General Terms and Conditions of Business and Use

of 123map GmbH & Co. KG


§ 1 Contractual partner

Provider is

123map GmbH & Co. KG

Große Düwelstraße 28
30171 Hannover

Telefon: +49 (0) 511 / 874 593-0
Telefax: +49 (0) 511 / 874 593-11

General partner: 123map Verwaltungsgesellschaft mbH Managing director: Detlev Reiners, Martin Lege
Commercial register: Amtsgericht Hannover HRA 27196 VAT ID no.: DE 814094312


§ 2 Scope of application

(1) These General Terms and Conditions of Business and Use (GTC) shall apply exclusively to all contractual relationships, including future contractual relationships, between 123map GmbH & Co.KG and the customer. The customer acknowledges that 123map's offer is directed exclusively to entrepreneurs within the meaning of § 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law, and affirms that he or she belongs to this group of addressees.

(2) These GTC shall apply regardless of whether the contract was concluded via the Internet or by other means. Any general terms and conditions of the customer shall not apply in principle. The customer shall be notified in writing of any amendments to these GTC, insofar as a continuing obligation exists with the customer, and such amendments shall be deemed to have been approved if the customer does not object to the amendment in writing within one month of receipt of the notification, despite being notified accordingly.


§ 3 Definitions

(1) For the purposes of these General Terms and Conditions, "software" means the computer programs that the customer receives by way of download from 123map in order to be able to use 123map's server technology within the scope of the agreement.

(2) For the purposes of these General Terms and Conditions, map material means the original or original files or copies thereof that the customer receives from 123map by way of download or in any other form within the scope of the contract and the rights of use granted therein.


§ 4 Subject matter and obligations of the contract

(1) 123map obtains the data and information presented in its products from third party service providers. If necessary, they shall be supplemented by the customer himself/herself or by 123map upon the customer's instruction. 123map's contractual obligation to perform is therefore limited to the processing, visualization and/or internal implementation of the customer's data.

(2) To the extent that data are supplied by the customer, the customer shall ensure that such data are free of third party rights. In this respect, the customer shall indemnify 123map against all claims of third parties, including the costs of the necessary legal defense.

(3) The circumstances and findings on which the maps are based are naturally subject to constant change. The maps are therefore never a complete representation of reality. 123map can therefore not guarantee the accuracy of the map representations and other data. If 123map undertakes to supplement such data on behalf of the customer, its liability shall be limited - without prejudice to § 13 - to errors in the processing of data transmitted by the customer.

(4) The customer is obligated to inspect the map material immediately upon receipt and to give notice of any defects.

(5) The following services are not subject matter of the contract and require a separate agreement:
Automation of the functions provided, e.g. for geocoding of mass data, calculation of route plans, or similar. The scope of services does not include enabling access to the Internet and providing communication channels between the customer, its users and 123map.

(6) 123map is entitled to further develop and optimize its products, provided that this does not limit any essential performance features to the detriment of the customer.

(7) Software is delivered in executable form (object code). The transfer of the source code is not part of the performance obligations.

(8) Software has the functionality specified in the documentation. The documentation is available for download on this page. Documentation in paper form is not included in the delivery.

(9) The customer is responsible for the technical requirements and communication channels necessary to make use of 123map's offer.


§ 5 Ordering process and conclusion of contract

(1) The information and prices contained in the internet presentation do not constitute a legally binding offer.

(2) The customer needs a validated customer account to purchase a product.

(3) In the application for the selection of a map section or a design template, the customer has after the choice of his settings the option to save a map for later purchase or to purchase the map directly.

(4) For direct purchase, the customer then presses the button "Order map" or, after saving the map in his customer area, he selects the map to be purchased by clicking on the "Buy" link there.

(5) Before the purchase, the customer must accept the General Terms and Conditions and the Terms of Use and the Privacy Policy.

(6) After the selection of the payment method and the click on "Order with costs", the ordering process is completed. With this step, a binding purchase offer is made to 123map.

(7) On the next page, the purchased map and the corresponding invoice can be downloaded. If payment cannot be made immediately, the customer will receive an e-mail about the completion of the order process and can then download the invoice and map data. An overview of previous orders are available in the customer account.

(8) In addition to the direct purchase of a map, a value voucher can also be purchased. The value of the purchased voucher is noted in the customer account. For subsequent orders, this value will then be reduced by the order total of the maps ordered until the value voucher is used up. The calculation will be transparently included in the resulting invoice. A payout of remaining amounts is excluded.


§ 6 Customer information: Storage of the contract text

(1) Your order with details of the contract concluded (e.g. type of product, price, etc.) will be stored by us with the associated invoice data (addressee, date, etc.).


§ 7 Customer information: Correction notice

(1) You can correct your entries at any time before submitting the order by pressing the delete key. We will inform you about further correction options on the way through the ordering process. You can also exit the ordering process completely at any time by closing the browser window.


§ 8 Right to use third-party data

(1) 123map obtains map material and other related data (the maps) from third party licensors. This material is protected by copyright in favor of the licensor. 123map grants the customer a non-exclusive sublicense to use such maps that are used in 123map's products.

(2) The customer may copy, disassemble or modify the maps within the scope of the purpose of the contract. He acknowledges that this does not affect the copyright of the licensor. References to copyright or retention of title in or on the maps may not be altered or removed.

(3) The licensor is not a party to this contract. He shall not be subject to any obligations under this Agreement.


§ 9 Rights of use within the scope of continuing obligations

(1) By virtue of a contract under which 123map grants the customer the right to use software and/or an online service for a limited period of time, the customer receives the non-exclusive right, limited by the purpose of the contract within the meaning of § 31 (2) of the German Copyright Act (UrhG), to use the software in the object code and/or the map material provided within the scope of the online service.

(2) The right of use includes the possibility of compiling a new map series from several maps created and supplied by 123map. This applies exclusively to the print area.

(3) At the end of the contract, the customer must delete all copies of the software or the map material supplied on its computer system or return them to 123map and refrain from any further use of the software and the online service, unless otherwise agreed in writing by individual agreement. Upon 123map's request, the customer shall affirm in lieu of an oath that it has complied with the aforementioned obligations.

(4) There shall be no transfer of ownership or similar rights to the data, data carriers and other items (documentation, etc.) provided by 123map. The right of possession shall end without further ado upon termination of the contract

(5) 123map reserves the right to include in the software or the online service a functionality that causes a regular online validation of the granted license on the servers of 123map and that makes it possible to interrupt the use of the software and the online service if the license has expired.

(6) 123map warrants that the software and/or the online service will transmit to 123map only such information as is necessary to verify the continuation of the license.

(7) The customer is obligated to inform its end customer in an appropriate manner of all existing copyrights and license rights.


§ 10 Rights of use for use in print media and/or websites

(1) To the extent that the customer purchases (digital) map material from 123map for use in print media or on websites, 123map grants the customer a non-exclusive right of use (Section 31 (2) of the German Copyright Act) within the scope of the purpose of the contract and in accordance with these Terms of Use. If a continuing obligation exists with the customer, this right of use shall be limited to the term of the contract.

(2) This right of use includes the right of the customer to reproduce the map material to the contractually agreed extent. The customer may not extend this scope without the prior consent of 123map and the payment of the additional remuneration that the customer has agreed upon with 123map for this extended use.

(3) The customer is obligated to inform its end customer in an appropriate manner of all existing copyrights and licensing rights.

(4) There shall be no transfer of ownership or similar rights to the data, data carriers and other items (documentation, etc.) provided by 123map. The right of possession shall end without further ado upon termination of the contract.


§ 11 Obligation to pay damages and contractual penalties

(1) In the event that the customer exceeds or violates the contractually granted right of use, the customer shall be liable to 123map for any damage resulting therefrom.

(2) Furthermore, the customer shall indemnify 123map against all claims of third parties resulting from the customer's exceeding or infringement of the contractually granted rights of use, including the costs of legal defense.

(3) The contracting parties agree on a contractual penalty in the amount of EUR 5,000.00 for each case of ransgression or infringement of the contractually granted rights of use. The contractual penalty shall be credited against 123map's claims for damages against the customer due to the transgression or infringement of the rights of use.

(4) 123map expressly reserves the right to file a penalty claim in the event of an infringement of copyrights.


§ 12 Prices and payments

(1) All prices quoted are exclusive of VAT at the statutory rate. Invoices shall be paid within two weeks of receipt. Thereafter, 123map shall be entitled to charge interest in the amount of 8% above the respective base interest rate (§ 247 BGB). The assertion of further damages shall not be excluded.

(2) Any delay in payment by the customer shall entitle 123map to exercise a right of retention.

(3) If third party suppliers increase their prices vis-à-vis 123map that existed at the time of the conclusion of the contract with the customer, 123map shall be entitled, within the framework of existing continuing obligations, to adjust the prices vis-à-vis the customer accordingly.

(4) 123map is further entitled to increase the prices by up to 5% once per contract year, for the first time after one year of the contract term. The price increase shall become effective at the beginning of the month after next following the receipt of the notification. In this case, the customer has the option to terminate the contract in writing within two weeks after receipt of the price increase as of the effective date of the increase. The date of receipt by 123map shall be decisive.

(5) If 123map increases prices due to a price increase of its suppliers, the customer shall have the right to terminate the contract within two weeks after notification of the price increase by 123map to the extent that it concerns services of the supplier increasing its prices. In the event of such termination, the customer shall be responsible for providing the data himself. If such a price increase by 123map exceeds 10% within one calendar year, the customer may terminate the contract for cause within 2 weeks after notification of the price increase.


§ 13 Obligation to retain data and right to audit

(1) Insofar as the amount of the license fee is based on the number of transactions or comparable processes or transmitted data and the counting of these transactions, processes or data is incumbent on the customer under the agreement, the customer must retain the data required for this purpose for each calendar month on a permanent storage medium (either electronically or as a printout) for at least five years. The period begins with the expiration of the respective calendar month.

(2) 123map is entitled to inspect the books and records of the customer in order to verify the transaction volumes declared by the customer. For this purpose, 123map will commission a person who is bound to professional secrecy (tax advisor, auditor, lawyer). 123map will treat the information received about the auditor as confidential and may only use it in the context of a dispute about the remuneration owed by the customer.

(3) The costs of the audit shall be borne by the customer if the actual volumes in a calendar month were at least 10% higher or in two calendar months of a calendar year at least 5% higher than the customer reported to 123map. This shall also apply if the auditor determines that the customer has not complied with its obligations under paragraph (1)In all other cases, 123map shall bear the costs of the audit.


§ 14 Simple and extended reservation of title and rights

(1) 123map reserves all rights, in particular the title, to all objects of the contract until the purchase price has been paid in full.

(2) If the customer resells goods or rights acquired by 123map, the customer hereby assigns to 123map all claims against its customers or third parties arising from the resale, including claims arising from a current account relationship of the customer with its customer, irrespective of whether the delivered goods have been resold without or after processing. However, the customer shall be entitled to collect such claim.

(3) 123map is entitled to collect the claim itself; however, 123map undertakes not to collect the claim as long as the customer duly meets its payment obligations and is not in default of payment. As soon as 123map is in default of payment, 123map may demand that the customer disclose all claims to which it is entitled from the resale and disclose all information necessary for the collection of the claim, hand over the relevant documents and notify the debtor of the assignment.


§ 15 Rights in the event of defects

(1) 123map shall provide all services free of material defects or defects of title. A material defect shall be deemed to exist if the subject matter of the contract is not suitable for the contractually intended use. A defect of title exists if the rights required for the contractually intended use are not effectively granted.

(2) The documentation describes the functions of the software conclusively. Descriptions of the software that go beyond the documentation do not originate from the supplier and are generally not authorized by the supplier.

(3) The defect rights are generally subject to a limitation period of 12 months. Even after the expiry of the period, payment of the remuneration may be refused to the extent that the customer would have been entitled to do so on the basis of a withdrawal or reduction.

(4) The warranty period begins with the delivery of the software or the map material and, in the case of a download, with its completion.

(5) The customer is obliged to report defects to the provider in writing immediately after their discovery. In doing so, it should be stated how the defect manifests itself and has an effect, and under what circumstances it occurs.

(6) If the provider is notified of defects within the warranty period, the customer has a right to subsequent performance.

(7) After unsuccessful expiry of a period set by the customer for subsequent performance, the customer may withdraw from the contract in whole or in part or reduce the purchase price. Insignificant defects do not entitle the customer to withdraw from the contract.

(8) In the event of withdrawal, any benefits derived by the customer shall be reimbursed.

(9) The rights in respect of defects shall lapse if the customer or a third party has made changes to the objects of the contract through 123map without express prior written consent. This shall not apply if the customer proves that these circumstances have no connection with the defect that has occurred.


§ 16 Liability

(1) Any liability of the provider - regardless of the legal basis - shall be determined exclusively in accordance with these provisions.

(2) Claims for damages against 123map for breach of duty shall exist in the case of intent or gross negligence by a legal representative or a vicarious agent of 123map and in the case of injury to life, body or health.

(3) In the event of a negligent breach of material contractual obligations by legal representatives and executive employees, 123map shall be liable for foreseeable damages typical for the contract, but not for lost profits or consequential damages

(4) Liability is excluded in all other respects.

(5) 123map shall also be liable to the customer for the loss of data, programs and their recovery only to the extent that such loss could not have been avoided by reasonable precautionary measures taken by the customer, in particular the backup of all data and programs. 123map shall also not be liable for errors in the transmission of data that are due to malfunctions of the Internet or configuration problems on the part of the customer.

(6) Liability under the Product Liability Act shall remain unaffected.


§ 17 Right of withdrawal and reservation of self-supply

(1) In the event that 123map is unable to fulfill its contractual obligations as a result of force majeure, operational disruptions for which 123map is not responsible, strikes or lockouts, 123map shall be entitled to withdraw from the contract or, in the case of a continuing obligation, to terminate the contract for cause.

(2) 123map shall also be entitled to these rights if contractual obligations to the customer cannot be fulfilled, third party suppliers (in particular suppliers of data) for their part - through no fault of 123map - do not meet their performance obligations.


§ 18 Term of continuing obligations

(1) If a continuing obligation is established between 123map and the customer, its term and the ordinary and extraordinary termination options shall generally be governed by the individual contractual agreement.


§ 19 Password security

(1) The customer can determine his own password for his customer area. He is therefore responsible for the choice of password. If 123map sends the customer a login name and password by email, the customer is obligated to change it immediately on his own via the 123map pages.

(2) The customer shall ensure the confidentiality of his password. The customer will not disclose the password to third parties or employees of 123map. It is expressly pointed out to the customer that, according to the current state of the art, the transmission of the password offers a high level of security, but not absolute security. In the event of access by third parties via the customer's password, 123map shall therefore be exempt from liability. In the event that the customer forgets the password or other identifiers, the password or the other identifiers will be sent to the customer by email upon request in the login area of the website via the link "Forgot your password?


§ 20 References to sources

(1) When using the products of 123map, the source references and copyright notices contained in the modules may not be removed, concealed, altered or otherwise made unrecognizable. These must be included by the customer in the application or printed publication. The same shall apply to the link to the 123map homepage if it is an Internet publication.

(2) The customer undertakes to include a copyright notice referring to 123map and the data suppliers on the corresponding web site or software interface and to provide a link to these General Terms and Conditions.


§ 21 Property rights of third parties

(1) The customer is solely responsible for the content of its application in which 123map products are made available. The customer shall indemnify 123map against claims of third parties arising from the infringement of copyrights and industrial or other property rights. The same shall apply to the contents of the 123map products to the extent that they have been inserted into the 123map map by the customer.


§ 22 Confidentiality agreement

(1) The parties shall maintain confidentiality about all details of the contract concluded between them beyond its term. This shall apply in particular insofar as they obtain knowledge of business secrets and know-how of the other contracting party.


§ 23 Other provisions

(1) The Customer may only offset claims of the Provider against undisputed or legally binding claims. Rights of retention of the customer, are excluded, unless they are based on the same contractual relationship.

(2) Changes and additions to this contract must be made in writing. This also applies to amendments to these provisions.

(3) the assignment of the customer's rights under contracts with 123map requires the prior written consent of 123map. 123map is entitled to have the performance of the contract carried out by third parties and to assign claims against the customer to third parties.

(4) This contract shall be governed exclusively by German law. The uniform UN Convention on Contracts for the International Sale of Goods (CISG) shall be excluded. General terms and conditions of the customer shall not apply.

(5) The place of jurisdiction for all disputes arising from this contract is Hanover. However, 123map is also entitled to sue the customer at a statutory place of jurisdiction.

(6) Should individual provisions of this contract prove to be invalid, this shall not affect the validity of the remaining provisions. The contracting parties shall be obligated to replace the invalid provisions with economically equivalent provisions.