Modified: August 2024
1.1 These terms and conditions of use ("Terms and Conditions of Use") shall apply for the use of the PRO360 app and services ("PRO360"), an offering provided by Robert Bosch Limited, C/O Bosch Rexroth, Viewfield Industrial Estate, Glenrothes, KY6 2RD, UK ("Provider"), by registered commercial customers ("Commercial Customer") and by registered consumers ("End User") (also jointly referred to as “User” or "Users") and shall take priority over all other conditions subject to Section 12.4. Detailed information on the Provider can be found in the legal notice.
1.2 The Provider shall be entitled to render the Services through third parties (including affiliated group enterprises of the provider) as a subcontractor.
1.3 Any terms and conditions of the Commercial Customer or third party which diverge from or conflict with these Terms and Conditions of Use shall not apply, even if the Provider does not expressly oppose these Terms and Conditions of Use.
1.4 Individual agreements with the User (including ancillary agreements, additions and alterations) shall always take priority over these Terms and Conditions of Use.
1.5 The contract language is English.
1.6 Users can view and print these Terms and Conditions of Use under Link
2.1 Once the User has completed the registration process and the Provider has activated a user account, a user agreement between the Provider and User comes into effect ("User Agreement").
2.2 If the Commercial Customer is a natural person, he or she warrants that he or she is legally in a position to conclude an agreement (e.g. is not underage). If a person concludes this User Agreement as a representative of a legal entity, e.g. of the business for which the person works, this person assures the Provider that the legal entity is organised in accordance with the regulations under the law of the country in which it is incorporated or registered and that the person is authorised to represent the legal entity.
2.3 After entering into the User Agreement, the User can use and book various services ("Services"), namely the following:
a) Free of charge services ("Basic Services"),
b) Where available, paid-for services that expand on or modify the Basic Services ("Premium Services").
3.1 The Services available via PRO360 include, but are not limited to, product registration, guarantee extension, registration for promotions, software functions, data, posts, image and audio documents, information and other content ("Content").
3.2 The nature and scope of the Services provided, as well as details about their technical requirements and availability, are specified in the relevant service description (“Service Description”) under Service Description. The Service Description shall only be used for the Service specifications and does not include quality agreements or guarantees.
3.3 Access to PRO360 and these Services shall be either via a browser on a domain ("Website") or as an app for use on compatible mobile devices such as smartphones or tablets ("App"). Individual features of the Services may be restricted depending on access options.
3.4 Availability:
a) The Provider shall make every effort to ensure uninterrupted availability of the Basic Services to the extent possible within the scope of its technical and operational capabilities; however, Users shall not be entitled to uninterrupted use. It cannot be guaranteed that access to, or use of, the Basic Services will not be interrupted or impacted by maintenance work, further developments, or other disruptions.
b) Unless otherwise agreed, the Provider guarantees an availability of 98% per calendar year for Premium Services. This excludes times at which these Premium Services cannot be accessed due to technical or other problems not attributable to the Provider, or due to maintenance work, which may be carried out every day between 11 p.m. and 3 a.m. GMT.
4.1 Access to PRO360 and use of the Services require a user account, made available to the User by the Provider (Section 5).
4.2 The User is responsible for ensuring that the technical requirements (particularly in terms of required hardware, web browser, mobile device, internet access) for use of the Services in accordance with these Terms and Conditions of Use are met and maintained within the User's area of responsibility.
4.3 In order to be able to use the Services via the App, the User must download and install the App on their smartphone or tablet. The App is available for Android and iOS devices and must be installed via the relevant app store. Details regarding technical requirements, functions and operating instructions can be found under Service Description. The operating instructions shall only be used for the Service specifications and do not include quality agreements or guarantees.
4.4 Some Services may require special, compatible hardware which must be linked to the App and to the user account. These Services are specified in our Service Description. If the User is no longer authorised to use the hardware (e.g. due to transfer), they are obliged to disconnect the hardware.
5.1 Registration is completed the first time the App is started or alternatively via the Provider's Website and requires use of an authentication service (e.g. SingleKey ID). Different contractual conditions shall apply here, which must be accepted by the User separately during registration for the authentication service.
5.2 In connection with entering the login data for the authentication service, the User will as necessary be asked to submit personal data, e.g. name, address ("Registration Data"). This Registration Data must be complete and correct and must always be kept up to date. Only an authorised natural person may register a legal entity and that person must be mentioned by name.
5.3 In order to complete the registration process and submit the Registration Data, the User must also agree to the validity of these Terms and Conditions of Use.
5.4 In submitting the Registration Data, the User makes an offer to the Provider to enter into the User Agreement on the basis of these Terms and Conditions of Use. The User’s offer is accepted by the Provider via an e-mail confirmation and activation of the user account.
5.5 The Provider shall reserve the right to verify the identity of the User straight after submitting the Registration Data or at a later point in time, by requiring the User to click on an activation link which is sent to the User's e-mail address or by entering a code which is sent to the User's mobile phone number. The user account remains locked until the User provides the necessary verification. If the registration is not completed, the Provider shall reserve the right to delete the incomplete user account.
5.6 There is no entitlement to registration. The Provider can decline a registration within a reasonable period of time and without stating the reasons for doing so.
5.7 Each natural person is only permitted to register once with a user account. User accounts are non-transferable.
5.8 The Commercial Customer is authorised to create several Users under their one user account or carry out registrations for its customers. Each additional User is issued individual access data, which can be linked with an authentication service. The Commercial Customer guarantees that all Users shall comply with these Terms and Conditions of Use in the current applicable version and that all Users will act in the name of the Commercial Customer and in accordance with all applicable laws. When a User is set up, all of the User's activities are assigned to the Commercial Customer.
5.9 The User is obligated to handle the access data carefully, not pass it on to third parties and/or not allow third parties to gain access to the user account by bypassing the access data. The User shall be liable for all activities that take place using their user account and for which the User is accountable. The User shall change the password for their user account immediately, should there be reason to believe that their access data is known to unauthorised persons.
6.1 Where available, the User can book Premium Services via the App or the Website. The use of Premium Services is subject to these Terms and Conditions of Use, provided the booking does not specify conditions of use that diverge from these. To this end, the User may be required to provide additional data, such as credit card information or VAT identification number, in order to create a billing profile.
6.2 During the order process, the User is shown the key features of the product, the prices, the payment and delivery terms, term of agreement, termination notice period and other details ("Product Information"). End Users shall receive additional information regarding their right to cancel.
7.1 Taking the following regulations into account, the Provider can allow the User as necessary to post, upload, save, create, share, send or display their own Content ("User Content") and make it available to third parties – (known as "Submission").
7.2 The User undertakes to refrain from submitting User Content which, in terms of content, type, design or in any other way, violates these Terms and Conditions of Use, current laws, accepted principles of morality or third-party rights. The User assures that he is the sole owner of all rights to the content transmitted by him to the Provider, or that he is otherwise authorised (e.g. by an effective permission of the rights holder) to transmit the content to PRO360 and to grant the rights of use and exploitation as described above.
7.3 The Provider can define rules of conduct for the Submission of User Content, as well as for communication and interaction with other Users.
7.4 For the purposes of providing PRO360 and the Services provided via it, the User shall grant the Provider a simple, irrevocable, free-of-charge right of use, which is transferable to third parties and has no restriction on time or location, by submitting User Content. This includes in particular the right of reproduction, the right of distribution and the right to communication to the public, especially the right to making accessible to the public. The User Content shall remain the property of the respective User.
7.5 If the User has submitted User Content in connection with a Premium Service, the right of use granted in accordance with Section 7.4 shall expire when the termination takes effect or if the End User withdraws from the User Agreement. This shall not apply if the User Content:
a) has no use outside the context of the Premium Services;
b) is exclusively connected to the use of the Premium Services by the User;
c) has been combined with other data by the Provider and cannot be separated or only with disproportionate effort; or,
d) has been generated by the User together with other Users, provided other Users can continue to use the User Content.
7.6 The provisions of Section 18 shall take precedence for personal User Content.
7.7 The User foregoes the right to be named as author.
7.8 Where the Provider expressly offers the option to remove submitted User Content, the above rights of use and exploitation shall lapse when the User Content is erased. However, the Provider remains entitled to retain copies created for the purposes of data back-up or evidence, while respecting data protection.
7.9 The User shall be responsible for the User Content they post. The Provider shall not check User Content for completeness, accuracy, lawfulness, recentness, quality or suitability for a particular purpose.
7.10 The Provider shall be entitled to reject the posting of User Content and/or to edit, block or remove User Content already posted without prior notice, where the posting of User Content by the User, or the posted User Content itself, violates these Terms and Conditions of Use, the code of conduct or statutory regulations, or where the User has otherwise culpably breached its contractual obligations. In doing so, the Provider shall give consideration to the legitimate interests of the User and select the least stringent means of defence against the violation. The Provider shall notify the User of said measures via e-mail.
8.1 All rights to the Provider's Services and their content ("PRO360 Content") are the exclusive property of the Provider or its licensors and shall be protected by copyright or other intellectual property rights. The composition of PRO360 Content is therefore also protected by copyright.
8.2 PRO360 Content shall only be accessed online and displayed for the User's own purposes for the term of the User Agreement. The User is prohibited from reproducing, distributing and/or publishing PRO360 Content.
8.3 If PRO360 is used for a commercial or professional activity, the Commercial Customer may use the PRO360 Content available via PRO360 exclusively for their own internal business purposes. Any further commercial use of the available PRO360 Content is prohibited (see also Section 10).
9.1 Under some circumstances, PRO360 and the Services contain links to content that is not provided exclusively by the Provider, but by Users, partners or third parties (referred to collectively as "Third-Party Content").
9.2 This may also include the option to connect the user account or the Services to Third-Party Content that is part of an application offered by a third party (e.g., a third-party app) ("Third-Party Services"). Where the User uses Third-Party Services, the User shall be responsible for any associated costs and for compliance with the terms and conditions applicable to the Third-Party Services.
9.3 The Provider does not check the completeness, accuracy or lawfulness of Third-Party Content or Third-Party Services, and does not endorse said content or services. In particular, the Provider does not review any security-related aspects in connection with Third-Party Content or Third-Party Services. Consequently, the Provider does not guarantee the completeness, accuracy, lawfulness or recentness of Third-Party Content or Third-Party Services. This also applies with regard to the quality of Third-Party Content and Third-Party Services and their suitability for a particular purpose, as well as – where Third-Party Content is located on linked external websites – to Content that can be viewed by means of framing.
9.4 At its own discretion, the Provider shall pursue any justified reports of breaches of these Terms and Conditions of Use or any unlawfulness of particular Third-Party Content or Third-Party Services (or parts thereof) and take appropriate action to resolve this if required. In particular, the Provider shall immediately remove unlawful Third-Party Content as soon as the Provider becomes aware of its unlawfulness and insofar as this is technically possible.
10.1 The Services available via PRO360 are intended exclusively for lawful use by the User. Any use for other purposes is prohibited, unless such a use has been expressly agreed in advance and in writing by the Provider. Unauthorised use includes:
a) Offers and advertising for paid Content and services, both the User's own and those of third parties.
b) Offers, advertising and activities, such as competitions, prize draws, exchange deals, advertisements or multi-level marketing schemes.
c) Collection – digitally or otherwise – of identity and/or contact data (including e-mail addresses) from Users (e.g. in order to send unsolicited e-mails).
d) The exploitation of Services available via PRO360, including their associated Content, for a fee.
10.2 The User is prohibited from performing any activities on PRO360 and in connection with the use of its Services should they violate these Terms and Conditions of Use, current laws or accepted principles of morality. The User undertakes in particular to observe current laws and to refrain from violating any third-party rights.
10.3 Any action that shall likely adversely affect the operation of PRO360, its Services and the relevant technical infrastructure is also prohibited. These include in particular:
a) Sending Content with viruses, worms, malware, Trojans or malicious elements.
b) Using software, scripts or databases which have not been approved by the Provider in conjunction with the use of PRO360 and its Services.
c) The automatic read-out, blocking, overwriting, modification, copying of data and/or other Content, provided that this is not required for the proper use of PRO360 and its Services.
d) Decoding, decompiling, disassembling or reconstructing the source code, any software or proprietary algorithms in use, or attempting to find out about them in any other way, unless such is permitted on the grounds of mandatory inalienable regulations.
10.4 Should the User become aware of any use of the Services that is illegal, classified as misuse, contrary to contractual provisions or unauthorised in any other way, the User can contact the Provider by e-mail via Bosch.ServiceCentre@uk.bosch.com. The Provider shall then check the activity and introduce appropriate steps, where necessary.
10.5 In the event of considerable breaches of obligations, where the User is accountable, the Provider is entitled to terminate the User Agreement for cause in accordance with Section 14.
11.1 The Provider can block User access to PRO360 and/or Services, if the Provider determines that:
a) the use of PRO360 and/or use of the Services (i) present a security risk for PRO360 and/or the Services and/or a third party; (ii) have an adverse effect on PRO360 and/or the Services or the systems or Content of another User; (iii) violate current laws or third-party rights; (iv) could make the Provider, its associated businesses or third parties liable for damage; or (v) is fraudulent;
b) the User is in breach of these Terms and Conditions of Use; or
c) the User is in default of payment for more than 30 days.
11.2 The Provider shall inform the User of the intention to block by sending notification to the e-mail address associated with the user account before blocking access, unless the Provider has to act immediately for urgent reasons and is therefore unable to give prior notification to the User.
11.3 The block will be lifted as soon as the User has resolved the issue which led to access being blocked.
11.4 The Provider's right to block the User's access to PRO360 and/or the Services is in addition to the Provider's right to terminate these Terms and Conditions of Use as stipulated in Section 14 and pursue other claims available to the Provider under current law.
12.1 Registration and access to PRO360 and the use of Basic Services are free of charge. As regards the use of the Premium Services, the prices stated at the time of booking shall apply. All prices stated for End Users are inclusive of VAT.
12.2 The fees for the Premium Services are due immediately when the agreement for the particular Premium Service is formed.
12.3 Information about methods of payment, time of payment and any additional costs can be accessed on the Website or in the App.
12.4 Insofar as Premium Services are booked via the App, payments shall be processed via the respective app store. In the event of contradictions between the app store terms and conditions and these Terms and Conditions of Use, the app store terms and conditions shall take precedence.
13.1 If you are an End User, you have an automatic statutory right of withdrawal from contracts for purchases of digital content on PRO360.
13.2 When an End User purchases, or subscribes to, any digital content, as it is available to the End User immediately, the End User acknowledges that as a result they waive their automatic statutory right of withdrawal.
13.3 The User shall no longer have a right of cancellation for agreements for the provision of Services :
a) where the User does not have to pay, if the Provider has rendered the Service in full.
b) where the User has to pay, if the Provider renders the Service in full but, before the start of Service provision, the User (i) has expressly agreed that the Provider shall start provision of the Service before expiry of the cancellation period; or (ii) in the case of an agreement entered into outside the business premises, has given its consent in accordance with this Section on a permanent data carrier (e.g., via e-mail), or (iii) has confirmed that they are aware that their right of cancellation shall expire upon fulfilment of the agreement by the Provider.
13.4 The User shall no longer have a right of cancellation for agreements on the provision of digital content not stored on a physical data carrier:
a) where the User does not have to pay, if the Provider has started performance of the agreement.
b) where the User has to pay, if (i) the User has expressly agreed that the Provider shall start performance of the agreement before expiry of the cancellation period, (ii) the User has confirmed that they are aware, with their consent in accordance with this Section, that their right of cancellation shall expire upon commencement of performance of the agreement, and (iii) the Provider has made available to the User a confirmation of the agreement on a permanent data carrier (e.g. via e-mail).
c) in the event of cancellation, Section 14.5e) shall apply with the necessary changes.
13.5 Right to Withdraw:
Withdrawal policy
Right to Withdraw
You have the right to withdraw this agreement within fourteen days without stating your reasons.
The withdrawal period is fourteen days from the day on which the agreement is entered into.
To exercise your right to withdraw, you must inform us (Robert Bosch Limited, C/O Bosch Rexroth, Viewfield Industrial Estate, Glenrothes, KY6 2RD, UK, Bosch.ServiceCentre@uk.bosch.com PRO360) of your decision to withdraw this agreement in writing (e.g. a postal letter or e-mail). You can use the attached withdrawal form template for this, but it is not mandatory.
All that is required to meet the withdrawal deadline is that you send notice that you are exercising your right of withdrawal before the withdrawal period expires.
Consequences of withdrawal
If you withdraw from this agreement, we undertake to refund all payments that we have received from you, including delivery costs (with the exception of the additional costs incurred if you chose a delivery type other than the cheapest standard delivery we provide), promptly and no more than fourteen days from the day on which we receive notification that you are withdrawing the agreement. We will use the same payment method for the refund as was used in the original transaction, unless we have expressly agreed otherwise with you. Under no circumstances will you be charged for this refund.
If you have requested the Services begin during the withdrawal period, you are required to pay us a contribution proportionate to the scope of Services already performed up to the
time at which you notified us of your intention to exercise your right to withdraw this agreement, relative to the full scope of the Services provided for in the agreement.
End of withdrawal policy
13.6 Withdrawal form template
If you wish to withdraw from the agreement, please complete this form and return it to us.
To
Robert Bosch Limited, C/O Bosch Rexroth, Viewfield Industrial Estate, Glenrothes, KY6 2RD, UK, Bosch.ServiceCentre@uk.bosch.com PRO360
I/We (*) hereby withdraw the agreement concluded by me/us (*) for the provision of the following service:
· PRO360
Ordered on (*)/received on (*)
______________________________
Name of the consumer(s)
______________________________
Address of the consumer(s)
______________________________
Signature of the consumer(s)
______________________________
(only for hard copies of a notification)
Date ______________________________
(*) Delete as applicable
14.1 Term of agreement
a) The User Agreement is entered into for an unlimited time. This time period starts on the date of registration and ends when termination by the Provider or User comes into effect.
b) The term of the Premium Services is as specified in the Product Information.
14.2 Termination
a) The Provider can terminate the User Agreement at any time with a termination notice period of one month to the end of the month, but no earlier than the end of the term of a booked Premium Service.
b) The User may terminate the User Agreement at any time by deleting their user account. If the User has booked one or more Premium Services, the User Agreement can only be terminated together with the agreements governing the Premium Services and no earlier than expiry of the term for the Premium Service that has the longest term.
c) The User can terminate the User Agreement for Premium Services with a minimum term of one month with a notice period of 14 days to the end of the month.
d) The User can terminate the User Agreement for Premium Services with a minimum term of one year with a notice period of one month to the end of the year.
e) If the Premium Services are not terminated by the User in good time, the term is automatically extended:
(i) by a further month in the case of User Agreements with a minimum term of one month; or
(ii) indefinitely in the case of User Agreements with a minimum term of one year, whereby the User Agreement can be terminated with a notice period of one month to the end of the month. In the event of termination, any overpayments already received via direct debit will be refunded pro rata.
14.3 The right to give notice of termination for cause by both parties shall remain unaffected.
14.4 Format of termination
a) If there is no option to terminate the User Agreement via a delete function in PRO360 (e.g., in the user account settings, "Unsubscribe" function), notice of termination must be submitted in writing to the Provider.
b) Uninstalling the App does not constitute termination of the User Agreement. Any obligations to the Provider to pay agreed user charges for Premium Services shall remain unaffected by the uninstallation of the App.
c) A Premium Service can be terminated either in writing (letter, e-mail) or via the "Cancel agreements here" button.
14.5 Consequences of termination
a) If the User Agreement for Basic Services is terminated, the user account shall be blocked as soon as the Agreement ends and the User shall no longer have access to their user account, the Services or the User Content.
b) If the User Agreement for Premium Services is terminated, the User Account is downgraded to a Basic Services User Account at the time of termination.
c) Where a User Agreement is terminated in accordance with 14.5(a), the Provider shall be entitled to irretrievably erase the data generated in connection with the user account following a period of 30 calendar days after the termination becomes effective, subject to the expiry of any statutory retention periods. For personal data, the regulations on data protection shall take precedence, which may have an even shorter deadline for deletion.
d) The User is obliged to export and back up their data and User Content independently in good time before the end of the User Agreement or expiry of the above deadline.
e) If the End User has submitted User Content in connection with the use of a Premium Service, the Provider shall provide the End User, at their request, with the User Content which is not personal data free of charge within a reasonable time period and in a current, machine-readable format after the termination enters into effect. This shall not apply if the User Content
(i) has no use outside the context of the Premium Services;
(ii) is exclusively connected to the use of the Premium Services by the End User;
(iii) or has been combined with other data by the Provider and cannot be separated or only with disproportionate effort.
14.5 Reasons for termination
a) Without affecting any other right or remedy available to it, either party may terminate these Terms and Conditions of Use with immediate effect by giving written notice to the other party if the other party commits a material breach of any term of these Terms and Conditions of Use and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so.
b) Without affecting any other right or remedy available to it, Provider may terminate these Terms and Conditions of Use with immediate effect by giving written notice to the User in the event they:
(i) fail to pay an amount due under these Terms and Conditions of Use on the due date for payment;
(ii) takes or has taken against it (other than in relation to a solvent restructuring) any step or action towards its entering bankruptcy, administration, provisional liquidation or any composition or arrangement with its creditors, applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court), being struck off the register of companies, having a receiver appointed to any of its assets, or its entering a procedure in any jurisdiction with a similar effect;
(iii) suspends or ceases, or threatens to suspend or cease, carrying on business;
(iv) experience a deterioration in their financial position so far as to reasonably justify the Provider’s opinion that the User’s ability to give effect to the terms of these Terms and Conditions of User are in jeopardy;
(v) (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing their own affairs or becomes a patient under any mental health legislation; or
(vi) undergo a change of control within the meaning of section 1124 of the Corporation Tax Act 2010.
15.1 For End Users, these Terms and Conditions of Use do not affect your statutory rights.
15.2 With regard to Commercial Customers, the Provider shall not assume any warranty claims for material defects and defects of title for PRO360 and the Basic Services, except in cases where the Provider has fraudulently concealed the material defects and defects of title in question. For Premium Services, the statutory regulations apply.
16.1 Nothing in these Terms and Conditions of Use limits any liability which cannot be legally limited, including liability for death or personal injury caused by negligence or fraudulent misrepresentation.
16.2 Subject to section 16.1 above, the Provider shall not be liable for any loss of profit, indirect or consequential loss (whether direct or indirect) whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Agreement or any ex gratia or other compensatory payments made to a third party by the other party or on behalf of the other party, arising under or in connection with these Terms and Conditions of Use.
16.3 Subject to sections 16.1 and 16.2, the Provider’s total liability in respect of all other losses (including indemnified losses) arising under or in connection with these Terms and Conditions of Use, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed:
a) GBP 100,000 per agreement year; or
b) If the maximum liability amount is not reached during an agreement year, the maximum liability amount for the following agreement year shall not be increased. An agreement year, as mentioned above, is the first period of twelve months from the time of provision of the product in accordance with the terms of the agreement, and then every subsequent twelve-month period.
16.4 Otherwise, its liability shall be excluded.
16.5 The aforementioned limitations of liability shall also apply for the personal liability of the Provider's employees, representatives and executive bodies.
In the event of a claim due to a supposed or actual infringement of rights and/or the infringement of rights of third parties, the User shall relieve the Provider from all third-party claims, including any resulting damage (e.g. costs for adequate legal defense), which occur as a result of acts on the part of the User in connection with the use of PRO360 and its Services, unless the User is not responsible for the infringement.
18.1 All information about the processing of personal data can be found in the Provider's Data Protection Notice. This is available under Data Protection Notice.
18.2 If the Commercial Customer carries out registrations for its customers in accordance with section 5.8, it is obliged to obtain any necessary consent and to provide these customers with the data protection information provided within their user account prior to registration.
19.1 The Provider shall be entitled to refuse to perform the agreement if such is restricted or prohibited by foreign trade regulations (particularly the applicable national and international [re-]export control and customs regulations, including embargoes and other state sanctions) which, in accordance with these regulations, apply to this agreement (hereinafter referred to as "Foreign Trade Regulations"). In these instances, each party is entitled to terminate the User Agreement to the necessary extent. If partial delivery is excluded for technical or legal reasons or one party has no interest in a partial delivery, the termination shall lead to the cessation of the entire agreement.
19.2 If performance of the agreement is delayed due to requirements for authorization, permits or similar in accordance with Foreign Trade Regulations (hereinafter jointly referred to as “Authorization”), then any agreed dates and deadlines for delivery shall be extended/postponed accordingly; the party's liability in relation to the delay shall be excluded. In the event that Authorization is denied or is not granted within three (3) months of the application being submitted, each party shall be entitled to terminate the User Agreement, at least to the extent that performance of the agreement is dependent on Authorization. If partial delivery is excluded for technical or legal reasons or one party has no interest in a partial delivery, the termination shall lead to the cessation of the entire agreement.
19.3 The Provider and the Commercial Customer shall inform each other immediately they become aware of Foreign Trade Regulations that may lead to the limitations, prohibitions or delays specified in Section 19.1 and Section 19.2.
19.4 The Commercial Customer is obligated to make available to the Provider upon request all information and documents that are required to comply with the Foreign Trade Regulations or are requested by authorities in relation to these. These obligations may, in particular, include details regarding the end customers, the destination and the intended use of PRO360, the Services or the products. The Provider shall be entitled to withdraw from any agreements or refuse to perform the service if the Commercial Customer fails to supply this information and these documents to the Provider within a reasonable period of time.
19.5 If the Commercial Customer transfers PRO360, Services or products to a third party (including companies affiliated with the Commercial Customer), the Commercial Customer undertakes to comply with the Foreign Trade Regulations. If the Commercial Customer infringes this obligation, the Provider is entitled to refuse to fulfil the agreement or to terminate this agreement for good cause.
19.6 The Provider's liability for losses in relation to or attributed to the refusal to fulfil the agreement or owing to a termination of the User Agreement in accordance with Section 19.1, 19.2, 19.4 and 19.5 is – to the extent permitted by law – excluded.
19.7 Digital products (incl. the corresponding expertise, technology or data) are provided across customs borders in electronic form.
20.1 The Provider is authorised to amend or add to these Terms and Conditions of Use at any time with immediate effect, if required as a result of legislative changes or because of functional or technical advancements or other foreseeable reasons for changes to PRO360 or its Services.
20.2 Any change or addition shall be reported to the User at least 60 days before it comes into effect in writing. If the User neither accepts nor objects to the change or addition within 30 days of notification of the change or addition, the Provider has the right to terminate the agreement with a notice period of 30 days.
20.3 Editorial changes to these Terms and Conditions of Use , i.e. changes which do not affect the User Agreement, such as the correction of typing errors, shall be made without notifying the User.
21.1 Updates
a) The Provider may provide updates regarding the Basic Services in order to close security loopholes or rectify errors, for example. The User shall be responsible for installing updates immediately and updating the operating system on their device, if required for updating the Basic Services.
b) The statutory regulations on update obligations apply with regards to the Premium Services. The Provider shall inform the User in good time of the provision of such updates and of the legal consequences of not performing the installation within a reasonable time.
c) The Provider is authorized to download and install security updates directly, e.g., to maintain product or data security, regardless of the User's settings. If the Provider is to perform a security update, it shall inform the User about this.
21.2 Change to Services
a) The Provider shall be entitled to change, supplement or discontinue the Basic Services at any time, to restrict the use of the Basic Services to a particular period of time or make them available for a fee. The User shall not be entitled to retain specific Basic Services or parts thereof. The Provider shall, in each case, make every effort to give consideration to the User's legitimate interests. The User's claims to provision of the Basic Services for reasons outside these Terms and Conditions of Use (e.g. resulting from the procurement of hardware that relies on the Basic Services running) shall remain unaffected. Where the User is entitled to such claims to the provision of the Basic Services, Section 21.2b) to Section 21.2d) shall apply accordingly to any changes.
b) The Provider shall be entitled to change the Premium Services at any time, also beyond the necessary updates to maintain contractual conformity, provided this is for good reason and the User does not incur any additional costs as a result. A good reason exists, in particular, in the case of changes to the technical environment, changes in user numbers or improvements to Services. The User shall be informed of any changes via e-mail.
c) Where a change does not significantly impair the User's access to the Premium Services or the usability thereof, the User may terminate the agreement on the Premium Services free of charge with a notice period of 30 days. This shall not apply if the Provider enables the User to access or use the unchanged Premium Services without any additional costs.
d) In accordance with Section 21.2c), the User shall be informed by e-mail of any change to the Premium Services at least 45 days before the change. The termination notice period starts when the information about the change is accessed. If the change does not takes place until after the information is accessed, the termination notice period shall start at the time the change is made. In the information, the Provider shall point out to the User the latter's right to termination as per Section 22.2c).
e) Section 22.b) to Section 22.2d) shall also apply to any changes to the Terms and Conditions of Use required for good reason in connection with this.
21.3 Price amendments
a) The Provider is entitled to amend user charges for Premium Services for which no term has been specified, a maximum of once per year, to reflect the impact of changes to the total costs associated with the Premium Services. Examples for cost elements that impact the price of the Premium Services are license costs, costs for the technical provision and preparation of the Premium Services, customer services and other sales-related costs (e.g. invoicing and payment, marketing), general administrative costs (e.g. rent, labor costs, sub-contractor services, IT systems, energy) and taxes and duties.
b) The User shall be informed by e-mail of any price amendments at least 60 days before these are scheduled to come into force. If the User neither accepts nor objects to the change within 30 days of notification of the change, the Provider has the right to terminate the agreement with a notice period of 30 days.
c) As and when the costs in Section 21.3a) fall for the Provider, the Provider shall lower the monthly user charge accordingly. Any cost increases for other cost elements may only be factored in if the Provider has not already factored these costs into an increase in the monthly user charge.
d) Irrespective of the provisions in Section 21.3a) to Section 21.3c), the Provider is entitled to adjust the monthly user charge accordingly in the event of statutory value added tax rising, and obligated to do so in the event of the latter falling.
e) For price amendments that significantly exceed the normal increase in the cost of living, Section 20.2 shall apply with the necessary modifications.
22.1 The contractual relations between the contracting parties shall be subject to the laws of England and Wales or if the End User is a consumer based in Ireland, the laws of Ireland shall apply. If the End User is a consumer, this choice of law shall only apply if it does not deprive the End User of the protection provided by the mandatory provisions of the law of the state in which the End User usually resides (favourability principle). Application of the UN Convention on the International Sale of Goods (CISG) shall be excluded.
22.2 If the End User is a consumer, the End User can bring legal proceedings in respect of these Terms and Conditions of Use in the English courts. If the End User is a consumer and lives in Scotland, the End User can bring legal proceedings in respect of these Terms and Conditions of Use in either the Scottish or the English courts. If the End User is a consumer and lives in Northern Ireland, the End User can bring legal proceedings in respect of these Terms and Conditions of Use in either the Northern Irish or the English courts. If the End User is a consumer and lives in Republic of Ireland, the End User can bring proceedings in respect of these Terms and Conditions of Use in the courts of Ireland.
22.3 For Commercial Customers, any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Terms and Conditions of Use or their subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
23.1 Disruptions caused by unavoidable events which (i) are outside the Provider's control, (ii) could not have been avoided by reasonable means, (iii) were not foreseeable even with reasonable diligence, and (iv) substantially complicate, or wholly or partly render impossible, the Provider's obligations under these Terms and Conditions of Use , such as strikes, blockades, failure of the public power supply network, internet outages, Bitcoin system outages, exceptional weather conditions, operational or traffic disruptions and obstacles to transportation, ("Force Majeure") release the Provider from its obligations under these Terms and Conditions of Use for the duration of the event plus a reasonable start-up period.
23.2 Declarations and notices which are of legal relevance and are submitted to the Provider after the agreement has been concluded (e.g. the setting of deadlines), will be deemed effective only if made in writing (letter, e-mail).
23.3 Should any provision or part-provision of these Terms and Conditions of Use be or become invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the remaining provisions of these Terms and Conditions of Use.
23.4 These Terms and Conditions of Use and any rights granted by it may not be assigned, sublicensed or otherwise transferred by the User without the prior written consent of the Provider.
23.5 Any amendment to these Terms and Conditions of Use shall be in writing and signed by both parties.
23.6 A person who is not a party to these Terms and Conditions of Use has no right under Contracts (Rights of Third Parties) Act 1999 to enforce any provision of these Terms and Conditions of Use. The parties reserve the right to rescind or vary these Terms and Conditions of Use without the consent of any third party.
23.7 The failure or delay by either party in exercising any right, power or remedy of that party under these Terms and Conditions of Use will not in any circumstances impair such right, power or remedy nor operate as a waiver of it.
23.8 These Terms and Conditions of Use constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
23.9 Notices
a) Any notice or other communication given to a party under or in connection with this Agreement shall be in writing and shall be delivered personally or, sent by pre-paid first class post, or recorded delivery addressed to the other party’s registered office or other such address as may be notified to the other party in writing.
b) Any notice or communication shall be deemed to have been received if delivered personally, when left at the address detailed in this section; or if sent by pre-paid first class post or recorded delivery, at 9.00 am on the second business day after posting.
c) This clause does not apply to the service of any proceedings or any documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
Robert Bosch Limited