General terms and conditions

General terms and conditions of the andugo GmbH for the use of the online platform www.GO2automation.de

Published on: 14. April 2021

Preamble

We look forward to welcoming you to www.GO2automation.de! GO2automation is an online platform for manufacturing automation solutions operated by andugo GmbH, Hagsdorfer Str. 1c, 85368 Wang, Germany (hereinafter “andugo”). GO2automation offers customers (“clients”) and providers (“integrators”) of automation solutions to agree on orders (“projects”) and within the framework of contracts concluded between users (“Service Contract”) to work together. Customers can post project descriptions, review automation specialists, and evaluate the cooperation with individual integrators. Integrators can present themselves to the customer via a profile and receive project inquiries. Customers (clients) and integrators are called “user(s)” hereinafter.

andugo provides the corresponding platform for this with GO2automation. These general terms and conditions (“GTC”) apply to all contracts between users and andugo.

andugo reserves the right to change, supplement or redraft the present terms and conditions at any time and without giving reasons. Users will be informed of changes, additions or new versions of these terms and conditions by email prior to their entry into force (hereinafter “notification of changes“). If the user does not object within two weeks of receiving the notification of change, the changed terms and conditions are deemed to have been approved. The user is reminded of this consequence in the change notification.

Terms of use

1. Acceptance of the Terms of Use

These Terms of Use for the online-platform www.GO2automation.de (hereafter “Portal”) apply to the company or other legal entity designated in the registration details provided during the registration process. If you are registering on behalf of a company or other legal entity you represent, that you have the legal authority to bind such company or other legal entity by the individual completion of the registration process (the company or other legal entity hereinafter referred to as “you”) and agree to enter into an Agreement with andugo GmbH (hereinafter referred to as ”andugo”, ”we” or ”us”). The following terms and conditions, together with any documents expressly incorporated by reference (collectively, these ”Terms of Use”), govern your access to and use of the Portal, including any content, functionality, and services offered on or through the Portal.

Please read these Terms of Use carefully before you start to use the Portal. By clicking to accept or agree to the Terms of Use and you accept and agree to follow and be bound by these Terms of Use.

2. Accessing the Portal

We reserve the right to add, withdraw or amend any service or material we provide on the Portal, in our sole discretion without prior notice. We endeavor to keep the services ready and available at all times; however, occasional interruptions and failures cannot be avoided with any online services. This includes, in particular, actions by third parties who are not acting on behalf of andugo, technical conditions of the internet, that andugo cannot influence, and events of force majeure. The hardware, software, and technical infrastructure used by you can also have an impact on andugo's provision of services and the uninterrupted availability. In the event of a failure or interruption of the service, you may be temporarily unable to use your functions or access content.

We will make commercially reasonable efforts to provide the services (except third-party applications), except:

  • During planned downtimes and maintenance work, provided that you are informed about this 24 hours in advance;
  • In case of issues caused by problems based on your failure or omission to comply with agreed procedures or that are caused by your changes to services that have not been approved by us;
  • In the event of a breach of contractual conditions by you and in case you have failed to remedy such breach upon notice by us within reasonable time set by us.

To access the Portal or some of the resources it offers, you may be asked to provide certain registration details or other information related to your company and your contact and company information. Any such information you provide on the Portal must be correct, current and complete. The selection of your username, password or any other information as part of our security procedures must be treated as strictly confidential and you must not disclose such confidential information to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Portal or portions of it using your username, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your username, password or any other breach of security. You also agree to ensure that you logout from your account at the end of each session. In case you are no longer representing the company or legal entity, you agree to inform us without undue delay and reasonable assist in the transition of the user account. We may block the access to the Portal at our discretion for any username, password, or other identifier if, in our opinion, you have violated any provision of these Terms of Use.

3. Service Contracts

3.1. Contracting parties

The creation and negotiation of projects, the related contract conclusion and contract fulfillment are the sole responsibility of you and any other users involved. Only the users are responsible for ensuring that the projects and the conclusion of the service contract comply with laws applicable for the respective users. You agree that you negotiate projects independently with any other party. andugo´s sole and only responsibility is to provide you with the necessary infrastructure for the selection of business partners and their contact details but andugo does not act as a representative or vicarious agent for you or any other user.

3.2. Formation of contracts

After submitting a search inquiry, andugo contacts you by phone or email to further specify the request. Next, you will receive the contact details of up to three partner companies which are suitable to meet your project requirements. The contact details are accessible in your user account at the Portal. From now on, you can choose whether the request will be forwarded to the selected partners or whether you will contact the proposed partners independently. Additional company information of the proposed partner companies can be accessed on the Portal. The users of the Portal are obliged to inform andugo immediately about the conclusion of a service contract which has been initiated through the connection via the Portal. This is done via phone (+49 (0)89 74077569) or by email (contact@go2automation.de).

3.3. Content of the service contracts

You are free to structure the service contracts with other parties, but the content of the service contracts may not contradict these Terms of Use as well as German law or the legal systems to which the respective users are subject. Your business conduct during the contract negotiation as well as during fulfilling the service contracts also influences the reputation of andugo and the Portal. You therefore also commit yourself to andugo to comply with and properly fulfill the service contracts. In particular, this means that confidentiality agreements, which, unless otherwise expressly agreed, are deemed to have been agreed between the parties to the service contract. In case of any violation, we reserve the right to take measures and remedies and consequences according to section 2 above.

4. Use of user information provided by you to the portal

We can use information you submit (“User Details”) to contact you about requests, references, credentials, or any service provided to you via the Portal. We will use this information in accordance with our Privacy Policy (www.GO2automation.de/privacy). You acknowledge, represent, and agree that all User Details are submitted voluntarily. You may not upload to, distribute, or otherwise publish through the Portal any content which is e.g. illegal, obscene, threatening, abusive, libelous, invasive of privacy or publicity rights, or defamatory, which may constitute or encourage a criminal offense, violate the rights of any party, or which may otherwise give rise to liability or violate any law. Andugo reserves the right to delete or block any such illegal content and/or to take any further technical means.

5. Granting of rights

The Portal and its contents, features, and functionality (e.g. information, software, text, images, and the design and arrangement thereof), are owned by andugo or other providers of such material and are protected by German and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. You must not reproduce, modify, create derivative works of, republish, transmit or distribute any of the material on our Portal without our prior written consent.

5.1. Use of posted content

The user grants to andugo a non-exclusive, non-assignable and worldwide right for the term of this Agreement right to use the posted content. andugo is entitled at any time to use and exploit the content in whole or in part within the scope of fulfilling the objective of increasing your business success by connecting you with project partners. andugo is particularly entitled to display and publish the content posted by the user on the Portal and in accordance with your selection of audiences. This also includes the right of distribution, the right of public reproduction, and the right of public access within the scope and subject to the rules GDPR to the extent applicable.

5.2. Guarantee of ownership

You represent and guarantee that you are the owner of the rights necessary for the posting of content on the Portal and that you are fully authorized to effectively grant to andugo the rights mentioned in section 5. You also represent and guarantee that the content is free of any third-party rights that could conflict with the contractual granting and use of the rights. Furthermore, you guarantee that the contractual use of the content within the scope of this contract does not violate any rights, in particular no personal rights of third parties and that any persons depicted agree to the contractual use of the content and have previously granted their consent.

5.3. Indemnification from third party claims

You will provide andugo with information about any and all claims alleged by third parties, in particular claims for infringement of copyrights, competition, trademark, data protection and personal rights violations, which potentially could be raised against andugo in connection with the use of the Portal by you. You must immediately notify andugo of any such third-party claims, but not later than 30 days after you received such notice that is known to you and which is related to the use of the Portal. andugo is entitled to take suitable measures to defend itself against such third party claims or to pursue its rights. Your own measures must be agreed in advance with andugo in writing. In case of any infringements alleged by such third parties, you agree to defend andugo against such claims and indemnify and hold harmless andugo from damages, liabilities, costs and expenses incurred by legal prosecution and/or defense.

5.4. Rights to the online platform

You are obliged not to use any part of the Portal or any other content of any kind beyond the possibilities granted to you within the contractual scope of using the Portal. In particular, you will not use data and content that you have become aware of via the Portal outside of communication within the scope of an existing project or the payment of a completed project. Any use of such information for advertising, unsolicited emails, or for any other unauthorized purposes is a breach of contract, unless the owner of the information concerned has demonstrably and explicitly given his written consent to the use.

6. Permitted uses

You may use the Portal only for lawful purposes and in accordance with these Terms of Use. You agree not to

  • use the Portal in any way that violates any applicable federal, state, local, or international law or regulation,
  • use the Portal for any unauthorized, fraudulent, or malicious purpose,
  • engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Portal, or which, as determined by us, may harm andugo or users of the Portal or expose them to liability,
  • use the Portal in any manner that could disable, overburden, damage, or impair the Portal,
  • use any robot, spider, or other automated device, process or means to access the Portal for any purpose, including monitoring or copying any of the material on the Portal,
  • access systems, data or information obviously not intended by us to be made accessible to a user,
  • obtain or attempt to obtain any materials or information through any means not intentionally made available by us; and not to
  • use the Portal for any use other than the business purpose for which it was intended,
  • take any activity capable of manipulating, impairing and / or overloading the operation of the Portal or the underlying technical infrastructure and its functions and/or access options

6.1. General obligation to comply with legal requirements

When accessing the Portal, you can make use of various services. These include, for example, contacting other users and posting your own content, in particular content that relates to projects and service contracts (e.g. pictures, texts). When using the Portal, you undertake to observe these Terms of Use and applicable law, in particular criminal, competition, trademark, copyright, personal, data protection and youth protection law and not to violate any third-party rights.

In particular, this also means that you may not send any message-promoting content without the consent of the addressee (in especially for purpose of generating spam messages). In case that content posted by you contains hyperlinks to third-party sites, you assure that you have the authorization to use the hyperlink and that the website to which reference is made is compatible with applicable law and third-party rights within the meaning of section 4.

6.2. Prohibited bogus project inquiries and offers

andugo relies on the fact that only serious project requests and serious offers are made and submitted via the Portal. It is therefore a breach of contractual obligations and prohibited for any user to submit project inquiries or to send offers that are not intended to be fulfilled or fraudulent.

You acknowledge that such use may be violating applicable laws and could be subject to criminal prosecution.

6.3. Communication

The latest contact information from andugo is available on the Portal (www.GO2automation.de/about-us). Your contact information is given by the details in your profile. Declarations sent to these contact details by email are deemed to have been received at the time of dispatch, by post on the third day after dispatch, unless later access is proven.

You acknowledge the effectiveness of communications by email between yourself and andugo or other users as declarations of intent that have been transmitted without limitation. Subject to evidence to the contrary, an email is deemed to originate from the owner of the return address.

In the event that you are not the addressee of an email or it has been delivered incorrectly, you are obliged to inform andugo and/or the sender immediately by email.

Furthermore, you acknowledge that andugo provides a feature on the Portal enabling the registration of serial numbers and exchange of information relating to the purchase of robots, machines and other devices for the ease of both seller and buyer being user of the Portal.

7. Reliance on information posted

Unless otherwise agreed, the information presented on or through the Portal is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk and subject to section 10 below.

We update the content on this Portal continuously, but its content is not necessarily complete or up to date at all times. Any of the material on the Portal may be out of date at any given time, and we are under no obligation to update such material.

8. Purchases

All terms for the sale of goods or provision of fee-based services will be set forth in separate agreements and are subject to other terms specified in documents, independent of these Terms of Use and the Portal.

9. Links from the Portal

If the Portal contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in application examples, at company profile pages, at product detail pages, in advertisements and other sponsored links. We have no control over the contents of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Portal, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

10. Disclaimer of warranties

Your use of the Portal, its content, and any services or items obtained through the Portal are at your own risk. The Portal, its content, and any services or items obtained through the Portal are provided on an ”as is” and ”as available” basis, without any warranties of any kind, either express or implied. Neither andugo nor any person associated with andugo makes any warranty or representation with respect to the completeness, security, reliability, quality, accuracy, or availability of the Portal. Without limiting the foregoing, neither andugo nor anyone associated with andugo represents or warrants that the Portal, its content, or any services or items obtained through the Portal will be accurate, reliable, error-free, or uninterrupted, that defects will be corrected, that our Portal or the server that makes it available are free of viruses or other harmful components, or that the Portal or any services or items obtained through the Portal will otherwise meet your needs or expectations. andugo hereby disclaims all warranties of any kind, whether express or implied, statutory, or otherwise.

11. Limitation of liability

andugo is liable for damage or loss (including expense incurred) on whatever legal grounds (e.g. contractual or similar obligations, breach of obligation or unlawful act) only to the following extent:

  • In case of loss of life, physical injury or damage to health, in case of claims under the German product liability act and in other cases where andugo´s liability cannot be excluded or limited under mandatory law, andugo will be liable pursuant to the relevant statutory provisions.
  • In the case of willfully caused damage or loss, andugo is liable under the applicable statutory provisions.
  • In the case of gross negligence by andugo´s legal representatives and executive personnel, andugo is liable under the Governing law as specified in section 13.

12. Indemnification

You agree to indemnify andugo against any damages that may at any time by incurred by andugo due to your negligent or willful violation of these Terms of Use or the applicable law.

13. Governing law and jurisdiction

These Terms of Use are governed by and shall be construed in accordance with the laws of the Federal Republic of Germany, without giving effect to its conflict of laws provisions. The parties expressly disclaim the applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG). The parties will submit all disputes arising out of or in connection with this Agreement to the exclusive jurisdiction of the courts located in Munich, Germany.

14. Confidentiality, Data protection and Data Privacy

You consent that information located on the Portal is deemed to be confidential information subject to the provisions of this section and the Terms of Use. We agree to protect the confidentiality of contents if this information is located on the Portal in accordance with our security practice and your compliance with these terms.

If you gain knowledge that confidential information, personal data or other data from the portal has been copied or leaked due to unauthorized access to your IT system accessing the Portal, you must inform us immediately (within 24 hours at the latest) after becoming aware of such a data breach.

You acknowledge that the use of the Portal is ruled by Data Privacy available at https://www.go2automation.de/data-privacy.

15. Other terms

If individual provisions in these Terms of Use are found to be invalid, it shall not affect the validity of the remaining provisions. The invalid or unenforceable provision shall be replaced by a valid and enforceable provision the results of which come as close as possible to the economic objective pursued by the contracting parties with the invalid or unenforceable provision. The foregoing provisions shall apply accordingly in the event that the contract proves to be incomplete.