Terms and Conditions

1. preamble

These General Terms and Conditions (hereinafter referred to as “GTC”) govern the relationship between LogYou GmbH (hereinafter referred to as “LogYou”) and a customer (hereinafter referred to as “Customer”), together referred to as the “Parties”.

By using LogYou's services, the Customer agrees to comply with these Terms and Conditions and all related documents and policies referenced herein. These Terms and Conditions apply regardless of the country in which the Customer is registered.

2. definitions

ADSp2017 refers to the General German Freight Forwarders' Conditions 2017, which the DSLV publishes here. The ADSp2017 lists conditions that apply in the above order in addition to the customer contract and the general terms and conditions.

API (Application Programming Interface) is defined as a set of protocols and tools that enable different software applications to communicate with each other and facilitate the integration of the LogSHip app with online stores, marketplaces and other e-commerce channels or tools.

B2B/B2C shipment refers to a shipment that has been synchronized with the LogYou app as a B2B/B2C shipment or manually identified as such. Typically, the recipient of a B2B shipment is a reseller of the customer's goods. The recipient of a B2C shipment is typically an end customer of the customer.

Business days are days that are not Saturdays, Sundays, holidays or days on which banks are closed in the country in which LogYou offers its services.

Carriers are the independent third party delivery companies or freight forwarders who are responsible for the actual carriage of the Customer’s goods.

Confidential Information as defined in Clause 11.

Cologne Pallet Exchange refers to the conditions as developed and recommended by leading associations in shipping, forwarding and road haulage.

Customer Contract refers to the individually agreed contract that governs the business relationship between the Customer and LogYou, including any contract amendments signed by both parties.

The customer portal is the web-based application that LogYou provides to end customers. Depending on the additional features selected by the customer, the customer portal enables proactive management of the post-purchase experience with tracking, cross-selling and returns management.

Customs and Delivery Partner refers to a partner of LogYou that facilitates customs clearance and delivery of goods across different customs regions.

DDP means Delivered Duty Paid, as defined in the Incoterms developed by the International Chamber of Commerce.

End customers are the customer’s customers and usually the recipients of the orders processed by LogYou for the customer.

Goods means the physical goods processed by LogYou for the Customer. The terms “Products” and “Goods” are used interchangeably.

The Growth Manager is the customer’s contact for sales growth, cost reduction, onboarding and the optimization of the entire logistics facility.

The German Commercial Code (HGB) is the most important law regulating commercial transactions, obligations and activities in Germany.

The LogShip app is the platform that LogYou provides to the customer. Every customer subscribes to the LogYou app when entering into a contractual relationship with LogYou. This subscription includes all basic features for freight, inventory management, order processing, delivery, returns management and customer experience.

LogShip WMS and Logship 3PL APP is the proprietary LogYou warehouse management system developed in close cooperation with our LogYou fulfillment centers.

HS Codes (Harmonized System Codes) are defined as a standardized numerical method of classifying traded products, used worldwide for customs purposes to identify the type of goods being shipped.

The Logistics Terms and Conditions 2019 refer to the General Terms and Conditions for Logistics Service Providers 2019, which the DSLV publishes here. The Logistics Terms and Conditions 2019 list conditions that apply in the above order in addition to the customer contract, the General Terms and Conditions and the ADSp2017.

Order processing includes picking and packing, from folding the shipping boxes to placing the goods in the shipping box and closing it. If necessary, each shipping box is provided with transport-safe filling material to prevent transport damage.

Rejected Goods means any Goods that have been rejected, quarantined or for which the Services have been suspended in accordance with Clause 4.

SKU (Stock Keeping Unit) is defined as a unique identifier for each individual item that is part of the customer's goods and for each individual packaging material. Each item in all LogYou fulfillment centers is linked to a specific, unique SKU.

3. scope of services

LogYou provides an integrated suite of operational software and services that increase efficiency and drive growth across the customer's supply chain.

Software. The services offered to the Customer include the LogYou App, which provides near real-time operational monitoring and self-management capabilities. The LogShip App facilitates a range of activities, including management of fulfillment processes, access to all relevant information, and delivery and freight functions. It integrates seamlessly with the Customer's digital platforms and ensures a smooth flow of information. In addition, the Customer can select add-on features that add additional functionality to the LogYou App and Customer Portal. Detailed descriptions of the software services offered by LogYou are set out in Section 5.

Order fulfillment. LogYou provides a comprehensive range of fulfillment services, including order fulfillment according to the Customer's instructions, such as picking, packing and preparing the packages for shipment. In addition, LogYou takes care of incoming inventory processing, warehousing and quality assurance. These services are supported by dedicated customer support and the Customer's Growth Manager. Detailed descriptions of the fulfillment services provided by LogYou are set out in Clause 6.

Delivery, freight and packaging. LogYou also offers the Customer delivery and freight options, but does not transport the Customer's goods itself. Instead, LogYou connects the Customer with the freight forwarders or other logistics service providers who transport the goods to the end customers. In addition, LogYou offers several options for sourcing packaging material. The Customer can purchase packaging material through LogYou, select LogYou standard material or use self-sourced packaging material. Detailed descriptions of the delivery, freight and packaging services offered by LogYou are included in sections 7-9.

LogYou's offer is aimed exclusively at entrepreneurs or legal entities within the meaning of Section 14 of the German Civil Code (BGB) and not at private individuals.

4. rights and obligations of the customer

4.1. Ownership of goods

The Customer warrants that it is the rightful owner of all goods processed by LogYou for the Customer, including all underlying intellectual property rights, and/or that it is in legal possession of such goods and has the sole right to store the goods and thereafter arrange for the release and/or delivery of the goods. The Customer represents that all goods are not mislabeled, misbranded or tampered with and that the information on all shipping or delivery documents, including information regarding the quantity, weight, description and condition of the goods, is accurate and complete and can be relied upon by LogYou as reliable.

4.2. Provision of information

The customer is fundamentally obliged to provide LogYou with all information required for the proper provision of the respective services to be provided in a timely and complete manner and to ensure that this information is correct. LogYou is not obliged to verify, check the plausibility or otherwise supplement the information or documents provided by the customer. This includes in particular the information required for capacity planning, information about the customer's goods (e.g. shelf life, dangerous goods classifications, quantity, weight and HS code), information required for order processing (e.g. data about end customers, shipping method in outbound traffic, outer packaging).

Customer will provide all information necessary to complete the rollout process, including but not limited to planned arrival and quantity of inventory, expected order backlog at anticipated go-live date, packaging guidelines, technical shop integration, and preferred carriers.

The Customer will inform LogYou of the required SKU-specific information in a timely manner, at least 72 hours before the first arrival of a SKU at a LogYou Fulfillment Center. In addition, the Customer will simultaneously inform LogYou of any other relevant factors affecting the storage of the SKU and the execution of an order containing the SKU. These include:

(a) all obligations arising from public law, customs law, foreign trade law (in particular embargoes against goods, persons or countries) and security law;

(b) all data required by the relevant safety regulations (including SOLAS in the Law of the Sea) in the form prescribed for each mode of transport concerned;

(c) intellectual property rights existing against third parties, such as trademark and licensing restrictions linked to the ownership of the goods, as well as legal or administrative obstacles preventing the execution of the order;

(d) any special requirements to be observed by LogYou that are specific to the SKU.

4.3. Prohibited goods

The Customer warrants that all Goods to be processed by LogYou do not contain any items that violate the Universal Postal Convention or any applicable laws or regulations in the region in which the Goods are received, stored or shipped. The Customer further represents that all activities related to the promotion, sale and distribution of the Goods will comply with all applicable laws and regulations.

LogYou refuses to provide services for goods that are subject to controlled substance legislation, classified as weapons, and any items that are subject to strict legal regulations or prohibitions for processing or resale under applicable local laws. Should any of the Customer's goods, which are automatically classified as rejected goods, be delivered to a LogYou Fulfillment Center, the Customer assumes full responsibility for any legal consequences resulting therefrom. 

LogYou further refuses to provide services for goods where it is reasonable to assume that their contents or packaging may cause personal injury or property damage during normal transport and despite adequate packaging. LogYou also refuses to provide services for goods that contain or consist of live animals, animal carcasses, human remains or body parts.

4.4. Dangerous and hazardous goods

Customer must request approval from LogYou for all hazardous and dangerous goods at least thirty (30) business days before the goods are scheduled to arrive at a LogYou Fulfillment Center for the first time by submitting a customer support ticket in the LogYou App. The following information must be included in the customer support ticket: 

Average number of items to be stored monthly

Item weight (for liquids and gases: item volume)

UN number classification

Amount of UN-classified substance in each position

The safety data sheet

Dangerous and hazardous goods are goods that have the potential to cause harm to persons, vehicles or legal interests of third parties during normal transportation, storage or other activities. LogYou reserves the right to refuse to handle goods classified as dangerous or prohibited goods. Unless LogYou has issued a dangerous and hazardous goods authorization, these goods are considered rejected goods. 

4.5. Valuable goods

The customer is obliged to register valuable goods or goods with an increased risk of theft, in particular products containing precious metals, tobacco products, works of art (among others in accordance with ADSp 2017) with LogYou at least ten (10) working days before the goods are scheduled to arrive at a LogYou Fulfillment Center, using a customer support ticket in the LogYou app. The customer support ticket must contain the following information: 

individual item value

number of items to be delivered

LogYou reserves the right to refuse to process any valuable goods, in which case such goods will be considered rejected goods. LogYou will not be liable for any loss or damage caused by such goods if the customer fails to obtain prior authorization before the goods are delivered to a LogYou fulfillment center. 

4.6. Bulk goods

Unless otherwise agreed in the customer contract, the maximum weight and dimensions of a B2C shipment must not exceed the following values:

Maximum weight: 30 kg

Maximum length of the longest side: 120 cm

Maximum circumference (2x width + 2x height + longest side): 300 cm

These maximum dimensions do not apply to B2B shipments.

The customer must provide LogYou with all documents and other papers and provide information (e.g. on customs classification). This applies in particular to the proper customs or other legally prescribed treatment of the goods - this also includes security checks, e.g. for air freight shipments.

4.7. Perishable goods

The Customer is responsible for the health and safety of its Goods until the time of collection at the LogYou Fulfillment Center. In the case of perishable Goods, the Customer must provide LogYou with the expiry date of the Goods and any other information referred to in clause 4.2. LogYou shall not be liable for any damage caused to the Goods whilst in LogYou's care if the Customer has not provided LogYou with specific instructions relating to the handling of perishable Goods, unless these were obvious.

4.8. Rejected goods

If the Customer does not strictly comply with the obligations under clauses 4.3, 4.4, 4.5, 4.6 and 4.7, LogYou may, at its sole discretion, either reject the Customer's Goods, immediately suspend the Services for those Goods, quarantine the Customer's Goods or immediately terminate the Customer Agreement by giving notice to the Customer. All Goods that are rejected, quarantined or for which the Services are suspended are considered "Rejected Goods". This also applies to Goods affected by insects or other dangerous infestations.
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The Customer shall reimburse LogYou for the labor costs incurred in processing, removing or packing the rejected goods. If the rejected goods cause damage to LogYou's facilities, to the goods of other LogYou customers or to the property of third parties, the Customer shall be liable for the direct and indirect costs and expenses incurred by LogYou and/or third parties as a result. This may include the costs of storing and transporting the rejected goods, storing and transporting other affected goods and/or the property of third parties, returning or destroying the rejected goods, pest control, removing hazards and/or cleaning LogYou's facilities, legal costs in the event of an investigation or legal proceedings due to the damage caused by the rejected goods and any other reasonable costs caused by the Customer's failure to comply with the obligations listed above.

If the Customer fails to comply with its obligation to remove the Goods within thirty (30) days of receiving a request to do so, LogYou shall be entitled to dispose of the Goods, subject to applicable law. LogYou reserves the right to charge the Customer the full cost of disposal.

5. Software

5.1. Scope of the software

LogYou offers a web-based application, the “LogYou App”, which allows the Customer to manage operational processes, including sales to end customers, inventory visualizations and other relevant information. The integration of the LogYou App with online stores, marketplaces and other e-commerce channels is enabled through APIs and/or apps developed by LogYou, without LogYou being obligated to connect to any channel not listed. The LogYou App is constantly evolving without the Customer having the opportunity to request specific features or receiving any assurances regarding the durability of the current functionalities.

5.2. LogYou App Subscription

Each customer subscribes to the LogYou App when entering into a contractual relationship with LogYou. This subscription includes all basic functionalities for freight, inventory management, order processing, delivery, returns management and customer experience. The customer ensures that access to the LogYou App is only granted to authorized employees. The customer is solely responsible for all activities performed through his/her user account(s), including those resulting from unauthorized access by third parties.

The Multi-Channel feature is included in the LogYou app subscription. This feature allows multiple online stores to be linked to a single set of SKUs in the LogYou app, allowing synchronization of inventory information across multiple stores.

Address validation is also included in the LogYou App Subscription. An address validation event is triggered when the end customer's address provided to LogYou via the connection between the customer's shop system and the LogYou App is detected as incomplete to be shipped with the appropriate carrier. In this case, LogYou will temporarily block the order from execution and trigger an email notification to the end customer requesting the full address. Once the end customer or customer has completed the address, LogYou will lift the order block and execute the order.

5.3. Add-ons

The customer has the option to subscribe to add-on features that add additional functionality to the LogYou app and customer portal. Add-on features include, but are not limited to: customer portal tracking, customer portal returns, Pan-EU and delivery promises. The availability of add-on features may be limited to certain shop systems and/or geographic areas.

6. fulfillment

6.1. Fulfillment scope of services

When a customer's order is synchronized into the LogYou app, LogYou will process the order according to the instructions and packaging guidelines specified by the customer. This includes picking the desired goods, packing them in transportable packaging material and labeling the package with the recipient's address. LogYou then hands over the labeled package to the respective carrier for transport. The process can also be carried out by a fulfillment partner using the LogYou WMS. Apart from a superficial visual inspection as part of picking & packing, LogYou is not obliged to carry out any further checks for externally visible damage.

6.2. In-depth

LogYou will accept the unloading of all restocking shipments announced on the LogYou App at least 24 hours in advance that arrive within the business hours of the respective LogYou Fulfillment Center, unless the customer has been notified of a temporary stop in arrivals (e.g. during the days immediately before and after Black Friday). LogYou reserves the right to reject restocking shipments that have not been announced by the customer 24 hours before arrival at the respective LogYou Fulfillment Center. LogYou will inspect incoming goods for visible damage or defects and, if agreed, carry out random samples for quality assurance. LogYou assumes no liability for any damage or defects to the goods that were already present before the goods were taken over. The assessment of the completeness of the goods is made on the basis of the shipping documents and the expected restocking quantities announced by the customer in the LogYou App. A piece-by-piece count will not be carried out unless the customer expressly requests this, for which the customer will be charged the usual hourly rate for additional manual work.

The customer ensures that the goods arrive at the LogYou Fulfillment Center as standard goods: announced, sorted and palletized. The time required to process non-standard goods receipts is charged as additional expenditure at hourly rates. In addition, Section 411 of the German Commercial Code applies and the customer is obliged to:

(a) to mark the packages belonging to a consignment clearly as belonging together,

(b) where necessary, prepare packages in such a way that access to the contents is not possible without leaving externally visible traces;

(c) ensure that each pallet of goods delivered does not exceed the maximum weight of 600 kg and the maximum dimensions of 180 cm x 120 cm x 80 cm, including the pallet base. The pallets shall be shrink wrapped or otherwise secured against movement.

The customer guarantees that the goods sent by him to a LogYou Fulfillment Center are not subject to any ban on 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. 

The Cologne pallet exchange applies (transfer by transfer; pallet type B), unless otherwise agreed.

6.3. Storage

LogYou will store the customer's goods at a suitable location in a LogYou Fulfillment Center. If the smallest suitable storage space is not available at the time of storage, LogYou reserves the right to store the goods in the smallest available storage space and charge the customer accordingly.

The Customer has the right to inspect the Goods under supervision after notifying LogYou five (5) working days in advance. LogYou reserves the right to schedule inspections outside of the fulfillment times.

Handling of goods at LogYou Fulfillment Centers may result in loss or damage to goods. LogYou maintains high standards, however, hidden shortages, product damage, mislabeled goods, mispicked goods and/or cross-shipments do occasionally occur at LogYou Fulfillment Centers. Customer agrees that LogYou will be granted a shrinkage allowance of 1% on the total value of all Customer's units of goods at LogYou Fulfillment Centers on an annual basis. Compensation for shortages in excess of the above shrinkage is limited to the actual product value of the lost or damaged goods, as determined by reference to the original purchase invoice from the manufacturer or supplier (or the invoices from the manufacturers or suppliers of the original components if Customer assembled the goods). 

6.4. Kitting

LogYou will perform kitting tasks for the customer at the customer's request. Kitting refers to the process of taking multiple SKUs from inventory, assembling multiple items from those SKUs into a single kit, and storing those kits as a new SKU. The customer must place all kitting orders via the LogYou app. Kitting orders submitted to LogYou and approved by LogYou before the end of the week (Friday noon) are scheduled to be completed within approximately 5 business days or more, depending on overall workload and internal processes at LogYou. 

6.5. Return

Return processing refers to the process of receiving, identifying, and categorizing returned shipments. Returns can be passive, when sent back by a carrier after unsuccessful delivery attempts, or active, when sent back by an end customer after receiving the shipment. In both cases, the return is matched to the original shipment and processed according to the guidelines specified by the customer. 

6.6. Performance claims and liability

When the goods are handed over by the freight forwarder for storage in a LogYou Fulfillment Center, the relevant provisions of the ADsp2017 and, in addition, the Logistics General Terms and Conditions 2019 apply to the warehouse logistics service area. If the customer makes a complaint due to suspected fulfillment errors, LogYou will process the complaint provided that the customer complies with the complaint conditions listed in LogYou's complaint policy.

7. Delivery

7.1. Delivery Scope of Services

The Customer understands and agrees that LogYou does not actually transport the Customer's goods, but merely acts as an intermediary connecting the Customer with the carriers responsible for actually carrying out the transport of the Customer's goods through the LogYou App. Within the LogYou App, the Customer may select the shipping option they prefer, which may include either a specific carrier or other delivery specifications. If the Customer selects a specific carrier for delivery and the selected carrier is unable to provide its logistics service for the goods (e.g. due to a strike or work stoppage), or if LogYou is unable to acquire the shipping label for the carrier due to technical difficulties of the specified carrier, LogYou will use commercially reasonable efforts to select a suitable alternative carrier for the affected shipment, subject to LogYou's discretion.

7.2. Cash on Delivery (COD)

Cash on delivery services are offered in some LogYou Fulfillment Centers for shipments with a maximum value of EUR 1,000.00 per shipment. It is the customer's responsibility to provide clear instructions to the recipient of the goods and to request confirmation from LogYou that the synchronization of the payment method from the customer's shop platform with the LogYou app works as intended. In addition, the customer bears all costs incurred in connection with, but not limited to, seizure, refusal of acceptance, insolvency or non-payment by the end customer and indemnifies LogYou and/or the carrier against all related legal claims. 

7.3. Delivery Customs

There is no obligation to hand over Customer's goods for delivery by a carrier if LogYou reasonably believes or suspects that such action would violate any applicable import or export laws or sanctions. 

The customer has the option to choose a DDP delivery option for deliveries to regions outside the customs region of the LogYou fulfillment center where the goods are fulfilled. LogYou will inform the customer if this delivery option requires separate invoicing by the customs and delivery partner to the end customer. In this case, the customer will refrain from invoicing the end customer directly and instead issue a collective invoice to the customs and delivery partner. LogYou can support the customer in preparing this collective invoice.

7.4. Delivery Claims & Liability

If the Customer has selected a specific carrier with LogYou's approval, LogYou will hand over the processed shipments to the person responsible for pickup of the selected carrier. LogYou is not liable for any damage to the goods after they have been handed over to the carrier at the loading dock. If the Customer makes a claim against a carrier for loss or damage to a shipment arranged through LogYou, LogYou will assist in making the claim, provided the Customer complies with the requirements set out in LogYou's Claims Policy. 

The customer acknowledges that carriers exclude certain goods from transport. The customer agrees to comply with the carriers' prohibition regulations. Neither LogYou nor the carrier are obligated to check shipments to determine whether they fall under the transport exclusions. If the customer fails to inform LogYou that a product falls under the carrier's definition of prohibited goods, LogYou reserves the right not to forward orders containing such goods to the respective carrier. In such a case, LogYou will inform the customer and, if available, seek a commercially reasonable alternative at its sole discretion. 

The customer guarantees that the delivery of the goods complies with special legal requirements (eg age restrictions). Neither LogYou nor the carrier are obliged to check the delivery (eg the age of the person receiving the shipment). It is the customer's responsibility to choose the delivery method and documents that comply with the legal requirements for the products shipped.

8. freight

8.1. Scope of the service in freight transport

The customer acknowledges that LogYou only establishes the connection with the carriers for the transport of the goods in its capacity as an intermediary, but does not transport the customer's goods directly. The customer may choose to use LogYou's coordination for the transport of the goods. The scope of LogYou's facilitation includes both the coordination of inbound transport so that the goods arrive at the LogYou fulfillment centers and the coordination of outbound transport so that the goods leave the LogYou fulfillment centers. Should the customer entrust LogYou with the organization of the transport, the Logistics Terms and Conditions 2019 and the ADsp2017 apply, unless otherwise provided in these Terms and Conditions. LogYou reserves the right to engage additional carriers or third parties. 

8.2. Freight Customs

The customer can carry out customs clearance independently (self-clearance) or commission LogYou as part of an individual order to carry out the import customs declaration in accordance with the customer's instructions. LogYou will commission third parties to carry out customs clearance, with the customer granting the necessary powers of attorney directly to the customs agent. 

In cases where LogYou is engaged to handle customs clearance, the Customer must provide LogYou with all necessary documents, records and information (such as tariff classification) required for the proper customs or other legally required processing of the goods, including security checks for air freight shipments. After completion of the customs declaration, LogYou will promptly provide the Customer with all relevant customs and tax documents related to the declaration. The Customer is obliged to promptly review these documents for accuracy and to notify LogYou in writing of any discrepancies, errors or concerns within three (3) business days of receipt of the customs declaration. The Customer is obliged to settle customs invoices within the payment periods specified therein and to pay the invoice in full, regardless of any requested corrections to the import customs declaration or the resulting customs invoice. LogYou will assist the Customer with corrections made by the customs agent at the agent's expense, but shall not be liable for any associated costs. 

8.3. Freight claims and liability

Customer shall comply with all applicable laws and regulations relating to the importation of its Goods into any other country or territory and shall bear all associated costs and responsibilities, including all customs duties, levies, value added tax laws and regulations relating to the importation of the Goods and determining the correct tariff classification and country of origin of the Goods and whether the Goods qualify for any administrative exemptions. Customer shall deliver the Goods duty paid (DDP) to the LogYou Fulfillment Centers, with all duties and taxes paid, released for free circulation and free of any encumbrances. LogYou shall have no obligation to release Customer's Goods for transportation if LogYou reasonably believes or suspects that doing so would violate any applicable import or export laws or sanctions. 

If the Customer wishes to make a claim against a carrier for loss or damage to a shipment arranged through LogYou, LogYou will assist in making the claim provided the Customer complies with the claim requirements set out in LogYou's Claims Policy. 

9. Packaging

9.1. Packaging Scope of Services

The customer acknowledges that LogYou does not manufacture its own packaging material, but can resell packaging material to the customer. The customer has the choice of purchasing packaging material through LogYou, using LogYou standard material or using packaging material purchased by the customer.

LogYou will endeavor to select the most appropriate packaging material for each shipment that meets the requirements of the Customer's Goods and, if applicable, the Customer's stated packaging guidelines. LogYou reserves the right to select alternative packaging material if the most appropriate packaging material is not available at the LogYou Fulfillment Center where the Customer's Goods are processed.

9.2. Packaging claims and liability

If the Customer makes a claim regarding LogYou standard material packaging, LogYou will process the claim provided that the Customer complies with the requirements set out in LogYou's Claims Policy. 

For packaging material purchased by LogYou on behalf of the customer, title to the packaging material passes to the customer when it arrives at the LogYou fulfillment center. The customer agrees that for packaging material purchased by LogYou on behalf of the customer, storage costs will be incurred when the material is re-stored at a LogYou fulfillment center. Any complaints regarding the quality or completeness of the packaging material purchased specifically for the customer must be made to the packaging manufacturer. Such complaints will be supported by LogYou provided the customer makes the complaint in accordance with the LogYou complaints policy. 

10. billing and termination conditions

10.1. Terms of payment

All payments are made by direct debit seven (7) days after the invoice date in accordance with the SEPA direct mandate for business customers. Invoices are issued by LogYou exclusively in electronic form twice a month or every fifteen (15) days. Freight and packaging costs may be invoiced separately. Claims amounting to less than 2% of the total invoice value will be reimbursed with the next invoice. 

10.2. Pricing

All price changes (except those subject to the price matrix) will take effect one month after the email notification. The customer has the right to object to the price adjustment within two weeks of notification by terminating the customer contract. In this case, LogYou will ensure price stability for the three-month notice period. If the customer does not terminate the customer contract within two weeks, the new pricing is deemed to have been agreed. LogYou reserves the right to adjust prices every six months. 

10.3. Termination

Each contracting party may terminate the customer contract in writing with a notice period of three (3) months to the end of a calendar month, whereby an email to the Growth Manager satisfies the written form requirement. The right to terminate for good cause remains unaffected. Regardless of the existence of good cause for termination, LogYou has a special right of termination if the customer is in arrears with the payment of more than two (2) invoices due or an invoice amount of more than EUR 5,000.00 is due and not all outstanding claims have been settled in full. LogYou may withhold the service at any time and without prior notice if the customer does not pay outstanding invoices. 

The Customer agrees to collect its goods (including returns) from the LogYou Fulfillment Center at its own expense up to thirty (30) days after termination of the Customer Agreement, subject to payment of all outstanding invoices. Should further returns or inventory of the Customer arrive at a LogYou Fulfillment Center, LogYou agrees to collect and store them up to thirty (30) days after termination of the Customer Agreement. If the Customer fails to meet its obligation to collect the goods, LogYou is entitled, subject to applicable mandatory provisions, to sell or dispose of the goods. LogYou reserves the right to charge the Customer for the full cost of disposal. 

11. Confidential handling of data

11.1. Confidentiality

Confidential Information includes only information that is either expressly designated as “confidential” at the time of disclosure or is reasonably identifiable as confidential by its nature. For purposes of these Terms, the party disclosing Confidential Information is the “Discloser” and the party receiving the Confidential Information is the “Recipient”. However, Confidential Information does not include information that the Recipient can demonstrate:

(a) was publicly known or generally available before the time of disclosure by the discloser to the recipient without any obligation of confidentiality;

(b) after disclosure to the recipient by the discloser, becomes publicly known or generally available through no action or omission on the part of the recipient, without any obligation of confidentiality;

(c) is in the lawful possession of the Recipient at the time of disclosure by the Discloser to the Recipient without any obligation of confidentiality, as shown by the Recipient's written materials and records then maintained in the ordinary course of business; or

(d) was developed by the Recipient independently and without use of or reference to the Discloser's Confidential Information, as demonstrated by written records and other competent evidence contemporaneous with such independent development.

The Recipient may disclose Confidential Information to its employees or agents who need to know the Confidential Information in order for the Recipient to perform its obligations under these Terms and Conditions, who are informed of the confidential nature of the information and who are subject to written confidentiality obligations that protect the Confidential Information at least as effectively as these Terms and Conditions. The Recipient shall take reasonable steps to maintain the confidentiality of the Confidential Information and prevent its disclosure and unauthorized use. Confidential Information disclosed under these Terms and Conditions shall remain confidential for five (5) years after the termination of the Customer Agreement. The Recipient shall promptly notify the Discloser of any unauthorized use or disclosure or suspected unauthorized use or disclosure of Confidential Information. Notwithstanding the other provisions of this clause, LogYou reserves the right to disclose Confidential Information to the extent required by law or for the purposes of legal proceedings or in the event that LogYou has reasonable grounds to suspect illegal activities by the Customer. 

11.2. Data protection and privacy

LogYou processes and uses the customer's personal data within the framework of the statutory data protection regulations. The parties can also agree to conclude a special data processing agreement as a supplement to the customer contract.

12. Liability and Jurisdiction

12.1. Limitations of Liability

Any claims by Customer against LogYou shall be brought in accordance with LogYou's claims policy. Subject to non-excludable rights, under no circumstances will LogYou be liable to Customer or any third party for any indirect, incidental, special, exemplary, loss of goodwill or reputation, consequential or punitive damages, including lost profits, lost sales or business, or lost data. 

The Customer acknowledges and agrees that when a carrier is in possession of the Customer's goods, the carrier, and not LogYou, shall have sole responsibility for any actual or alleged damage suffered by the Customer or its goods under applicable law. Subject to the foregoing, goods that are subject to late delivery or that are lost or damaged by a carrier will be handled in accordance with LogYou's claims policy.

LogYou's obligations may be temporarily suspended in the event of force majeure. Force majeure includes unforeseeable and unavoidable circumstances beyond LogYou's control, including but not limited to severe weather conditions, floods, storms, strikes, lockouts, riots, acts of war or terrorism, pandemics and government measures. During such force majeure events, LogYou is exempt from fulfilling its obligations made impossible by these obstacles. In such a case, LogYou will immediately inform the Customer of the expected duration of the disruption.

12.2. Compensation

Customer agrees to defend, indemnify and hold LogYou harmless from and against any claims, actions or demands, liabilities (including court costs and attorneys' fees), tax obligations, fines and penalties, including without limitation reasonable accounting fees and costs, arising out of or in connection with: 

(a) the breach of these Terms and Conditions by the Customer;

(b) any actual or alleged infringement of any third party’s intellectual property rights related to the Customer Content;

(c) any negligence, fault, omission, wilful misconduct, fraud or misrepresentation of the Customer in connection with the Services provided under Clause 3;

(d) claims for product liability, infringement or mislabeling arising out of the Customer’s goods; or

(e) the improper use of the services provided in accordance with Section 3 by the Customer.

In addition, the Customer agrees to cooperate with LogYou and provide information to assist LogYou in any investigation, proceeding, intervention or enforcement action by any regulatory or enforcement authority relating to activities conducted under any agreement between LogYou and the Customer. This indemnity covers all contractual, statutory or other claims, claims for personal injury (including death) and actual or material property damage arising out of or in connection with any agreements between LogYou and the Customer or the provision of services to the Customer. The compensation granted by the Customer in this clause shall only be reduced to the extent that the damage was caused or contributed to by intentional or grossly negligent conduct of LogYou.

12.3. Jurisdiction and dispute settlement

All agreements are subject to the law of the Federal Republic of Germany, excluding the choice of law principle that would prescribe the application of the law of another legal system, and are to be interpreted in accordance with this law. The exclusive place of jurisdiction for disputes arising from or in connection with these General Terms and Conditions is the Berlin Regional Court.
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If any provision of these Terms and Conditions is found to be unenforceable or invalid, that provision will be limited or eliminated to such an extent that these Terms and Conditions will otherwise remain fully valid and enforceable.
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These Terms and Conditions are available in various language versions. Translations are provided for the convenience of the parties only. Omissions, translation errors, contradictions or inconsistencies, or misrepresentations in a translated version are not relevant and shall not be taken into account. The translations shall not be used for any interpretation (in any form) of the English version.
In addition to these General Terms and Conditions, the individually agreed commercial customer contract, the ADSp2017 and the Logistics General Terms and Conditions 2019 apply in addition and comprehensively. In the event of conflicts or contradictions, the following ranking applies in descending order: Customer contract, General Terms and Conditions, ADSp2017, Logistics General Terms and Conditions 2019. Only mandatory legal provisions apply with priority, and pre-formulated contractual terms and conditions may not be deviated from.