General Terms and Conditions of Business for the developer portal
(last updated: 25 May 2018)
1. Contract partners
The contract partners of the contract for the use of the developer portal are DHL Paket GmbH (hereinafter referred to as "DHL"), Strässchensweg 10, 53113 Bonn, Germany, Court of Registration Bonn, HRB 19565 and the User, the contractor as defined in Section 14 of the German Civil Code.
2. Object of the Agreement
(1) DHL shall provide the User with the following services through the developer portal within the scope of its technical and commercial abilities:
(a) Provision of DHL's developer portal.
(b) Information regarding DHL products, terms and connections.
(c) Provision of documentation for the development of proprietary applications.
(d) Tools (test systems) to provide assistance with the development of applications
(e) Compatibility testing of the developed application (development) prior to going live. Otherwise also referred to as "Information".
(2) For the purposes of the precise description and scope of the services, where required, reference is made to the separate description of services in the developer portal.
(3) Any General Terms and Conditions of Business of the User that are at variance to these shall not be deemed valid. Nor shall they apply even if DHL has not expressly contradicted them.
3. Conclusion of the Agreement and registration
By concluding registration, the User is providing an offer to conclude an Agreement regarding the usage of the developer portal. DHL accepts this offer with the setup and release of the User account.
4. Fees and billing
(1) Where fees are due for DHL services, these are listed in the price list which can be retrieved from the developer portal.
(2) The obligation to pay applies not only for authorised but also unauthorised use of the service via the User's account by third parties. DHL however will take prompt countermeasures as soon as it is informed by the User of any unauthorised use. There is no obligation to pay fees that arise following such information to DHL.
(3) All of the fees payable by the User must be paid in Euro. Unless expressly agreed otherwise, all prices are quoted exclusive of VAT at its prevailing rate.
(4) Fees are due upon receipt of invoice. Invoices are raised annually in advance. Invoices must be paid exclusively via direct debit. The User must ensure that the account for payment has adequate funds.
(5) If the User goes overdrawn as a result of paying fees, the legally applicable regulations shall apply. In addition, DHL shall be entitled to block the User from using the service. This block does not release the User from the obligation to make payment of any fees incurred.
5.Obligations incumbent upon the User
(1) The User must create his development in accordance with all of the information from the relevant interface documentation. This also includes the integration of the TCBs and data protection information listed there. The User assumes sole and unlimited responsibility and liability for the content of his development.
(2) The User must provide all of the data required for registration in full and truthfully. Changes to the registration data must be made in the system without delay.
(3) Neither the User's development nor the use of the information provided on the developer portal by the User must be illegal or immoral, nor must it infringe any other of DHL's interests. The User is in particular not permitted to set up his development on sites containing content that violates the German Criminal Code, the Interstate Treaty on the Protection of Minors from Harmful Media (JMStV) or any other applicable law, that is sexually explicit, that contains information that could morally endanger children or young adults or interfere with their welfare or which could damage the reputation of DHL.
(4) The User shall indemnify DHL and its agents from all claims being brought against DHL by third parties (especially relating to copyright, brand law and competition law) arising from a culpable infringement of the obligations listed in these TCBs and/or arising from other culpable harmful actions by the User or a third party for whom the User is responsible. The User must also compensate DHL for any damages sustained by DHL, including any legal and court costs arising from DHL's defence case. This obligation applies even in the case of the User's account being misused by third parties, insofar as the User is to blame for this.
(5) The User will not overburden the DHL developer portal with excessive use. In particular, the User must ensure through suitable measures in his development that neither the security, the integrity nor the availability of the systems / services that DHL provides on the developer portal are hampered in any way.
(6) The User must take care to ensure that this access data is protected against unauthorised use by third parties. Personal access data must not be passed on to third parties.
(7) The User is obliged to undertake all measures required to safeguard and secure data.
6. Rights and obligations of DHL
(1) Following provision of the User's development, the development's compatibility with the User's obligations listed in these TCBs will be checked. The developed application must only be used by the User and/or third parties following a successful compatibility check.
(2) If any legal regulations or terms of these TCBs are infringed by the User or a third party for whom the User is responsible, DHL shall be entitled to temporarily suspend the User's access to some or all of the services or delete affected content and data. The right to termination without notice as set out in Point 12 Section 3 remains unaffected by this.
(3) DHL can change the information retrievable on the developer portal (documentation, logos, tools, etc.) at any time during the period of the Agreement (including updating it, extending it or restricting it). The User shall be responsible for making any necessary changes at his own cost to his development without delay following suitable notification by DHL to reflect the changes set out previously.
(4) DHL reserves the right to have all or some of the services to be provided via this Agreement provided by third parties.
7. Rights of use and scope of use
(1) DHL grants the User a single, revocable, non-transferable, non-sublicensable right of use, limited to the period of the Agreement, to the information provided on the developer portal and this right is subject to the following restrictions:
a) The right of use is limited exclusively to the information provided currently by DHL;
b) The right of use is granted solely for the purposes of developing proprietary applications;
c) The use of individual services from the developer portal, such as software development kits or code examples, may be subject to separate licensing conditions that will be provided to the User. Without consenting to the separate licensing conditions, the User may not use these services. The licensing agreement shall exist solely between the licensor and the User.
(2) All rights to the information provided shall remain with DHL.
(3) The User gains access to a testing environment or test systems. The data created by the User in this testing environment or the test systems can be viewed by third parties. As a result, the User is forbidden to use live data in this testing environment. The User shall indemnify DHL against all claims by third parties relating to the use of live data in the testing environment. Moreover, DHL shall be entitled in such cases to block the User's access to the service and terminate the Agreement.
8. Data protection
(1) DHL will provide its services in compliance with the applicable data protection regulations.
(2) The User's personal data will only be gathered, processed or used if this is necessary for normal User account management purposes. Any use beyond these purposes will occur only if the User provides consent and the EU General Data Protection Regulation (EU GDPR) or another legal provision requires or permits it.
(3) The User must ensure the requisite level of transparency for the consumer. A consumer must be able to uniquely identify that - should he enter data into a service developed by the User - this data will be stored, used and processed by the User and also by DHL.
(1) Claims by the User, for whatever legal reason, and any claims to recompense for alleged outlays shall not be entertained unless the cause of the damage lies in gross negligence or the wilful infringement of obligations or in at least negligent infringement (cardinal obligations); in the latter case, liability is limited solely to typically predictable damages. A contractual obligation is an obligation which must be met in order to allow the orderly execution of the Agreement. If infringed, it may jeopardise the achievement of the purpose of the Agreement and the User must be able to depend upon the obligation being met. DHL's liability in cases of simple negligence is also excluded. If damage is caused by the agent(s) and/or legal representative(s) of DHL, this regulation applies accordingly.
(2) The limitation of liability set out here does not apply to damages arising from injury to life, limb or health in cases of liability based on product liability law or provided DHL has, in exceptional circumstances, assumed a guarantee.
(3) DHL shall under no circumstances be held liable for damages resulting from service failures and service delays due to events that could not have been foreseen by DHL, its legal representatives or its agents (force majeure). Events covered by force majeure in particular include war, unrest, forces of nature, fire, sabotage by third parties (such as through computer viruses), power failures, official orders, lawful in-house industrial action and the failure or limited operation of other operators' communications networks.
(4) In the event of data being destroyed and/or lost, DHL's liability is limited to the outlay required to restore this data that would have been required if back-up copies had been made correctly by the User for reconstructing the data.
10. Offset and retention prohibition
Offset or retention by the customer against claims by DHL arising from this Agreement or any extra-contractual claims associated with it shall only be permitted provided the due counterclaim has been established as final and absolute or is uncontested.
(1) The documents, information, ideas, concepts and experience (information) provided to or transferred to the User must only be used for the purposes of this Agreement.
(2) The User is obliged to keep the information set out in Point 11 Para 1 of this set of regulations secret from third parties.
(3) The confidentiality obligation with regard to Points 11 Para 1 and Para 2 does not apply to information insofar as:
(a) This was already in the User's possession prior to its publication and was not covered by any confidentiality obligations,
(b) This information has been published without the involvement of a contractual party or has become generally known in any other way not due to a fault by a contractual party,
(c) This information has been communicated to the use following conclusion of the Agreement by one or more third parties without any confidentiality obligations in a legal manner, i.e. without violation of this Agreement by the User,
(d) This information must be made public in accordance with legal or administration legislation requirements. In this case, the User must notify DHL immediately before revealing the information and coordinate the next steps with DHL.
(4) This confidentiality obligation applies to the period for which this Agreement is valid and for a further three years following its termination.
12. Duration and termination
(1) The Agreement is concluded for an unlimited period of time.
(2) Both parties are able to terminate this Agreement in writing with a notice period of 7 working days served to the other party. With the termination of this Agreement, all granted rights of use shall be cancelled immediately and automatically. Following expiry of the Agreement, the User must delete all of the content provided by DHL and confirm that this has been done in writing to DHL. DHL shall also be entitled to permanently block access to DHL services.
(3) The right of both parties to terminate the contract without a period of notice for an important reason remains unaffected. An important reason applies for DHL in particular in cases where the User seriously infringes the obligations incumbent upon him as a result of these General Terms and Conditions of Business.
13. Concluding provisions
(1) DHL shall be entitled to modify these General Terms and Conditions of Business for commercial, legal or other reasons. Changes to these TCBs will be notified to the User by DHL in a suitable manner, in particular by e-mail. Unless any written objection is received by DHL from the User within one month of access, these changes shall be deemed as having been accepted. DHL will notify the User of these consequences when the change(s) is/are communicated.
(2) German law applies to all legal relationships between the contractual parties with exclusion of UN purchasing law. The language of the contract is German.
(3) Bonn is the exclusive place of jurisdiction for all disputes arising from this Agreement.
(4) Should any of the current or future provisions of these TCBs be or become ineffective or infeasible, the validity of the other provisions shall remain unaffected. In this case, the ineffective or infeasible provision will be replaced by an effective or feasible provision that closely approximates the legal intentions of the ineffective or infeasible provision. The same applies to the fulfilment of any omissions in the Agreement.