Terms and conditions

1. Preamble and scope

1.1. Hive is a full-service e-commerce and logistics company that enables e-commerce businesses ("Customer"; together with "Hive", the "Parties") to optimize their movement of goods and delivery processes to their End Customers through a software platform developed by Hive. Hive offers, among other things, the organization of transport, warehousing (including the receipt and random inspection of goods), order picking and preparation for packaging and dispatch, as well as the handover to the Customer, all of which are software-supported. Hive provides all services to the Customer on the basis of these General Terms and Conditions ("GTC"). The services offered by Hive are aimed exclusively at entrepreneurs within the meaning of §14 of the German Civil Code (BGB) and not at private individuals.

1.2. These GTC shall apply to all current and future business transactions between the Parties, even if no express reference is made to them and even if the Customer's terms and conditions have been referred to and have not contradicted in the correspondence between the Parties. Deviations from these GTC, supplementary agreements or any conflicting terms and conditions of the Customer shall only be effective if they have been confirmed by Hive in writing or if a reference has been made to them in the individually agreed contract governing the basic commercial issues ("Customer Contract").

1.3. In addition to these GTC, the ADsp2017 shall apply, and insofar as these GTC or the ADSp2017 do not apply to the performance of logistics (additional) services, but which are related to the services of Hive, the Logistics GTC 2019 (www.dslv.org) shall also apply in a supplementary manner. The supplementary application is comprehensive, i.e. concerning the areas regulated in the sets of conditions for the rights and obligations of the Parties. In the event of conflicts or contradictions, the following order of precedence shall apply in descending order: Customer Contract, GTC, SOP, ADSp2017, Logistics GTC 2019.

1.4. Only mandatory statutory provisions, which may not be deviated from by way of pre-formulated contractual conditions shall take precedence over these GTC.

1.5. All technical and logistical details of on-boarding, goods acceptance and processing, and the handling of goods, Platform and functions, business, and execution times are regulated in a Special Operating Procedure ("SOP"), which will be provided separately to the Customers. Hive reserves the right to make changes and additions to the SOP, insofar as these are significant, Hive shall inform the Customer thereof. 

1.6. Insofar as the Customers have their registered office abroad or the Customer's business is operated from abroad, these GTC shall apply unless separate local GTC exist for the country in which the Customer has its registered office.

2. Services

2.1. The services to be provided by Hive within the framework of the cooperation and the consideration to be provided by the Customer are described conclusively in the Customer Contract. 

2.2. In a modular structure according to contractual agreement, Hive takes over, among others, the following services:

• Handling incoming goods traffic, including receiving, checking, counting, and storing the Customer's goods, incl. stocktaking, inventory, unpacking, etc.,
• forwarding services in import and export, i.e. commissioning Third Parties as forwarding agents, 
• Processing of orders from End Customers through entry recording, pick & pack, labeling, commissioning, addressing, and handing over to the Logistics Service Provider,
• Shipment tracking and returns management,
• Presentation of the aforementioned services on a cloud-based Platform

2.3. The services described above are only exemplary and may be limited, discontinued, or extended by Hive before an individual order is placed. If the Customer has made an individual agreement on indispensable basic services in the Customer Contract, the Customer shall be free to terminate the Customer Contract with a notice period of two months upon the request for removal or reintroduction of limited or discontinued services. If service areas other than basic services are affected, the Customer shall be entitled to a corresponding reduction of the remuneration if and to the extent that the services actually used by the Customer are directly affected by the restriction or discontinuation.

3. On-boarding, Platform, shop connection

3.1. Hive has developed a web- or cloud-based application through which the Customer can control the operational processing of its sales to End Customers ("Platform"). This also includes the visualization of stock levels, where required sales and payment flows, tips for optimization, and other useful information and services. The information and services listed in the last sentence do not represent the basic services of Hive, but merely serve to provide the Customer with a better overview. The Platform is accessible via a web browser. An app for mobile devices will be developed in the future. The Platform is connected to online order shops via standard API. The Customer has no right to demand the connection to specific order shops or order shops not mentioned in the Customer Contract. The Platform will continuously be developed and improved. The Customer has no right to demand certain functions of the Platform or demand that certain functions remain unchanged or even exist at all. Further details, including access management, login, etc. are regulated in the SOP. 

3.2. After the conclusion of the Customer Contract, the Customer initially receives access to Hive’s Platform. The basic functions of the Platform are explained to the Customer as part of an onboarding process. The Customer is entitled to introductory support by Hive to a reasonable extent. However, the Customer shall train its employees on how to use the Platform. In all other respects, the Customer shall itself be responsible for access to the Platform. 

3.3. The Customer shall treat the access data provided to him with the utmost care and in strict confidence; in particular, he shall prevent any misuse by implementing appropriate and suitable security measures.

3.4. Hive provides the Customer with the technical structure (API) for connecting the Platform to the shop systems (e.g. Shopify). The Customer is responsible for connecting his shop systems to the Hive interfaces using his personal access data. Hive shall support the Customer in setting up the interface. Hive does not guarantee a successful connection. Subsequent improvements to establish the connection are not owed. If a connection to the shop system that has been set up once is lost again due to changes to the shop system or if a new connection is required due to such changes, Hive shall only be liable for this if it can be restored with reasonable effort and to an appropriate scope. 

3.5. The responsibility for all activities that take place using the Customer's user account lies solely with the Customer. This also applies if unauthorized Third Parties misuse the client's user account. 

3.6. Furthermore, the Customer is solely responsible for activities, of whatever nature and by whomever undertaken, the loss and/or integrity of the data transmitted to the Platform via the Hive interfaces made available to him (e.g. triggering of high order volumes or other misuses via the shop connections).

3.7. As soon as the Customer becomes aware of any misuse of the Platform offered by Hive or of Hive's interfaces, the Customer is obliged to inform Hive immediately about the type, extent, reason, and countermeasures taken. In such cases, Hive reserves the right to temporarily or completely deactivate the respective Customers’ access to the Platform until the Customer proves that further misuse can be ruled out. Hive shall have the same right if it becomes aware of such abuse. The Customer will be informed within a reasonable period of time.

4. General obligations / Rights of the Parties

4.1. As a matter of principle and with regard to all services, the Customer shall provide Hive with all information required for the proper performance of the respective services to be rendered in a timely and complete manner and assures the correctness of the information and documents. 

4.2. Hive is not obliged to verify, check the plausibility of or otherwise supplement the information or documents of the Customer. This includes, but is not limited to, details and information required for optimal capacity planning, as well as information on the Customer's goods (e.g. with regard to their hazardousness, shelf life, dangerous goods classifications, quantity, weight, notified customs tariff number, etc.) as well as such information that Hive requires for the fulfillment of the order and order processing (data of the End Customers, method of dispatch in outbound traffic, repackaging, etc.) or requests on its online Platform for order processing.

4.3. The Customer shall inform Hive in good time, at the latest when placing the order, of all relevant factors affecting the execution of the order. These include, among others:

• Addresses, type, and nature of the goods, the gross weight (including packaging and loading equipment provided by the Customer) or the otherwise stated quantity, marks, numbers, amount and type of packages, special characteristics of the goods (plants, perishability, live animals, etc.), the value of the goods (e.g. necessary for customs purposes or the insurance of the goods), and, if applicable, the known planned delivery times, as well as requests for express deliveries,
• all obligations under public law, e.g. customs law, foreign trade law (in particular embargoes on goods, persons, or countries), and security law,
• all data required by the relevant (e.g. maritime law) safety regulations (e.g. SOLAS) in the respective prescribed form with regard to all modes of transport under consideration,
• Industrial property rights existing vis-à-vis Third Parties, e.g. trademark and licensing restrictions associated with the possession of the goods, as well as legal or administrative  obstacles that prevent the execution of the order,
• Special requirements to be observed by Hive (e.g. when unloading general cargo in inbound traffic)

4.4. In the case of dangerous goods, the Customer shall notify Hive in good time in text form via the Platform (e-mail in exceptional cases) and in a highlighted manner of the quantity, the exact nature of the hazard, and - if necessary - the precautionary measures to be taken. If the goods in question are dangerous goods within the meaning of the law on the transport of dangerous goods or other goods for the transport or storage of which there are special regulations under dangerous goods or waste law, the Customer shall provide the information required for the proper execution of the order, in particular, the classification in accordance with the relevant dangerous goods law, in good time so that Hive has sufficient time to check whether it is at all possible to take delivery of and subsequently handle the goods. The required documents shall be handed over with the inquiry about the dangerous goods, but at the latest early enough to allow Hive to check whether the order can be accepted. Hive shall have the right to refuse an order without giving reasons if it involves dangerous goods or hazardous goods, as well as to cancel the order if the information about the dangerous goods is only provided after the order has been placed or accepted or if the information or documents are otherwise found to be incorrect or incomplete after acceptance. 

4.5. In the case of valuable goods or goods at risk of theft (i.e. goods that are exposed to an increased risk of robbery and theft, such as (but not limited to) money, precious metals, jewelry, watches, precious stones, works of art, antiques, cheque cards, credit cards or other means of payment, securities, other valuables, documents, spirits, tobacco products, electronic entertainment devices, telecommunications equipment, EDP equipment, and accessories as well as chip cards and goods comparable to the aforementioned goods), the Customer shall inform Hive in the Order in text form and in a highlighted manner about the type and value of the goods and the existing risk so that Hive can decide whether to accept the order or take appropriate measures for safe and damage-free handling of the order. The aforementioned provisions on the rejection or termination of dangerous goods shall apply accordingly. If Hive accepts this order, Hive is obliged to take appropriate safety measures to protect the goods.

4.6. The Customer shall provide Hive with all documents and other records and provide information (e.g. for tariff classification). This applies in particular to the proper customs or other legally prescribed handling - this also includes security checks, e.g. for air freight shipments - of the goods.

4.7. The aforementioned information is uploaded for Hive by the Client via the Platform.

4.8. Hive may also transfer the core services (warehousing, commissioning, packaging process, and handover to dispatch or transport service providers) to Third Parties, but must notify the Customer of this, who shall only be entitled to the right to object in the event of a legitimate interest. Apart from that, Hive shall be entitled, at any time, to provide other services itself or by commissioning other contractors (such as the Logistics Service Provider). Something else shall only apply if the Parties have made a corresponding provision in the Customer Contract for the selection of a specific Logistics Service Provider.

4.9. Hive's services shall be provided to the extent stipulated in the Customer Contract (otherwise usual scope) and at the same time also to the extent ordered on average in the past. If the order volume is significantly higher than in the past on average over the last three months (e.g. many times higher), Hive may only store the goods or treat them otherwise if it is notified in good time. Hive will use its best endeavors to process above-average quantities if timely notice is given. Hive shall endeavor but cannot guarantee, to execute orders within the usual period of time during seasonal peaks or peaks typical in the industry, with increased order volumes throughout the industry (e.g. black Friday, pre-Christmas business, and before, during, and after public holidays or promotional days typical in the industry) or in the event of other above-average order volumes. 

5. Obligations of the Customer

5.1. Unless otherwise agreed in the individual Customer Contract, the Customer is obliged to ensure that the goods are packaged in a way that is safe for transport and storage in accordance with the current state of technology, to comply with the relevant legal provisions, and to label the goods accordingly.

5.2. The Customer is obliged to inspect its goods for damage before handing them over to Hive for the provision of services, irrespective of whether transport or storage services are involved. In the event of damage, the Customer must prove that the damage was caused by the transport or storage. Otherwise, it shall be assumed that the damage had already occurred before the handover to Hive.

5.3. The Customer shall regularly, i.e. at least once every working day, inform himself about the information regarding his Customer account, his Customer-specific activities and orders as well as the orders of End Customers and inquiries or notifications along with requests for instructions on the Platform and respond accordingly without delay.

6. Service processing Freight (In- & Outbound)

6.1. In inbound and outbound traffic, the Customer may commission Hive to organize the transport of the goods, deliver them himself or have them delivered by a Third Party and respectively have them shipped in this way. Inbound transport also includes the acceptance for ordered storage and, in outbound transport, the handover to the Carrier. In the area of freight, Hive organizes worldwide or national transport from the Customer's production sites/hubs/warehouses to the Hive fulfillment centers (inbound transport) and from these (outbound transport), in each case insofar as this is contractually agreed. Hive only organizes the individual transports and uses Logistics Service Providers for this purpose. The requirements for the goods to be transferred to the Hive Fulfilment Centre (e.g. high-bay storage capability) result from the SOP. 

6.2. The commissioning of Hive (individual order) is carried out by electronic transmission via the Platform.

6.3. Unless otherwise agreed in the individual Customer Contract and insofar as the inbound transport has not been taken over by Hive, the Customer is obliged, within the framework of self-delivery, to transport the goods intended for storage, or have them transported, to the ramp of the mutually agreed location ("delivery point") by Hive at its own expense, with timely notice of the delivery date and in close consultation with the warehouse.

6.4. If the Customer commissions Hive to organize the transport in inbound or outbound traffic and the ordered storage, the ADsp2017 and, in addition thereto, the Logistics GTC shall apply - unless otherwise provided for in these GTC. Hive may commission other Freight Forwarders and these other Third Parties. The Customer's instructions regarding specific Logistics Service Providers to be commissioned shall be given prior to the conclusion of the Customer Contract and shall require Hive’s confirmation. Subsequent instructions are only permissible in the case of special legitimate interest and with the express consent of Hive. 

6.5. Hive or the Logistics Service Providers used by Hive shall inspect the goods to be accepted prior to storage with regard to obvious damage or defects to the packaging that is readily recognizable from the outside. A quality inspection shall be carried out on a spot check basis if agreed separately. In addition, the completeness of the goods to be taken over (e.g. number of packages) is checked on the basis of the freight documents, insofar as this is possible, which means that otherwise a count is made of the units formed by the Customer for processing the order with and without loading equipment, which is to be treated as a whole (packages within the meaning of §§ 409, 431, 504 HGB). There shall be no counting by number of pieces or products, not even during stocktaking or when recording the inventory, unless these are the packages. A mere receipt issued for the receipt of the goods refers exclusively to the number of goods delivered and neither confirms the completeness nor the integrity of the contents of the packages. Further control is not owed. The Customer shall ensure that all accompanying documents and papers if required, are also provided or procured by Hive's vicarious agents.

6.6. Hive does not owe compliance with a specific delivery deadline. If specific dates are given in the correspondence or in the transport documents, these do not represent a binding promise for a specific delivery date but only an estimated date of arrival. The Customer is aware that Hive cannot influence execution, transit, handling, or transport times, as the transports are carried out by Subcontractors (Subforwarders or Carriers respectively) of Hive.

6.7. Hive is under no obligation to arrange the insurance of the goods. This applies even in the event that this is in the interest of the Customer. The Customer declares himself to be a waiver Customer. 

6.8. Hive is not obliged to accept or process orders for a certain volume of consignments and/or goods. The average number of orders executed per month during the term of the Customer Contract to date shall not constitute an obligation on the part of Hive to accept the orders unless this has explicitly been agreed in the Customer Contract. 

6.9. The transport and storage of dangerous goods within the meaning of the "European Agreement concerning the International Carriage of Dangerous Goods by Road" ("ADR") or "Dangerous Goods Regulation" ("DGR") of the IATA regulations in their most current version (available at: https://unece.org/info/events/unece-meetings-and-events/transport/dangerous goods) is excluded. Costs incurred by Hive due to the Customer's failure to designate dangerous goods shall be reimbursed by the Customer in full and without deduction. The Customer shall indemnify Hive against claims by Authorities and Third Parties. 

6.10. Goods that cannot be handled within the scope of Hive's services, such as live animals, perishable goods, plants, etc. are also considered to be excluded.

7. Service Processing warehouse logistics

7.1. The service area of warehouse logistics applies as soon as the goods are no longer being handled by the Freight Forwarder and are therefore subject to the area of ordered storage. The corresponding provisions of the ADsp2017 and, in addition thereto, the Logistics GTC apply to the service area of warehouse logistics. 

7.2. The storage of goods is subject to further specifications according to the SOP, if applicable. 

7.3. The storage of dangerous goods is subject to clause 6.(9) of these GTC and shall apply accordingly. 

7.4. For the safe storage of the goods, occasional inspections shall be carried out by suitable Hive personnel. The Customer shall only be entitled to inspect the goods under supervision after prior notice and only if Hive's interests are taken into account. An inspection of the Customer during the times when Hive is providing fulfillment services is only permitted in the case of special interest.

7.5. In the event of changes to the goods, Hive must inform the Customer immediately after becoming aware of them and obtain instructions. 

7.6. Hive shall carry out a rolling inventory, i.e. write-downs and write-ups to the targeted/actual stock shall be carried out continuously based on the receipts and disbursements/other events. Clause 6 (5) shall apply accordingly. If in deviation from this, the Customer requests an inventory based on a specific date, Hive shall be remunerated appropriately and at market rates according to the effort required for this. Acceptance of the inventory order is subject to Hive having sufficient free personnel and capacity and the Parties agreeing on the remuneration. 

8. Service Processing logistics and fulfillment services

8.1. After the goods have been stored, the Customer can release them for dispatch to his End Customers. For this purpose, the Customer shall inform Hive whether and which products will be put up for sale and to what extent. The Customer shall regularly send Hive the most accurate planning of the number of pending sales and deliveries, as possible. 

8.2. As soon as orders from End Customers are received by the Customer via the Platform, Hive prepares the goods for dispatch to the End Customers, i.e. transferring goods from the high-bay warehouse to the Pick & Pack area in appropriate quantities, opening the outer packaging down to the unit goods level.

8.3. After receipt of an order, Hive shall immediately consolidate the consignment for delivery to the End Customer, in each case as instructed, add inserts, make the consignment ready for dispatch, in particular, address it and mark or label it in such a way that mix-ups can be ruled out (consignment number / consignment tracking). Except for a superficial visual inspection within the scope of picking & packing, Hive is not obliged to carry out any further inspection of externally visible damage unless this has been expressly agreed in the Customer Contract. 

8.4. At the same time, Hive shall instruct the Logistics Service Provider (the "Last Mile Carrier" and these together with their Subcontractors the "LMC") or, in the case of Customer specific LMC contracts, inform them and do everything necessary to ensure that the shipments can be handed over to the LMC complete, without unnecessary delay and correctly addressed. 

8.5. If Hive discovers damage to the goods or the consignment during the preparation for dispatch, this consignment must be documented, the Customer informed and a new consignment prepared ready for dispatch for the same End Customer. Concerning damaged goods, the Customer must issue a corresponding instruction within 72 hours at the latest. Hive is entitled to immediately dispose of goods that are obviously worthless (e.g. broken glass, etc.) at the Customer's expense. Other damaged goods must be collected by the Customer at his own expense unless otherwise instructed. Costs arising from and in connection with the collection, processing, re-storage, disposal, etc. shall be borne by the Customer. 

8.6. Goods handed over to the LMC are to be written off in the inventory and the Customer is to be informed of the handover and the consignment number concerned. Concerning the inventory, the regulations in clause 7. (6) and clause 6. (5) shall apply accordingly. Furthermore, Hive is not obliged to count individual products or goods even when transferring the goods from the storage area to the pick & pack area, unless otherwise stipulated in the Customer Contract. This means that differences in the number of items may only become apparent once orders have been processed for the entire warehouse stock. 

9. Service Processing Delivery (Outbound)

9.1. In outbound traffic, i.e. on the transport route from the Hive Fulfillment Centers to the End Customers, the Customer has a choice of various options for commissioning LMC for shipment delivery to the End Customer. The Parties shall regulate in the Customer Contract or within the framework of the individual order whether the LMC is determined by the Customer or by Hive or whether a Customer-specific LMC is commissioned. Insofar as Hive selects the LMC, Hive shall be free in its choice. 

9.2. If Hive only hands over the goods to the Customer-specific LMC (commissioned by the Customer), Hive will only ensure safe loading for transport. All processes after handover to the LMC are then no longer part of Hive's service. 

9.3. Hive does not provide the transport service in outbound traffic itself but uses LMC for this purpose if this concerns the pure dispatch of parcels or letter-like items. They are responsible for the specific organization and execution of these transports.

9.4. The Customer is informed that the Subcontractors used by Hive in outbound transport exclude certain goods, so-called prohibited goods, from transport. The goods listed separately in the SOP are regularly defined by the LMC as prohibited goods, whereby this list is by no means conclusive or complete. The Customer must inform himself independently about the prohibited goods. Prohibited goods are listed in the SOP as examples. 

9.5. Insofar as the LMC justifiably refuses its obligation to perform concerning the existence of a prohibited good, Hive shall also have no obligation towards the Customer to perform the transport. In this case, Hive shall be released from any liability for any delays in delivery or damage to goods, and the Customer shall bear or reimburse the freight charges, charges for miscarriages, and expenses incurred.

9.6. Contracts of carriage between Hive and the Customer for shipments are concluded by handing them over to the Subcontractors or companies commissioned by them.

9.7. Neither Hive nor the LMC is obliged to check consignments to see whether they are subject to carriage exclusions. However, due to, inter alia, EU aviation security regulations, regular inspections are carried out and the Customer guarantees the suitability of its consignments for such inspections and for the carriage (by air). If during these inspections, LMC identifies or has reasonable grounds to suspect goods that may not - as agreed or intended - be transported by air, LMC shall be entitled to transport them by land or sea. The Customer shall indemnify Hive and the LMC against all additional costs and claims of Third Parties (e.g. duties) arising as a result, insofar as Hive or the LMC are not responsible for them.

9.8. If loss or damage to the consignment is externally recognizable and the Consignee or the Customer does not notify Hive's LMC of the loss or damage, at the latest, upon delivery of the goods, it shall be assumed that the goods have been delivered in full and undamaged. The notification must mark the damage (including partial loss / incompleteness) sufficiently clearly. The aforementioned presumption also applies if the damage (including partial loss / incompleteness) was not externally recognizable and was not reported within three (3) days after delivery. The recipient of the Customer must report a complete loss of consignments within thirty (30) days at the latest.

9.9. Claims for exceeding the delivery period shall expire if the Customer or the recipient does not notify Hive of the exceeding of the delivery period within thirty (30) days after delivery.

9.10. Damages are to be reimbursed after proper notification in text form including the submission of all documents, photos of the damaged product as well as the damaged packaging, and in compliance with the deadlines. 

9.11. Hive does not assume any responsibility or guarantee that the delivery of the goods meets special legal requirements (e.g. age restrictions). Neither Hive nor the LMC has any duty to check on delivery (e.g. duty to check the age details of the person receiving the consignment). It is the responsibility of the sender to choose the method of dispatch and documentation that meets the legal requirements for the contents of the consignment.

9.12. Hive has the right to refuse to ship goods to the Customer if the Logistics Service Provider legitimately refuses to ship the Customer's goods.

9.13. Hive has the right to exclude items from delivery if they do not comply with the data, specifications, or information provided by the respective Customer. The Customer shall reimburse Hive for any costs or expenses incurred by Hive as a result.

9.14. Hive reserves the right to exclude goods that do not comply with the values described in the SOP from acceptance and transport or to make the transport of these goods subject to restrictions, such as special packaging, and to charge higher costs if necessary.

10. Undeliverable items, address investigations

10.1. Hive shall inform the Customer, in the event of discrepancies or queries regarding the address of the End Customer provided by the Customer. The Customer is obliged to respond to such notification without delay and to issue instructions. Hive has no obligation to carry out or arrange for its own address investigations. Hive has no influence on the duration of the retention of the goods by the LMC. Usually, in the case of an incorrect address, a correction can only be made within 36 hours (shorter periods possible). If the Customer does not reply or does not reply in time, the consignment will be returned to Hive.

10.2. The Customer will be informed immediately of the return and must decide without delay whether a new delivery attempt should be made for which a charge will be payable. If the instruction for a new delivery attempt is given within 48 hours of the information to the Customer, a new delivery will be made at the same price as the original processing of the order. Without timely instruction or after an unsuccessful second delivery attempt, automatic re-storage will take place.

11. Packaging / storage and transport / pallet account

11.1. The Customer is obliged to pack the goods and, if necessary, to provide them with clear and durably affixed marks for their handling in accordance with the order. Old marks are to be removed or made unrecognizable. Furthermore, § 411 HGB applies and the Customer is obliged,

• to recognizably mark packages belonging to one consignment as belonging together,
• Packages - if necessary - to be prepared in such a way that access to the contents is not possible without leaving externally visible traces.
• The packaging of the goods (without outer packaging) must be suitable for transport, i.e. able to withstand a fall from a height of at least 1.20 m without damage.

11.2. At the request of and in consultation with the Customer, Hive shall pack the goods to be shipped in a manner suitable for shipment (repackaging).

11.3. The Customer warrants that the goods taken over are not subject to a ban on combined loading or storage and that the goods and their packaging do not pose any danger to the environment, people, or property, even in the event of damage.

11.4. The Parties do not keep pallet accounts. Cologne pallet exchange (train-for-train; pallet type B) shall apply unless otherwise agreed.

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12. Customs clearance in inbound and outbound traffic

12.1. The Customer usually carries out the customs clearance itself (self-clearance). In individual cases, the Customer may also instruct Hive within the framework of the individual order to carry out the import customs declaration in accordance with the Customer's specifications. Hive shall have the customs clearance carried out by commissioned Third Parties. The Customer shall sign any powers of attorney directly vis-à-vis the customs agent.

12.2. The Customer shall provide Hive, insofar as Hive has been commissioned with customs clearance, with all documents and other records and give information (e.g. classification in the customs tariff) which are necessary for the proper customs or other legally prescribed handling - this also includes security checks e.g. for air freight shipments - of the goods.

12.3. After the customs declaration has been made, Hive shall immediately provide the Customer with all customs and tax-related documents concerning the customs declaration. The Customer is obliged to check the customs and tax-related documents without delay and to notify Hive in writing of any objections, errors, and the like within three (3) calendar working days at the latest. If the Customer insists on a correction of the import customs declaration, Hive shall carry this out via the customs agent at the Customer's expense, unless the correction has become necessary due to circumstances culpably caused by Hive.

12.4. If shipment abroad is only possible if the Customer's goods are cleared through customs, the order for shipment shall also include customs clearance.

12.5. The costs associated with the import or export are not included in the fee unless expressly stated otherwise in the Customer order.

13. Data protection

13.1. Hive processes and uses the Customer's personal data within the framework of the statutory data protection provisions. Further information on this can be found in our data protection declaration (https://www.hive.app/privacy-policy).

13.2. Within the framework of the conclusion of the Customer Contract, the Parties shall also conclude the Data Processing Agreement attached hereto as an Annex.

14. Confidentiality

14.1. The Parties undertake to treat all information exchanged and processed within the framework of this contractual relationship as strictly confidential and with the utmost care.

14.2. Information shall not be deemed to be Confidential Information if the Party receiving it can demonstrate that (i.) it was aware of it prior to disclosure by the other Party; (ii.) it independently developed the information without recourse to or use of information of the other Party; (iii.) it lawfully obtained the information from Third Parties who, to its knowledge, were under no obligation of confidentiality to the other Party; (iv.) it became known to it or to the public without violating these provisions or any other rules protecting the other Party's trade secrets; or (v.) it is required to be disclosed by law or governmental or judicial order. In the last-mentioned case, the Party that has received the information shall immediately inform the other Party before disclosing it to Third Parties.

14.3. Confidentiality shall continue for five (5) years after termination of the Client Agreement.

15. Liability for forwarding and related services (except delivery to End Customers)  

15.1. In outgoing traffic (delivery of items to End Customers), only letters or letter-like items, in particular small packages, and parcels are sent. Hive is liable in this respect in accordance with the ADsp2017 for the following deviations: 

• In deviation from Section 431 (1) of the German Commercial Code (HGB), Hive's liability is limited to 2 special drawing rights for each kilogram of the gross weight of the goods instead of the statutory 8.33, if the damage to the goods or loss occurs during a transport that falls within Hive's period of custody. 
• In deviation from the above clause, Hive shall be liable in the area of delivery of parcels (not for letters or letter-like items), however, in the corresponding application of the liability regulation of the LMC used, insofar as this exceeds the limitation of liability according to the above limitation of liability and if and insofar as Hive can successfully make a claim against the LMC. The liability conditions of the LMC used by Hive shall apply in their respective applicable form. 

15.2. Hive's mere knowledge of the value of the property does not constitute an indication of value or notice of special interest. 

15.3. For insured parcels or in the event of loss or damage to returned parcels or parcels that are shown as delivered by the LMC but were allegedly not received by the End Customer, Hive is only obliged to pay compensation if the LMC has confirmed that compensation will be paid by the LMC.

15.4. Hive shall only be liable for the culpable improper fulfillment of other contractual obligations to the extent of the direct damage typical for the contract and up to the amount regularly foreseeable in such cases.

15.5. Insofar as Hive provides transport services and international conventions are compulsorily applicable to cross-border transports, their compulsory liability regulations shall apply exclusively. Hive's liability in the event of failure to meet delivery deadlines in the context of international transport shall be governed by the mandatory liability provisions of the         applicable international conventions. 

15.6. Hive shall also be liable for delays in delivery at three times the freight or, in the absence of such, at three times the corresponding remuneration for the service insofar as the freight contract provisions of the German Commercial Code do not apply, for example, because the performance of the service has not yet commenced or the liability relates to non-transport-related services. 

15.7. Liability for consequential damages, in particular for loss of profit, loss of production, standstill of operations, parts of operations or departments, special transports and, if applicable, reworking by the Contractor, shall be excluded unless a case of a qualified fault (e.g. within the meaning of § 435 HGB or Art. 29 CMR) exists.

15.8. The Customer is liable in particular, but not exclusively, for those damages incurred by Hive as a result of the transport of prohibited goods or the breach of its obligations under the contractual relationship with Hive. This liability of the Customer also extends to all transport costs, storage and other additional costs, customs duties, and taxes incurred for         Hive's transport service or incurred by Hive in the interest of the Sender or the Consignee or a Third Party, as well as for the indemnification or reimbursement in respect of all claims, damages, administrative penalties and costs incurred because the shipment is legitimately excluded from transport. The Customer shall indemnify Hive in full against all claims asserted by Third Parties upon the first request.

15.9. The limitation of the Customer's liability under clause 29.1 of the ADsp2017 shall not apply.

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16. Liability for the Delivery Division for letter and letter-like traffic as well as for parcels

16.1. In outgoing traffic (delivery of items to End Customers), only letters or letter-like items, in particular small packages, and parcels are sent. Hive is liable in this respect in accordance with the ADsp2017 for the following deviations: 

• In deviation from Section 431 (1) of the German Commercial Code (HGB), Hive's liability is limited to 2 special drawing rights for each kilogram of the gross weight of the goods instead of the statutory 8.33, if the damage to the goods or loss occurs during a transport that falls within Hive's period of custody. 
• In deviation from the above clause, Hive shall be liable in the area of delivery of parcels (not for letters or letter-like items), however, in the corresponding application of the liability regulation of the LMC used, insofar as this exceeds the limitation of liability according to the above limitation of liability and if and insofar as Hive can successfully make a claim against the LMC. The liability conditions of the LMC used by Hive shall apply in their respective applicable form. 

16.2. Hive's mere knowledge of the value of the property does not constitute an indication of value or notice of special interest. 

16.3. For insured parcels or in the event of loss or damage to returned parcels or parcels that are shown as delivered by the LMC but were allegedly not received by the End Customer, Hive is only obliged to pay compensation if the LMC has confirmed that compensation will be paid by the LMC.

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17. Limitations of liability for ordered storage, inventories, and declarations of value

17.1. Hive's liability for ordered storage shall be limited in accordance with the ADsp2017 unless otherwise described below.

17.2. If the Customer's loss consists of a difference between the targeted and actual stock levels at the level to which the receipt count is related (e.g. individual SKU, pallets, or colli), a decrease of 1% per annum (unless otherwise agreed in the Customer Contract) shall not be deemed to be a deviation of the targeted from the actual stock level and shall not be compensated or otherwise offset, unless such deviation exceeds an amount of EUR 5,000. Shortfalls in quantities exceeding the aforementioned decrease or surpluses shall be compensated in the proven amount of the net purchase value of the goods and, insofar as a credit balance results in favor of the Customer, shall be offset against the next settlement. 

17.3. Hive's liability for damage other than to goods, with the exception of personal injury and damage to Third Party property, shall be limited to EUR 35,000 per claim in the case of ordered storage.

17.4. Returned goods are deemed to be as ordered storage as soon as they arrive at the Fulfilment Center.

18. Liability for the logistics and fulfillment sector

18.1. Hive's liability in respect of logistical services and fulfillment not covered by any of the other liability provisions of these GTC shall be governed by the ADsp2017 and, in addition thereto, by the Logistics GTC 2019.

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19. Impediments to performance and force majeure

19.1. Impediments to the performance that do not fall within Hive's sphere of risk or for which Hive is not responsible shall release Hive, for the duration of such impediments, from its obligations whose fulfillment has become impossible due to the impediment to performance. Inaccessible addresses of End Customers also expressly do not fall within Hive's sphere of risk.

19.2. Events based on force majeure, such as but not limited to, severe weather, floods, storms, strikes and lockouts, riots, acts of war or terrorism, pandemics, governmental measures, and other unforeseeable, unavoidable, and serious events shall also be deemed to be impediments to performance.

19.3. Should such an impediment to performance exist, Hive shall inform the Customer of the expected duration of the impediment to performance and shall endeavor to minimize the impact on the other Party as far as is commercially reasonable.

19.4. In case impediments to performance or events of force majeure last longer than one hundred and eighty (180) days, either Party shall be entitled to terminate the Customer Contract.

20. Remuneration, invoice, due date 

20.1. Hive shall receive the remuneration agreed under the Customer Contract. 

20.2. Offers by Hive and agreements between the Customer and Hive on prices and services always relate only to the services listed by name, goods of normal size, weight, and quality, and an essentially unchanged volume of goods, orders, or loss of quantity. These normally presuppose unchanged transport conditions, unimpeded connecting routes, the possibility of immediate onward shipment, the continued validity of the previous freight rates, exchange rates and tariffs on which the agreement was based unchanged data processing requirements, quality agreements, and procedural instructions as well as unchanged public charges, energy, and personnel costs, unless the changes were foreseeable taking into account the circumstances at the time the agreement was concluded.

20.3. Unilateral changes made by the Customer to the scope of the services to be performed, in particular changes in weight or quantity, but also changes in the nature of the goods, in particular, the fact that they are hazardous goods, shall lead to Hive not being bound by its original offer. In addition to any further rights, the Customer shall be liable for all additional costs incurred as a result of the changes and shall also owe Hive a corresponding additional remuneration.

20.4. Invoices shall be issued by Hive exclusively in electronic form. They shall be sent to the e-mail address designated by the Customer. Unless otherwise contractually agreed, Hive shall issue an invoice every fourteen (14) days with a payment term of seven (7) calendar days. Hereby the following shall apply: 

20.5. Hive shall not be obliged to perform in advance. Freight and costs for incoming and outgoing freight transports shall be due in accordance with the statutory provisions and shall be invoiced at the latest upon execution of the service. Order-related costs for fulfillment and delivery services are due as soon as the order has been received via the Platform and execution has begun (e.g. label or label printing; not only once the consignment is delivered). Other services are generally due at the end and on the 15th of each month. All expenses such as customs duties or VAT for imports are due immediately.

20.6. Hive shall be entitled to reimbursement of expenses which Hive may consider necessary in the circumstances and for which it is not responsible, in particular contributions to general average procedures, detention or demurrage costs, and repackaging for the protection of the goods.

20.7. If the Customer instructs Hive to take delivery of the goods and, upon delivery to Hive, freight, impairment losses, customs duties, taxes, or other levies or expenses are demanded, Hive is entitled, but not obliged, to interpret these - insofar as Hive was entitled to consider them necessary under the circumstances - and to demand reimbursement from the Customer, unless otherwise agreed. Upon request, the Customer shall indemnify Hive against expenses such as freight claims, contributions to general average procedures, customs duties, taxes, and other levies imposed on Hive, in particular, if Hive is considered to be the authorized Party or the owner of Third-Party goods if Hive is not responsible for them.

20.8. Hive is entitled to an administration fee of EUR 25.00 and capital provision fees of 2% for disbursed costs, taxes, customs duties, and other costs pre-financed by Hive. Hive reserves the right to request a reasonable advance on freight and expenses, etc. at any time.

21. Termination

21.1. Unless otherwise stipulated in the Customer Contract, either party may terminate the Customer Contract by giving two (2) months' written notice to the end of a calendar month, whereby an e-mail shall be deemed to comply with the written form requirement. Orders already placed shall be executed. 

21.2. The right to terminate for an important reason remains unaffected. Irrespective of the existence of an important reason for termination, Hive shall be entitled to a special right of termination in the event that the Customer is in default with the payment of more than two (2) invoices due or an invoice amount of more than EUR 5,000.00 is due and has not settled all due receivables in full within three (3) calendar days of receipt of a payment reminder. 

21.3. The Customer undertakes to collect its goods from the warehouse at its own expense from the 30th day before and at the latest by the 10th day before the end of the Customer Contract (goods for existing orders remain unaffected). If the Customer fails to comply with its obligation to remove or collect the goods, Hive shall be entitled, after giving one notice in advance and setting a deadline of 7 days, to sell the goods on the open market, to deduct costs and outstanding invoices from the proceeds of sale and to return the remaining amount to the Customer.

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22. Contract and price adjustment

22.1. Hive reserves the right to change the prices and the range of services offered to Customers at any time with future effect if there is an important reason for the change and the change can be considered to be acceptable for the Customer when taking into account the interests of both Parties. 

22.2. An important reason shall be deemed to exist in particular if the change is necessary due to changes in case law or legislation or governmental requirements, if the change is necessary to a not insignificant extent due to a contractual equivalence disruption that was not foreseeable for Hive at the time of the conclusion of the contract (e.g. significant price adjustments of partners of more than 20%) or if the change is necessary for technical reasons. In addition, all price or contract adjustments by LMC shall generally be deemed to be an important reason. 

22.3. The Customer will immediately be informed in writing (by e-mail and on thePlatform) about changes, in particular about price adjustments. The Customer has the right to object to a not only insignificant changes in prices as well as significant changes in the range of services offered (unless a change in prices or the range of services offered is reserved separately in these GTC) within two (2) weeks after becoming aware of it. If no objection is made, the change shall become legally effective. Hive shall inform the Customer of the right to object, the deadline, and the significance of not objecting to these when sending the changes. In the event of a timely objection, Hive reserves the right to terminate the Customer Contract with four (4) weeks' notice to the end of the month. The special right of termination must be exercised vis-à-vis the Customer within one (1) month after receipt of the objection by Hive. This shall not give rise to any claims by the Customer against Hive. Insofar as the contractual relationship is continued after the effective objection of the respective Customer, the previous contractual provisions shall remain valid.

22.4. Notwithstanding the foregoing, Hive shall be entitled to adjust its prices and remuneration once a year as follows: 

• If the Consumer price index for Germany published by the Federal Statistical Office on the basis of 2010 = 100 changes by at least 5% compared to the index published for the month of the conclusion of the contract, each Party may demand an adjustment of the prices. The benchmark for this shall be the change in the index, insofar as this is equitable. The change in prices shall take effect from the month following the request for change. This provision shall apply accordingly to any further index change compared to the last change. 
• If the Consumer price index for Germany determined by the Federal Statistical Office is no longer continued during the term of the contract and is replaced by another index, this index shall be used accordingly for the question of value assurance. In this case, the Parties undertake to agree on a new economically corresponding value assurance clause.

23. Final provisions

23.1. These GTC shall be governed exclusively by German law, to the exclusion of the UN Convention on Contracts for the International Sale of Goods and the conflict of laws rules of private international law.

23.2. In the event of any disputes arising out of or in connection with this contract, Berlin shall, to the extent permitted by law, be agreed as the exclusive place of jurisdiction between the Parties. Besides the mandatory places of jurisdiction resulting from applicable international conventions, e.g. the CMR, Berlin is agreed to as an additional place of jurisdiction. If the dispute does not fall within the jurisdiction of the regional court, the local court of Berlin-Mitte is agreed as an additional or exclusive place of jurisdiction.

23.3. If any provisions of these GTC are or become invalid or unenforceable in whole or in part, the validity of the remaining provisions shall not be affected.

23.4. These GTC are available in different language versions. Translations only serve the understanding of the Parties. Only the German version is authoritative and any omissions, translation errors, contradictions, or inconsistencies as well as distortions of meaning in a translated version or the fact that a translation does not correspond to the current German version is not relevant and may not be taken into account. The translation may also not be used for the interpretation (of any kind) of the German version.

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You can find here the data processing agreement of Hive Technologies GmbH.