Robert Bosch GmbH
(Business Unit eBike Systems)
Robert Bosch GmbH, Robert-Bosch-Platz 1, 70839 Gerlingen-Schillerhöhe Germany, (hereinafter referred to as " Bosch ") operates a B2B partner portal for digital services for E-Bikes under https://b2b.bosch-ebike.com (IBD) https://portal.bosch-ebike.com (OEM) (hereinafter referred to as the “Portal” ) where different partners from Bosch, such as bike manufacturers, bike dealers, bike component suppliers as well as other third party partners from different market segments (altogether hereinafter individually referred to as a “Partner” and collectively referred to as the “Partners” ) (Bosch and the Partners hereinafter individually also referred to as a “Party” and together also referred to as the “Parties” ) can after a registration process and creating of a user account use different digital tools and services provided by Bosch, such as data services, software development kit (SDK), APIs, customization services, analytics and dashboard services, communication and mailing services, etc. partly for free partly for a valuable consideration (hereinafter individually referred to as a “Service” and together referred to as the “Services” ).
Bosch operates the Portal for businesses only and does not accept consumers within the meaning of § 13 of the German Civil Code (“BGB”) (for informational purposes only see also the corresponding definition in Section 2.1 of Directive 2011/83/EU) as Partners.
Contractual declarations and notifications to be given by the Partner (such as setting of deadlines, notification of defects, and declaration of withdrawal or reduction) must be provided in writing (e.g. email, letter etc.) to be effective.
Bosch is entitled to commission any Service from third parties (including Affiliates of Bosch as defined above) acting as subcontractors. Bosch will be in any case the contractual partner towards the Partner also if any subcontractor has been commissioned by Bosch.
2. Registration, User Account
For access to the Portal as well as for the order of any Services it is necessary to have a user account (hereinafter referred to as the “User Account” ) which will be created after completion of the registration process. In the scope of the registration process, the respective Partner is obliged to provide Bosch the required information which Bosch needs to open this User Account (hereinafter referred to as the "Registration" ).
The Registration will be made via the Portal or otherwise before. For the Registration a central SingleKey ID is duly needed. Therefor additional terms and conditions will apply to which the Partner will be pointed out separately during the registration for the central SingleKey ID. The central SingleKey ID shall also be used for any communication with Bosch.
After submitting of the login data for the central SingleKey ID, the Partner will be asked to provide additional information (e.g. name, current valid business address etc.) (hereinafter referred to as the “Registration Data” ). The Registration Data must be declared completely and correctly. The Registration of a legal person may only be carried out by an authorized natural person, who must be mentioned by name.
Bosch further reserves the right to verify the identity of the Partner directly after transmitting of the Registration Data or later on, for example by clicking an activation link which will be sent to the Partner’s email address. As long as the Partner has not been provided the necessary evidence, the User Account may remain suspended. If the Registration has not been carried out completely, Bosch reserves the right to delete the registered User Account accordingly.
The Partner is obliged to handle its login data with care, not to disclose them to third parties and/or not to enable third parties or persons to get access without using the login data. If the Partner violates these obligations, the Partner will be liable for each activity done by an unauthorized use of its User Account, unless he can verify that he is not responsible for the use of the User Account by the respective third party. The Partner is obliged to change its password for the User Account without undue delay, if he has a reason to believe that the login data could have become known to unauthorized parties or persons.
All notices will be sent in electronic form to the email address associated with the User Account.
The Partner is liable for all activities performed under its User Account.
3. Use Contract
The Use Contract between Bosch and the Partner will be agreed upon as stated in Section 2.5. Subject of the Use Contract is the access to the Portal as well as the use of it.
Bosch will endeavor to provide an uninterruptible availability of the Portal in the scope of its technical and operational possibilities, but there will be in any case no right of the Partner to have such an uninterruptible availability. Bosch does not and cannot warrant that the access to the Portal and the use of Services will not be impaired by downtime, maintenance activities, further developments, updates and upgrades or malfunctions. Bosch will use reasonable efforts to ensure that the Portal and the Services are as user-friendly as possible. Technical malfunctions (e.g. interruption in the electricity supply, hardware and software errors, and technical problems in the data lines) also can, however, give rise to temporary restrictions or interruptions.
Operational disruptions caused by Force Majeure or other unavoidable events beyond Bosch's control,
Which could not be averted with reasonable effort,
Which could not have been foreseen even when exercising with extreme care, and
4. Services, Warranty
The Portal is an online platform on which Bosch provides various Services whereby the Partner can get, inter alia, support for the development and the publication of applications (via SDK), customization services, analytics and dashboard services, communication and mailing services etc.
As far as the Portal and the Services are provided free of charge, they are provided on an “as is” basis and Bosch does not assume any warranty for defects and/or defects of title, except in cases in which Bosch fraudulently concealed the respective material defect and/or defect of title. Therefore, there are no warranties and there is no right to access or to use the Portal and the Services without interruption.
In case that a Service is not free of charge, the warranty will be regulated separately.
Any other specific regulation as well as the specification of the respective Service including among others the description (including function) of the Service as well as the field of application and possible restrictions of use (hereinafter referred to as the “Specification” ) will also be regulated separately when the Partner decides to order a certain Service. In this case a separate contract between Bosch and the Partner with regard to the respective Service will be agreed upon (hereinafter referred to as a “Service Contract” ).
“Content” (which means all information available via the Portal and the Services, such as software (including machines images and source code), software functionalities, APIs, data, text, audio, video or images, including documentation; sample code; software libraries; command line tools; proofs of concept; templates; and other related technology) that a Partner transfers to Bosch in connection with the access to the Portal, the use of Services and the User Account for processing, storage or hosting (also including the Registration Data) (hereinafter referred to as the “Partner Content” ) will be stored and regularly backed up by Bosch for the duration of the respective Use Contract. The Partner is solely responsible for compliance with mandatory record retention periods for financial accounting and tax purposes.
5. Partner's Obligations
The Partner is obliged to promptly provide reasonable cooperation required. Therefore the Partner is:
a) Obliged to immediately change all initial passwords which are assigned to him into passwords known only to the Partner. The Partner is required to carefully store Partner’s access data to the Portal and protect them from unauthorized access. If the Partner becomes aware that a third party has used its access data, he is obliged to notify Bosch immediately;
b) Obliged to correct the information in the User Account immediately, if, after the Registration, the indicated data has been changed;
The Partner shall not (and shall ensure that any Sub-User under its User Account shall not):
a) Intentionally access, tamper with, or use non-public portions of the Portal and the Services or the technical delivery systems of Bosch's providers;
b) Use any robot, spider, scraper, or other similar automated data collection or extraction tools, program, algorithm or methodology to search, access, acquire, copy or monitor any portion of the Portal and/or the Services other than via documented API endpoints;
c) Post or transmit any file which contains viruses, worms, Trojan horses or any other contaminating or destructive features, or that otherwise interfere with the proper working of the Portal and the Services;
d) Attempt to decipher, decompile, disassemble, or reverse-engineer or otherwise attempt to discover or determine the source code of any software or any proprietary algorithm used, comprising or in any way making up a part of the Portal and the Services;
e) Attempt to probe, scan or test the vulnerability of the Portal and the Services or breach or impair or circumvent any security or authentication measures protecting the Portal and the Services;
f) Frame or mirror the Portal and the Services; or
g) Use any device, software, or routine that interferes with any application, function, or use of the Portal and the Services, or is intended to damage, create undue load, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or communication stored or transmitted therewith.
6. Usage Rights
Where Bosch makes new versions, updates, upgrades, modifications or extensions of the Portal and the Services available or carries out other changes with respect to the Portal and the Services, the provisions of this Section 6. shall also apply thereto.
If the Partner violates any of the provisions of this Section 6., Bosch shall be entitled to suspend the Partner’s access to the Portal as well as to the Services in accordance with Section 12., provided that such suspension remedies the violation. The Partner shall be informed prior to such suspension. In case of repeated violations of this Section 6. by the Partner, Bosch shall be entitled to terminate the User Account for cause in accordance with Section 13.3, unless the Partner is not responsible for the violation.
7. Intellectual Property, Open Source Software (FOSS)
Bosch and its licensors own all rights, title, and interest in and to the Portal and the Services, and all related technology and intellectual property rights.
The Partner is not permitted to remove notices and notations in the Portal or the Services that refer to confidentiality, copyrights, trademark rights, patent rights and other intellectual property rights.
Free and Open Source Software (FOSS) components including the applicable FOSS license conditions used within the Portal and the Services shall be illustrated in the scope of the respective Service or within the Specification, if providing requires the fulfilment of FOSS license obligations.
8. Partner Content
a) The storage of Partner Content on the servers of Bosch or of third parties commissioned by Bosch at home or abroad;
b) The reproduction, modification, adaption, moderating and publishing of Partner Content, in particular publicly performing and publicly displaying Partner Content via the Portal or the Services (or parts thereof). Bosch is not obliged to delete or otherwise revoke any publications, material and/or other performances published and distributed during the term in accordance with Section 13.1.
The Partner warrants that
c) Partner Content is free of viruses, worms, malware, Trojan horses or any other contaminating or destructive features.
The Partner hereby grants to Bosch a fully paid, royalty free, worldwide, sub-licensable, non-exclusive license and right to use Partner Content limited to images, videos and texts, during the term in accordance with Section 13.1, to reproduce, modificate, adapt, moderate and publish in particular perform publicly and display publicly such Partner Content via the Portal or the Services (or parts thereof) and to display publicly such Partner Content on websites operated by Bosch and on social networks and similar portals (such as Facebook, Google, Stack Overflow, LinkedIn, Twitter, etc.). Bosch is not obliged to delete or otherwise revoke any publications, material and/or other performances published and distributed during the term in accordance with Section 13.1.
9. Third-Party Content
The Content of the Portal or the Services is partly from Bosch and partly from Partners or third parties. Partner Content and Content of third parties collectively referred to as "Third-Party Content”. Bosch does not carry out an examination for completeness, correctness and legality in Third-Party Content and does not adopt it as its own. In particular, Bosch does not carry out any inspection of the safety aspects related to Third-Party Content. This also applies to the quality of Third-Party Content and its suitability for a specific purpose, and also, as far as Third-Party Content is linked to external websites, which may possibly be viewed through framing (or parts thereof).
Bosch is liable in accordance with the statutory provisions
a) In the event of intent or gross negligence;
b) In accordance with the provisions of the German Product Liability Act or any applicable corresponding mandatory laws;
c) Within the scope of a guarantee given by Bosch; and
d) For loss of life or bodily injury/harm.
Notwithstanding the provision in Section 10.1, in the event of a negligent breach of a Material Obligation evidenced by the Partner, the amount of Bosch’s liability for all damaging events occurring in the same contract year is limited to 100% of the fees incurred under the User Account of the respective Partner in the year of the damaging event, however, at most Euro 50,000 per the respective contract year. A contract year shall be the 12-month period starting on the date of Registration and every subsequent twelve-month period.
Furthermore, Bosch’s liability is excluded.
The foregoing limitations of liability shall also apply in the event of fault by a person engaged by Bosch in the performance of its obligations and to the personal liability of employees, representatives and corporate bodies of Bosch or Bosch’s Affiliates.
The Partner is obligated to indemnify, defend and hold Bosch harmless for and from any third party claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out or in any way related to
b) The usage of the Portal or the Services by the Partner in a manner in which it infringes or violates any third party rights, including without limitation any injuries, losses or damages of any kind arising in connection with or as a result of the usage of a payment service by the Partner;
c) Claims regarding Partner Content, or the combination of Partner Content with other applications and third party products, content or processes, including any claims arising from alleged infringement or misuse of third party rights through Partner Content or through use, development, design, production, advertising or marketing of Partner Content;
d) The use of Open Source Software by the Partner;
e) Any infringement of data protection law respectively applicable or other data protection law relevant stipulations as agreed between the Parties herein or in any other context by the Partner or through Partner Content;
f) Any violation of applicable export and re-export control laws and sanctions regulations by the Partner;
g) Any violation of applicable tax law requirements;
each unless the Partner is not responsible for the respective claim or damage.
Bosch shall notify the Partner without delay and leave to the Partner the defense of these claims. Bosch will provide the Partner with all reasonable support.
Bosch may suspend Partner’s access to the Portal and/or to the Services, if Bosch reasonably determines that
a) The Partner Content and/or the Partner’s use of the Portal and/or the Services
- pose a security risk to the Portal and/or to the Services and/or any third party;
- may adversely impact the Portal and/or the Services or the systems or the Content of any third party;
- infringes any applicable law or any third party right;
- may subject Bosch, Bosch’s Affiliates, or any third party to liability; or
- may be fraudulent.
c) The Partner is delinquent on its payment obligations with regard to fee-based Services for more than 30 days; or
d) The Partner has ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of the Partner’s assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding.
Bosch will notify the Partner about the suspension by sending a communication to the email address associated with the Partner’s User Account prior to the suspension unless due to the seriousness and urgency of the matter Bosch needs to act immediately and is unable to provide prior notice.
The suspension shall be revoked after the Partner has resolved the problem giving rise to the suspension and has notified Bosch accordingly.
The right of Bosch to suspend Partner’s access to the Portal and/or to the Services is in addition to Bosch’s right to terminate the Use Contract pursuant to Section 13. and other remedies that Bosch may have under the applicable law.
13. Term and Termination of the Use Contract
Termination for Convenience
a) The Partner may terminate the Use Contract at any time for any reason and close the User Account for all Services.
Termination for Cause
a) The right of the Parties to terminate the Use Contract without notice for good cause and close the User Account for all Services accordingly shall remain unaffected.
Effect of Termination
Upon the effective date of termination
a) The Portal including the Services will no longer be accessible;
b) The Partner remains responsible for all fees and charges which have incurred through the date of termination, including fees and charges for in-process tasks completed after the date of termination;
d) Bosch has no longer the obligation to store and back up the Partner Content. The Partner is responsible for securing the Partner Content prior to the effective date of termination.
If Confidential Information within the above definition is requested by a public authority, then the respective other Party – to the extent that it is legally allowed - shall be informed without delay and before the Confidential Information is supplied to the public authority.
a) is in the public domain or belongs to the state of the art at the time of disclosure to the respective receiving Party,
b) is already known by the respective receiving Party at the time of disclosure,
c) thereafter enters the public domain or becomes state of the art by no fault of the respective receiving Party,
d) will be disclosed or made available by a bona fide third party freely able to disclose such information,
e) will be circulated, disclosed or made available to a third party after the explicit prior written consent of the respective disclosing Party,
f) has been individually developed by the respective receiving Party without any knowledge of the Confidential Information.
Each Party may disclose Confidential Information to its employees and Affiliates if
a) This is necessary for the purpose of the fulfillment of the Use Contract or a Service Contract and
15. Data Privacy
The Parties shall comply with the provisions of data protection law (particularly with the General Data Protection Regulation (EU) 2016/679) respectively applicable and bind their employees engaged in connection with this contractual relationship and the execution thereof to data privacy and confidentiality in accordance with the applicable laws, except to the extent that they are already under a general obligation to act accordingly.
If the Partner processes personal data, then the Partner guarantees that he is authorized to do so in accordance with the applicable laws and regulations, and that he has obtained all necessary consents, authorization and required permissions or has entered into necessary agreements with third parties in a valid manner in order to allow for Bosch to perform the tasks hereunder, including any access and processing of personal and other private data of all concerned individuals and/or third parties (e.g. end customers of the Partner or the Partner’s employees) which may be subject to special protection under applicable laws.
Bosch shall only process Partner-related personal data to the extent required to execute the Use Contract or a Service Contract, or otherwise permitted by applicable laws. The Partner acknowledges and confirms the collection and processing of such personal data to this extent. Information about the processing of personal data can be found in the data protection notice of the Portal and the Services.
16. Export Compliance
The access to the Portal, the Use of the Services and the Partner Content may be subject to national and international export and re-export control laws and sanctions regulations. The Partner agrees to comply with all applicable export and re-export control laws and sanctions regulations, including but not limited to the legislation of the Federal Republic of Germany, the European Union, the United States of America and a possible other local jurisdiction of the Partner’s country.
The Partner shall not – directly or indirectly – provide access to the Portal and the Services to any destination, entity, or person prohibited or sanctioned by the laws and regulations of the Federal Republic of Germany, the European Union, the United States of America or any other jurisdiction involved.
The Partner agrees not to use or export or re-export any Content or any copy or adaptation of such Content, or any Service offered on the Portal, in violation of any applicable export or re-export laws or regulations of the Federal Republic of Germany, the European Union, the United States of America or any other jurisdiction involved.
The Partner agrees that the Portal, the Services and resulting data, information and software will not be used directly or indirectly for nuclear, chemical or biological weapons proliferation, development of missile technology or any other military purpose.
The Partner shall indemnify and hold Bosch harmless from and against any and all liability, claims, proceedings, actions, fines, losses, costs, expenses and damages arising out of, connected with or resulting from Partner’s infringing (by act or omission) upon Foreign Trade Law. Such costs and expenses include but are not limited to (i) investigation expenses, (b) fines imposed by the authorities or (c) fees for legal advice sought because of the infringement.
This Section 16. shall survive any termination or cancellation of the Use Contract between Bosch and the Partner.
The Partner shall be notified of changes by email no later than thirty (30) calendar days before the planned effective date of the changes insofar as the modifications involves a restriction on the usability of data generated till date or other disadvantages or additional charges (e.g. adaptation expenses). If the Partner does not object within thirty (30) days of receipt of the notification or continues to use the Portal and its Services after expiry of the period for objection, then the changes shall be deemed to have been effectively agreed as from the expiry date of the time limit. In the event of an objection, the contractual relationship shall be continued subject to the conditions applying hitherto. If an objection is raised, Bosch is entitled to terminate the Use Contract and to close the User Account for all Services subject to a one (1) month notice period.
18. Compliance with Laws and Regulations
The Partner’s access to the Portal and the use of the Services must comply with all applicable laws, including copyright or trademark laws, antitrust and competition laws, export control laws, data protection laws, or any other laws in any applicable jurisdiction and does not conflict with any agreement that the Partner has signed with a third party. The Partner is responsible for making sure that its access to the Portal and its use of the Services is in compliance with any applicable laws and regulations.
The Partner’s access to the Portal and its use of the Services must comply with the principles of the UN Global Compact Initiative relating basically to the protection of international human rights, the right to collective bargaining, the abolition of forced labor and child labor, the elimination of discrimination when personnel is engaged and employed, the responsibility for the environment and the prevention of corruption. Further information on the UN Global Compact Initiative is available at: www.unglobalcompact.org .
19. Applicable law and place of jurisdiction
The contractual relationships between the Parties shall be exclusively governed by the laws of the Federal Republic of Germany. The application of the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.
Annex 1 - Supplemental Terms for United Stated of America and Canada