General Terms of Use for the Brose E-Bike Service Tool
1. CONTRACTUAL OBJECT AND SCOPE
1.1 The Brose E-Bike Service Tool (hereafter "platform") is operated by Brose Antriebstechnik GmbH & Co. limited partnership in Berlin, Sickingenstr. 29-38, 10553 Berlin ("Brose", "we", "us").
1.2 These General Terms of Use ("Terms of Use") govern the terms and conditions for use of the platform by the customers defined in Clause 2.1.
1.3 Customers' General Conditions of Purchase or other Terms and Conditions do not apply unless we give our express written consent.
1.4 These Terms of Use are effective from the point at which a party registers on the platform. We reserve the right to amend the Terms of Use from time to time as required in accordance with Clause 8.
2. REGISTRATION AND ACCESS
2.1 The Brose platform is exclusively aimed at operators (according to Section 14 of the German Civil Code) and not consumers. Only customers who are authorized by us on the basis of these Terms of Use ("customers", "you") are entitled to access and use the platform. Customers may only be legal entities, natural persons with unlimited legal capacity and business partnerships, who are business people under the German Commercial Code and are performing their commercial duties.
2.2 In order to be able to use the Brose platform, the customer must first register on the platform. As part of this, the customer must initially provide a general email address (e.g. info@, admin@, service@) The random, automatically generated login details for registration will subsequently be sent to this address. In addition, the user must confirm their acceptance of these Terms of Use. Multiple users who are unknown to Brose (customers' employees) can use the platform by accessing the customer account, which has been set up in this way. All of these employees must be sufficiently qualified, reliable and authorized to issue corresponding statements and conclude contracts on behalf of the customer, if required.
2.3 In the event that login details are forgotten, there is an option to request a new password using the "Forgotten password" function. If an account needs to be changed after an employee has left, for example, or also for other reasons, the customer can contact us by email and request that their user details be changed.
2.4 Passing on or making login details available to third parties outside the customer's organization is prohibited.
2.5 Use of the platform for purposes other than those stipulated in these Terms of Use is prohibited unless we have given our express consent in advance.
3. PROVISION AND SCOPE OF USE
3.1 Concluding these Terms of Use results in a contractual relationship being formed between us and the customer ("contracting partner") and the customer obtains general authorization for using the platform. However, this does not generate any obligation on our part to make the platform available on a permanent basis.
3.2 For the most part, the platform serves the purpose of enabling customers to commission, configure and complete the technical certification of e-bike systems. The tool covers the required processes and tasks included in bike production and mainly comes into use at the customer's end of line (EOL). Therefore, different functions are available to the customer on the platform. Firstly, supported components from the Brose standardized components system undergo configuration in the form of firmware and parameter updates. Before the e-bike is supplied to the customer, the e-bike system components are subjected to software-assisted functional testing. The test results are saved as part of a production report.
3.3 The general operating principle for the Brose E-Bike Service Tool is designed in such a way that the dependencies existing between individual navigation points, such as in the sequence and process logic, as well permissions areas, are protected.
The essential functionalities are divided into the following three areas:
• Support: the customer can primarily submit support questions in the tool's support function via a specific contact form and prioritize these using the corresponding classification.
• Production: the customer can complete the e-bike's configuration in the production area. In doing so, all the serial numbers of the selected components and e-bike metadata are stored along with the bike ID. Furthermore, the tool provides fault diagnostics in this area.
• Setup: the customer can manage the configured integral parts of the e-bike model in the setup area.
• Diagnostics: enables the dealer
o to carry out firmware updates
o to change the motor parameters (the dealer is liable)
o to carry out diagnostics on the drive and its sensors
o to save information on maintenance and repairs and to call this up (identification using the bike ID)
3.4 Once the client has decided to use the platform, they are obligated to primarily use the functions made available via the tool, especially those listed under point 3.2, as long as we make the platform available and accessible. If this is not the case, the customer also has the option to contact us using the contact details provided below.
3.5 Any form of dismantling the software, particularly reverse engineering is absolutely prohibited. Sections 66(d)(2) and (3) and 69(e) of the German Copyright Act, as well as the Act's provisions governing the protection of trade secrets, remain unaffected by this.
4. PAYMENT
4.1 Registration on the Brose platform and use of the provided functions are free of charge for the customer.
5. DATA PROTECTION
5.1 Collection of personal data or person-related data should be avoided as much as possible when using the platform even if we cannot completely prevent this. As a result, registration is completed using a general email address (Clause 2.2), for example.
5.2 All further information and explanations on data protection can be found in our Privacy Policy [if required, include a link to the Privacy Policy].
6. QUALITY AND AVAILABILITY OF THE PLATFORM
6.1 The contents and quality of the Brose platform, as well as the type and scope of the associated functions made available by us, are definitively governed by these Terms of Use. If not otherwise covered in these Terms of Use, we will propose appropriate measures and precautions to avoid damaging effects of the Brose platform on the customer's user environment and to ensure sufficient data security.
6.2 No specific availabilities or service levels are agreed for the Brose platform. However, we will make every effort in line with the usual market practices to keep disruptions to the operation of the Brose platform as low as possible.
6.3 In particular, we do not accept any liability for the Brose platform being unavailable or malfunctioning in the event that
6.3.1 this is due to root causes, which are outside of Brose's control (e.g. natural disasters, wars, terrorist attacks, riots, work disputes, state measures, network or device failures at the customer's site or between the customer and the data center used by Brose, etc.);
6.3.2 this results from the use of services, hardware or software, which is not supplied by Brose or is not expressly recognized, including issues relating to insufficient bandwidth or third-party software or services, etc.;
6.3.3 this is caused by unauthorized use (including incorrect entries) or failure to complete a required action on the part of the customer or their employees, representatives, contracting partners or suppliers or by any other persons, who have managed to access the Brose platform, or by any other non-compliance with appropriate security procedures by the customer;
6.3.4 this is caused by the customer's failure to comply with the required configurations or by use of the platform, which is not compatible with the platform's features and functions (e.g. attempts to carry out unsupported processes) or which does not correspond with the instructions published by us.
7. ASSISTANCE AND SUPPORT
7.1 In the event of technical issues and queries regarding the platform's use and availability, our support service is available to customers by sending an email to the following address: service.ebike@brose.com.
7.2 Furthermore, after registering on the tool, a contact form is available to customers using which they can outline product support queries, attach corresponding descriptions and finally submit these to us for processing (see 3.3 above).
8. CHANGES
8.1 These Terms of Use, individual platform functions and/or system requirements applicable to the platform can be modified at any time ("changes"). In particular, these also include regular technical and operational updates, which we are not, however, obligated to implement.
8.2 We will inform customers of any essential changes in an appropriate form and with sufficient prior notice via the "News" section on the platform. Essential changes are especially those that have a noticeable effect on the platform's availability, functionality or quality or the contractual relationship.
8.3 Changes to these Terms of Use come into effect as long as we do not receive any written objections from customers sent to the contact details provided below (Clause 15) within 30 (thirty) days of posting the information regarding the change. In the event that a customer objects, we are entitled to an exceptional right to terminate the license agreement. The customer is separately made aware of this consequence in the change announcement posted in the "News" section on the platform.
8.4 If a customer does not agree with the changes to the Terms of Use, they are also free to terminate the license agreement according to the provisions set out in Clause 13.
9. CUSTOMER'S LIABILITY, OBLIGATIONS AND DUTIES TO COOPERATE
9.1 In addition to these Terms of Use or otherwise agreed legally binding duties to cooperate on the part of the customer, the following duties and obligations apply.
9.2 The customer is liable for ensuring that the system requirements that apply for use of the Brose platform are fulfilled by the customer's operating environment.
9.3 The customer is solely responsible for using the Brose platform in a way that is legally and contractually compliant. In particular, the client shall ensure that the platform is exclusively accessed by authorized users.
9.4 The customer is solely responsible for the conduct of users authorized to access the Brose platform. This party shall also ensure that authorized platform users are aware of these Terms of Use and comply with them. The customer must always take responsibility for the conduct of authorized platform users (including all acts of use, declarations and omissions).
9.5 The customer shall take appropriate, required measures for the protection and security of any data provided by us, where appropriate, as well as of any other contractual objects entrusted to the customer or to authorized platform users (especially login details). This includes sufficient protection against attacks by unauthorized parties or misapplications, automatic blocking, virus scanners and firewalls, as well as implementing all other required technical and organizational protective measures.
9.6 If unauthorized access, use, copying, forwarding or any unauthorized actions take place in connection with the Brose platform, the customer shall inform us of this immediately in writing (text form) and shall take all required measures and cover all costs of remedying the respective infringement without delay.
9.7 The client is solely responsible for data security
9.8 Furthermore, the customer is obligated to ensure that the production and/or operation of their organization is not dependent on the availability of the Brose platform or that this will not be negatively affected by temporary unavailability of the Brose Platform.
10. BREACHES OF DUTY ON THE PART OF THE CUSTOMER
10.1 In the event that a customer breaches an essential contractual obligation, in particular in the case of a breach of their duties to cooperate (Clause 9) or obligations relating to data (Clause 5), a confidentiality breach (Clause 11) or a breach of any legal provisions by the customer, we are authorized to block the customer's access to the Brose platform for the duration of the infringement or breach. Further claims and rights exercised by us, especially to termination and damages, regardless of the legal grounds, shall remain unaffected.
10.2 The customer shall indemnify us for all demands, claims, expenses, costs and damages, which are caused by acts and omissions on the part of the customer, their employees and/or vicarious agents in connection with the fulfillment or non-fulfillment of the customer's duties to cooperate (Clause 9) or the unauthorized or illegal use of the Brose platform, as well as the functions and/or data provided there. The customer shall inform us of any relevant asserted or threatened demands, claims or penalties immediately in writing and shall defend us against the relevant assertion, if requested.
11. CONFIDENTIALITY
11.1 Each contracting partner undertakes to keep all confidential information relating to the other contracting partner secret and to treat this with the same due care and attention as with their own trade and business secrets; however, to at least take appropriate technical and organizational confidentiality measures, including sufficient protection against attacks by unauthorized parties or misapplications.
11.2 Confidential information is all trade and business secrets pertaining to the contracting parties, as well as all electronic or verbal information and data or that set out in material form, or obtained in any other way, such as technical or commercial data, evaluations based on these, development plans, plans for product development and design, information about hardware, databases, used or produced software, source codes and algorithms, in addition to documents or knowledge, which the contracting partners exchange in connection with the use of the platform by the customer and, regardless of whether this is laid out in writing or in any other form, is marked as being confidential or with any similar comment or is considered to be confidential based on its nature.
11.3 If unauthorized access, use, copying, forwarding or any unauthorized actions take place in connection with confidential information disclosed by the contracting parties within the receiving contracting partner's scope of responsibility, or if the receiving partner becomes aware of such an event, the receiving partner shall inform the disclosing partner of this immediately in writing (text form) and shall take all required measures and cover all costs of remedying the respective infringement without delay.
11.4 The duty of confidentiality does not apply for confidential information, which
11.4.1 was already lawfully made known to the receiving contracting partner prior to its disclosure without the receiving party being bound to the duty of confidentiality;
11.4.2 is or becomes publicly accessible without this being attributed to the receiving contracting partner, provided that the confidential information is not already considered to be publicly accessible on the grounds that only parts of it are or become publicly accessible.
11.4.3 was communicated or disclosed to the receiving contracting partner lawfully by a third party without the receiving contracting partner being bound to the duty of confidentiality, provided that the third party has not breached their own duty of confidentiality by disclosing the information, as far as the receiving contracting party is aware;
11.4.4 was developed by the receiving contracting partner independently and without reference to confidential information or according to the exceptions set out in sections 11.4.1 to 11.4.3 or 11.4.6;
11.4.5 has to be disclosed on the basis of a binding official or judicial order or obligatory legal provisions, provided that the other contracting partner has been informed of the disclosure in writing; or
11.4.6 for which the disclosing party has given their express consent.
11.5 Any contracting partners who invoke an exception must prove the existence of such conditions.
12. LIABILITY
12.1 We are only liable for quality defects and legal deficiencies in respect of the platform if we have fraudulently hidden quality defects or legal deficiencies relating to the platform from the customer. Any liabilities or warranties going above and beyond the absence of quality defects or legal deficiencies pertaining to the platform are excluded.
12.2 Apart from quality defects and legal deficiencies, we are only liable if the customer asserts damage claims, which are based on wilful intent or gross negligence, including the wilful intent or gross negligence of our representatives and vicarious agents.
12.3 Furthermore, we cannot be held liable for non-continuous availability of the Brose platform, especially server failures due to technical or other issues, which do not fall within our scope of influence, and these do not form a basis for any customer claims.
13. DURATION AND TERMINATION
13.1 The user relationship that commences on registration for the Brose platform is concluded for an unlimited duration.
13.2 Both contracting partners have the option to carry out ordinary termination with respect to using the Brose platform at any time without having to provide any reasons for this and with a notice period of 30 (thirty) working days from the respective month end.
13.3 The right to termination for good cause remains unaffected. Good cause exists if there are facts, which make the continued use of the platform unreasonable for the terminating contracting partner in consideration of all circumstances and by weighing up the interests of both parties.
13.4 Ordinary termination shall become effective on the point at which the customer submits this in writing (text form). Extraordinary termination must always be made effective in writing by means of a hardcopy document.
14. DISCLOSURES
The duties of confidentiality do not restrict our right to provide customers' names as references (e.g. on the website, at trade fairs, during presentations, etc.). The customer hereby expressly agrees to the use of their company name and their company signals (especially their logo).
15. COMMUNICATIONS AND NOTIFICATIONS
15.1 If the written form (text form) is required for communications and notifications pursuant to these Terms of Use, these may be issued in the form of emails.
15.2 If, by way of exception, communications or notifications have to be issued as hardcopy written documents, these must be signed by a representative authorized to represent the disclosing contracting partner and sent to the other contracting partner in the post or by fax.
15.3 Communications and notifications, which affect customers, may be published on the Brose platform as customer notes.
15.4 Communications to Brose should be directed to:
Brose Antriebstechnik GmbH & Co. Kommanditgesellschaft, Berlin
Sickingenstraße 29-38
10553 Berlin
Email address: servicetool.ebike@brose.com
16. FINAL PROVISIONS
16.1 Neither contracting partner is authorized without prior written consent from the other contracting partner to transfer rights or entitlements arising from the contractual relationship, unless required by these Terms of Use or obligatory legal provisions.
16.2 These Terms of Use and their interpretation are governed by the laws of the Federal Republic of Germany. The application of UN sales law is excluded. The exclusive place of jurisdiction for all disputes relating to the rights and obligations arising from these Terms of Use, including their validity, is our registered location.
16.3 If individual provisions of these Terms of Use are or become invalid or unenforceable, in full or in part, the validity of the remaining provisions of these Terms of Use shall remain unaffected. The contracting partners shall replace the invalid or unenforceable provision immediately with one that comes as close as possible to the legal and economic purpose of the invalid or unenforceable provision. In the meantime, an alternative shall be agreed. The same applies for closing any contractual loopholes.
Last updated in July 2019