General Terms and Conditions of Carly Solutions GmbH & Co. KG for Enterprise

Welcome to enterprise.mycarly.com.

Carly Solutions GmbH & Co. KG, Kolpingring 8, 82041 Oberhaching, Germany, Managing Directors Arian Avini and Avid Avini, registration number HRA 108068, registered at the Munich court, email: enterprise@mycarly.com, offers customized automotive software and hardware solutions, which you can find on our website enterprise.mycarly.com. Please carefully read our Privacy Policy as well as the following information. By using the services, you agree to be bound by these terms, unless an individual contract stipulates otherwise.

 

  1. Scope of Application

1.1 These General Terms and Conditions (GTC) apply to all contracts between Carly Solutions GmbH & Co. KG (hereinafter referred to as “Provider”) and business customers (hereinafter referred to as “Customer”) regarding the delivery and use of custom-developed software and hardware solutions.

1.2 Any differing terms from the Customer will only be recognized if expressly agreed in writing by the Provider. These GTC also apply to all future business relationships, even if not explicitly agreed upon again.

 

  1. Subject of the Contract

2.1 The Provider offers the Customer software solutions (e.g., mobile apps) and hardware solutions (e.g., adapters) specified in the respective individual contract. The exact scope of services is determined by the contract and the respective service description.

2.2 The software and hardware solutions are provided exclusively for business purposes. Use for private purposes is excluded unless expressly and in writing approved by the Provider.

 

  1. Conclusion of the Contract

3.1 The contract between the Provider and the Customer is formed when the Customer accepts a written or electronic offer from the Provider.

3.2 Offers from the Provider are non-binding and subject to change unless expressly marked as binding.

 

  1. Provider’s Services

4.1 The Provider will provide the Customer with the software and hardware solution specified in the contract in the form agreed upon.

4.2 The software is made available via download. The hardware is sent to the Customer according to the agreed delivery terms.

4.3 Software updates are made available to the Customer under the contractual agreements. The Provider is not obliged to provide functionalities or technical support beyond what is stipulated in the contract unless separately agreed.

 

  1. Payment Terms and Prices  

5.1 Prices and payment terms are individually agreed for each contract and are outlined in the respective offer or contract.

5.2 All prices are net, excluding the applicable statutory VAT.

5.3 Payments are due within the period specified in the contract without deductions. The Provider reserves the right to charge default interest as per legal regulations if the Customer falls into payment arrears.

 

  1. Usage Rights, Retention of Title, and Copyright 

6.1 The Provider grants the Customer a non-exclusive, non-transferable right to use the provided software for the purposes agreed upon in the contract.

6.2 The hardware remains the property of the Provider until full payment of all claims arising from the business relationship has been made.

6.3 The Customer is prohibited from transferring, duplicating, or modifying the software or hardware without the express written consent of the Provider.

6.4 The software is protected by copyright. The Provider is the sole owner of all intellectual and industrial property rights. The Provider warrants that the general operation of the software is legally permissible, does not violate any German laws, regulations, or directives, and does not infringe on third-party rights.

 

  1. Warranty

7.1 The Provider warrants that the delivered software and hardware will substantially conform to the contractual service description.

7.2 Obvious defects in the hardware must be reported in writing within 7 business days of receipt. If no defect notice is provided within this time, the delivery is deemed accepted.

7.3 The warranty period for hardware is 24 months from delivery.

7.4 There is no guarantee for the hardware unless individually contractually agreed otherwise.

7.5 For software, the warranty is limited to defects that significantly impair its use. Minor deviations from the agreed functionality do not constitute defects.

 

  1. Liability

8.1 The Provider excludes all liability for damages unless caused by gross negligence or intent or if the damage results from the breach of essential contractual obligations (cardinal obligations).

8.2 In cases of slight negligence, liability is limited to the typically foreseeable damage.

8.3 The Provider is not liable for lost profits, indirect damages, or data losses.

8.4 Statutory liability obligations, such as under the Product Liability Act or in the case of injury to life, body, or health, remain unaffected.

8.5 The Customer is solely responsible for compliance with all applicable data protection and data security regulations during the installation and use of the products (software and hardware). The Customer fully indemnifies the Provider against any third-party claims and compensates for any damages, including legal costs and potential fines, resulting from such claims. The liability limitations under § 17 do not apply to this indemnification claim.

 

  1. Contract Term and Termination  

9.1 The contract is concluded for a period of one year and will automatically renew for an additional year unless terminated with 6 months’ notice before the end of the contract year.

9.2 Differing contract terms or notice periods must be agreed upon in writing.

9.3 The right to terminate the contract for cause remains unaffected. Cause exists in particular if the Customer becomes insolvent or violates essential contractual provisions.

 

  1. Confidentiality and Data Protection

10.1 Both parties commit to treating all confidential information received during the collaboration as strictly confidential. A separate non-disclosure agreement will be concluded for this purpose.

10.2 The Provider processes the Customer’s personal data solely in accordance with legal data protection regulations. A separate data processing agreement (DPA) will be concluded for this purpose.

 

  1. Jurisdiction and Applicable Law 

11.1 All disputes arising from or in connection with this contract shall be governed by the laws of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

11.2 The place of jurisdiction is Munich.

 

  1. Final Provisions

12.1 We reserve the right to amend these GTC, particularly due to changes in the law or to enable better functionality. Amendments will be sent to the email address you provided along with the new version. The changes are deemed accepted unless you object within four weeks of receiving the amendment notification. A simple email to us suffices for an objection.

12.2 We point out that you may receive legally binding statements via email.

12.3 Should any provision of these GTC be or become invalid or unenforceable, the validity of the remaining provisions shall not be affected. The invalid provision shall be replaced by a provision that comes closest to the economic purpose of the invalid provision.

12.4 Our current privacy policy can be viewed here.

12.5 You can contact us with any questions, comments, complaints, or other declarations via letter, phone, or email at the following contact details: Carly Solutions GmbH & Co. KG, Kolpingring. 8, 82041 Oberhaching, email: enterprise@mycarly.com.