Terms and Conditions

Scope of Application and General Provisions

These terms and conditions (the “Terms”) shall apply to the provision of the Bliq Ride software (the “Service”) by Bliq GmbH, Mariendorfer Damm 1, 12099 Berlin (“Bliq”). The Service and Bliq’s offer to conclude a contract are addressed exclusively to companies or persons that legally qualify as entrepreneurs (Unternehmer) pursuant to Section 14 German Civil Code (the “Customer”; together with Bliq the “Parties”).
Deviations from these Terms shall only be considered agreed if they have expressly been confirmed in writing by Bliq. In particular, the mere omission of an objection by Bliq against any general terms and conditions of the Customer shall not cause such terms and conditions to be considered agreed. This shall also apply if Bliq performs services unconditionally upon knowledge of opposing terms and conditions of the Customer or terms and conditions diverging from these Terms.
Where German wording is used in addition to English terms, the German wording shall be decisive in case of any doubt of interpretation.
For important reasons, in particular in the event of changes to statutory provisions, judicial precedences, the Service or market conditions Bliq may notify the Customer of amendments to these Terms. The amended Terms shall be deemed to have been agreed if the Customer has not objected to the amendment within one month upon receipt of the notification and Bliq has explicitly notified the Customer of this consequence. Regardless of the foregoing, changes materially affecting the Purpose require the express consent of the Customer.

‍

Scope of Services

The Service is an aggregator of ride hailing service providers (collectively the “Ride Hailing Service Providers”, individually the “Provider”) that connect people seeking transportation or logistic services with drivers. The Service is directed at drivers and shall facilitate the Customer's choice between available assignments of different Ride Hailing Service Providers (the “Purpose”) by comparing and processing various relevant data points (e.g. the Customer’s location, the requested pickup location, the estimated time to pick-up and the destination and Customer preferences) (the “Data”).
The Customer is aware the Ride Hailing Service Providers are not affiliated with Bliq in any way and legally binding engagements relating to specific assignments arise only between the Customer and the respective Provider.
The Customer acknowledges that the Data partially or wholly constitutes or originates from data provided by third parties, including the Ride Hailing Service Providers, (the “Third Party Data”) the quality of which Bliq cannot assess or control.
The Customer can link his user accounts with certain Ride Hailing Service Providers to the Service by entering the respective access data. Bliq will use such access data exclusively to the extent technically necessary to administer the linking of the user accounts.
Bliq does not assume or stand for any of the Ride Hailing Service Providers' legal or contractual responsibilities, liabilities or duties towards the Customer nor is it responsible for the content, operation and availability of the Ride Hailing Service Providers' offerings. The point of contact for the Customer for questions, claims and complaints relating to a Provider and its operation is always the respective Provider.

‍

Conclusion of Contract

In the course of registering for the use of the Service via the Bliq Ride application, the Customer accepts these Terms by checking the respective box. Registering for the Service without checking of this box is not possible. By clicking on the button “Continue”, the Customer accepts Bliq’s offer to conclude a contract on the provision of the free plan of the Service (the “Free Plan”) on the basis of these Terms.
The Customer can upgrade to a paid plan of the Service at any time. The available paid plans are detailed on the Pricing Page. By clicking on the button “Subscribe” to either the plan to be billed according to use (the “Flex Plan”) or the plan to be billed on a flat rate basis (the “Unlimited Plan”; together with the Flex Plan the “Paid Plans”; the Paid Plans together with the Free Plan the “Plans”), the Customer concludes a contract on the basis of the Terms including payment obligations (all contracts resulting from subscription to any of the Plans a “Contract”). The Pricing Page may provide that the Paid Plans include a free trial period for a fixed period after contract conclusion (the “Free Trial Period”).
Bliq can alternatively present an offer in text form that the Customer accepts by replying and confirming the offer in text form.

‍

Compensation and Terms of Payment

The applicable compensation for each plan is described at any given time on the Pricing Page accessible via the mobile application. The Contract is governed by the version of the Pricing Page accessible on the mobile application at the time of subscription to the Service or switch to another Plan by the Customer subject to any permissible modifications made according to the provisions of the Terms (the applicable version of the pricing overview the “Pricing Page”).
The Plans may include different features, support characteristics and availability levels the details of which are described on the Pricing Page.
During the Free Trial Period of one of the Paid Plans, the Customer may with immediate effect switch to another Paid Plan (it being understood, however, that, upon such switch, no new Free Trial Period commences but the previous Free Trial Period continues to run with the maximum term of the Free Trial Period remaining unchanged). After the completion of a Free Trial Period, the Customer can switch to another Paid Plan only in compliance with the applicable termination periods specified in Sec. 2, whereby the switch is to be understood as a termination of the current Plan.
A Free Trial Period automatically ends upon lapse of its time period as specified on the Pricing Page. After its lapse, the regular compensation pursuant to Sec. 1 begins to apply.
All fees and prices indicated by Bliq on the Pricing Page are gross prices (Bruttopreise) including (if applicable) VAT. To the extent legally permissible, Bliq will make use of the reverse-charge procedure vis-à-vis customers with the consequence that the fees and prices indicated by Bliq on the Pricing Page constitute net prices without VAT and the Customer is responsible to pay VAT.
Subject to any modifications or specifications made on the Pricing Page, invoices are issued by Bliq upon completion of each Contract Term for such Contract Term. Payments are due without deduction immediately upon receipt of the invoice. Payment is possible via the payment methods offered by Bliq provided that payment by credit card shall always be possible.
In case of failure to render a due payment, Bliq may repeat the fee collection process for a not predefined number of times subject solely to its own discretion. If despite these attempts the payment process continues to fail, Bliq may exclude the Customer from the Service or certain of its features. In this case, the Customer will be notified accordingly and requested to update his stored payment methods.

‍

Term and Termination

The term of the Contract and its terminability shall be governed by the provisions of the Pricing Page on the Plan chosen by the Customer. If the Pricing Page does not contain any information on the term or terminability of the Free Plan, the Free Plan shall run for an indefinite period and may be terminated by either party with immediate effect.
If the Pricing Page does not contain any information on the term or terminability of a Paid Plan, such Plan shall run for one week (the “Contract Term”) and may be terminated by either party with effect as of the end of the following week. If the Paid Plan is not terminated, it is automatically renewed for a further week; for such renewed period, the provisions of the Pricing Page in place at the time of renewal apply provided, however, that fee or price increases shall only apply if Bliq has informed the Customer about such increases prior to the renewal with a notice of at least three days.
The Parties’ statutory right to extraordinary termination remains unaffected. Each termination must be made by declaration in text form. 10, 11, 14 and 15 shall survive the termination of the Contract.

‍

Use of the Service by the Customer; Damages

The Service is used by means of telecommunications via a stand-alone application.
The Customer may only use the Service for itself and for the Purpose. The Customer hereby agrees to take suitable security precautions to ensure that the Service will not be accessed by unauthorized persons.
Subject to any modifications or specifications (e.g. with regard to extended permitted use rights) made on the Pricing Page, the Customer is not entitled to use the Data for any other purpose than the Purpose; scraping and any other form of collecting of Data are not permitted.
The Customer is obliged to perform all acts and cooperation duties necessary on his part for the full functionality of the Service and availability of the Data.
The Customer grants Bliq permission to retrieve, in his name and on his behalf, all data and information from his accounts with the Ride Hailing Service Providers that are necessary to use the full functionality of all features of the Service. Bliq assumes no liability for the completeness and accuracy of this data and information.
The Customer may only upload data, texts, pictures and other content onto the Service

that comply with applicable law;
that do not infringe third party rights; and
to the entering of which the Customer is legally entitled without any restrictions.

The Customer agrees that Bliq may process the content uploaded by the Customer for the purposes of this Contract, in particular store such content and make it available for retrieval.
Bliq is entitled to delete content uploaded by the Customer if reasonable grounds exist for Bliq to assume that the content was not uploaded in compliance with the provisions of these Terms.

In case of non-contractual use of the Data or the Service (e.g. by scraping of the Data or by making the Service available to a third party), the Customer is liable for any damages incurred by Bliq under the prevailing provisions of German tort law.

7. Availability

Bliq shall not be responsible for establishing and maintaining the data link between the Customer's IT systems and the Transfer Point. "Transfer Point" shall mean the router exit of the Bliq data centre or its subcontractor's data centre through whose server the Service is operated. Bliq is not responsible for malfunctions beyond the Transfer Point. The Customer is responsible for the procurement and maintenance of the necessary hardware and connections to public telecommunications networks. The costs of setting up the online connection and maintaining it on the Customer's side shall be borne by the Customer. Bliq is not liable for the security, confidentiality or integrity of the data communication, which is conducted via third party communication networks. Bliq is also not liable for malfunctions in data transmission caused by technical errors or configuration problems on the part of the Customer.
The Service availability owed by Bliq is specified on the Pricing Page for all Plans. If the Pricing Page does not contain any regulations, the following applies: If the Customer has chosen the Free Plan, Bliq does not owe any availability. If the Customer has chosen one of the Paid Plans and no Free Trial Period is still ongoing, Bliq shall owe an Availability of at least 99% in the Contract's yearly average.
Bliq strives to provide the Customer with the best possible customer experience. However, contractually, Bliq does not owe the comprehensive error-free operation and usability of the Service. Bliq only owes that the Customer can use the Service for the Purpose at the level of Availability as set out in Section 2. “Availability” means that the Customer can access and use the main features of the Service. Times during which the Service is not available due to an error or other reasons are considered “Downtime”.

For determining Bliq’s compliance with the minimum Availability, such Downtime is not taken into account
in which the Service or the Data cannot be reached due to technical or other problems for which Bliq is not responsible (force majeure, third-party fault (including the non-availability of Third Party Data), errors in the IT systems of the Customer or the third party service providers acting on his behalf, etc.);
which is due to a breach of the Customer's obligation to cooperate, in particular to a delayed or incomplete transmission of an error message; or
which is used for normal maintenance work of up to five hours a month.

‍

Service Operation and Changes

Bliq intends the Service to always correspond to the latest state of technology. Bliq is entitled to regularly carry out or introduce updates, new versions or upgrades of the Service (hereinafter referred to uniformly as “Update(s)”) in order to adapt the Service to new technical or commercial requirements, to implement new functions, or to make changes to existing functionalities in order to improve the Service. If possible, Bliq shall inform the Customer about Updates in due time in advance. Prior notice is, however, not required inter alia

in the event malfunctions or security issues within the Service are to be urgently remedied through an Update; or
if no notable changes to the usability of the Service by the Customer are associated with the Update.

The Customer shall ensure that he has the necessary hardware and software to use the Service. The Customer is obliged to always use the latest Update and install any available Updates without undue delay so that the Service is always running at the latest technical level. Bliq assumes no liability for the functionality of versions of the Service older than the latest Update.
If and insofar as (i) the suitability of the Service for the Purpose is materially impaired or (ii) a material feature essential for the Purpose is removed or materially changed by an Update (such an Update a “Material Change”), Bliq shall inform the Customer in text form of the introduction of the Material Change at least two weeks prior to it becoming effective (a “Change Notice”). If the Customer does not object to the Material Change within two weeks after receipt of the Change Notice in text form (the “Objection Notice”), the Material Change shall become an integral component of the Contract. With each Change Notice, Bliq shall inform the Customer of the Customer’s rights with regard to the Material Change, in particular: (i) the objection right, (ii) the period foreseen for objection and (iii) the legal consequences of not declaring an objection to the Material Change in time.
If the Customer objects to the Material Change, Bliq shall further provide the Service for use to the Customer without the Material Change unless this is impossible for technical or organizational reasons or Bliq cannot reasonably be expected to do so. In the latter case, the Customer is entitled to terminate the Contract extraordinarily for good cause with immediate effect (the “Exercise Period”). If the Customer does not make use of its termination right, the Material Change shall become an integral component of the Contract. The Exercise Period shall commence as soon as Bliq has informed the Customer in text form of (i) the non-continuability of the Contract without the Material Change, (ii) the Customer’s extraordinary termination right and (iii) the legal consequences of the expiry of the Exercise Period.

9. Warranty for Material and Legal Defects

Bliq warrants that the Service is not encumbered with material or legal defects (“Defects”) which more than insignificantly impair the suitability of the Service for the Purpose. Immaterial deviations shall not be considered as Defects.
Defects of Third Party Data are not subject to Bliq’s warranty according to Sec. 1 unless they result from faulty behaviour on the part of Bliq.
The Customer shall be obliged to communicate any Defect to Bliq immediately upon appearance and also to specify and describe in this course how the Defect manifests itself, its effects, and the circumstances in which it occurs. Bliq shall remedy any duly notified Defects appearing in the Service within a reasonable period of time.
Bliq does not assume any liability for the compliance of the Service and its use by the Customer with any terms of use of third parties (including terms of use of Ride Hailing Service Providers). The Customer may not derive any claims against Bliq due to a deactivation or cancellation of an account or agreement held by the Customer with a Ride Hailing Service Provider.

10. Liability

The no-fault based liability pursuant to Section 536a(1) German Civil Code for Defects in the Service existing at the time of contracting shall be excluded, unless the Defect relates to the suitability for the Purpose.
Bliq is liable for damages if arising from (i) willful misconduct or gross negligence of Bliq or its legal representatives or agents (gesetzlicher Vertreter oder Erfüllungsgehilfe), (ii) negligent violation of a material contractual duty (Kardinalpflichten) by Bliq or its legal representatives or agents, however, limited to typical damages which are foreseeable at the time of the conclusion of the Contract or (iii) negligence of Bliq or its legal representatives or agents in a way causing injury to life, body or health, or (iv) any compulsory statutory liability of Bliq or its legal representatives or agents. Material contractual duties (Kardinalspflichten) are duties the fulfilment of which is a prerequisite for proper execution of the Contract or the breach of which endangers attainment of the Purpose and the observance of which the Customer must regularly rely on.
Furthermore, Bliq’s liability for gross negligence pursuant to Sec. 10.2 (i), however without limiting the liability pursuant to Sec. 10.2 (ii) to (iv), is limited to the full compensation received by Bliq from the Customer under the Contract until the date of the occurrence of such liability.
Any contributory negligence on the part of the Customer shall be taken into account.
This liability arrangement is conclusive. It shall apply with respect to all damage compensation claims, irrespective of their legal ground, particularly also with respect to pre-contractual claims or collateral contractual claims. This liability arrangement shall also apply in favor of legal representatives and agents of Bliq if claims are asserted directly against them.
The Customer is obliged to immediately notify any damage pursuant to the above liability provisions to Bliq in text form or to have such damage documented by Bliq, so that Bliq is informed as early as possible and can possibly still mitigate the damage together with the Customer.

11. Limitation of Claims

Claims of the Customer based on the breach of any duty not consisting of a Defect shall become time-barred, except in the event of intent (Vorsatz) or gross negligence (grobe Fahrlässigkeit), within one year from beginning of the limitation period according to Section 199 German Civil Code. This shall not apply if the damage in question incurred by the Customer consists in personal injury. Claims for personal injury become time-barred within the statutory limitation period.
Any rescission of contract or reduction of payments shall be invalid if the claim to performance or subsequent performance of the Customer has become time-barred.

12. Copyright and License

The software underlying the Service is protected by copyright. Bliq is the sole holder of all intellectual and commercial property rights.
The Customer shall have the non-transferrable, non-exclusive right, temporally restricted to the term of the Contract, to use the functionalities of the Service for the Purpose to the extent permitted by the Plan chosen by the Customer. The Customer shall not obtain any rights beyond this. The Customer, in particular, shall not be entitled to sub-license the Service, to allow the Service to be used by third parties or to make the Service accessible to third parties. The Customer has to refrain from copying, decompiling, reverse engineering or editing the Service.

13. Set-Off, Reduction, Retention

The Customer shall only have a right of set-off, reduction and/or retention against Bliq if its counterclaim has been legally established, undisputed or acknowledged by Bliq.
The Customer may only assert a retention right if the counterclaim is based on the same contractual relation.
The Customer's right to reclaim remuneration not actually owed shall remain unaffected by the limitation of Section 1.

14. Secrecy

The Parties undertake to maintain temporally unlimited secrecy regarding all confidential information which they will obtain or have already obtained in the context of the contractual relation and not to disclose or otherwise use such information, unless necessary to perform the Contract. Confidential information are all information and documents of the Parties labeled as confidential or to be considered confidential based on the circumstances, particularly information concerning operating routines, business relations, further business or trade secrets and know-how.
Exempt from this obligation shall be confidential information:

that can be demonstrated to have already been known to the other Party upon initiation of the Contract or become known thereafter through third parties without any breach of a confidentiality agreement, of statutory provisions, or of administrative orders;
that was known to the general public, unless this was due to a breach of this Contract;
that had to be disclosed based on statutory obligations on the order of a court or authority. As permissible and feasible, the Party obliged to disclosure shall inform the other Party in such event in advance, providing it with the opportunity to take action against the disclosure.

Any disclosure of confidential information to third parties shall require the express written approval of the other Party, unless otherwise expressly agreed.
The Parties shall ensure through suitable contractual arrangements that the employees and contractors working for them shall also, without temporal restriction, refrain from individual use or disclosure of confidential information. The Parties shall only disclose to employees or contractors confidential information to the extent such employees or contractors need to know the information for the fulfilment of the Contract.

15. Final Provisions

Amendments, supplements or a cancellation of the Contract of use or other contractual documents must be made in text form in order to be effective, unless expressly provided otherwise or a stricter form is prescribed by law. This also applies to the amendment or cancellation of this text form clause. Wherever these Terms make reference to declarations to be made in “text form”, e-mail shall be sufficient.
Should individual provisions of the Contract or other contractual documents be or become invalid or unenforceable in whole or in part or should they not contain a necessary provision, this shall not affect the validity of the remaining provisions. In place of the invalid or unenforceable provision or to fill the loophole, the legally admissible provision shall be deemed to have been agreed retroactively which corresponds as closely as possible to what the parties would have wished or would have been agreed in spirit and purpose by the parties if they had considered the invalidity or unenforceability of the provision in question or the loophole. This shall also apply if the invalidity or unfeasibility is based on a prescribed measure of performance or time. In this case, a legally permissible measure of performance or time that comes as close as possible to the intended shall replace the prescribed.
The Contract and these Terms shall be governed by the laws of Germany without recourse to conflict of laws principles.
The District Court of Berlin (Landgericht Berlin) shall exclusively be competent for all disputes from or in connection with the Contract, including concerning the validity hereof.

‍