Terms and Conditions (T&C)
PartsOS & PartsOS Planning
Preamble
PartsCloud is providing Software-as-a-Service (SaaS) solutions designed to optimize and simplify aftersales processes for its customers. These solutions include modules for inventory planning, customs management, fulfillment services, and other tools aimed at improving operational efficiency and reducing complexity in the customer's aftersales ecosystem. The purpose of this Agreement is to set forth the general terms and conditions under which PartsCloud will provide, and the Customer will receive and pay for, PartsCloud’s Services. These Services may encompass software access, data analysis, reporting, integration with third-party logistics providers, and any additional offerings made available through the PartsOS platform.
This Agreement is subject to the laws of the Federal Republic of Germany.
§ 1 Definitions
1.1 Agreement is this T&C.
1.2 PartsCloud is the Service provider.
1.3 Services mean all services defined in § 2.
1.4 Business hours are from Monday to Friday between 9:00 to 17:00 CET.
1.5 Customer is every company that concludes a Master Agreement with PartsCloud.
1.6 Implementation Agreement is the optional agreement for Customer-specific configurations or third-party integrations.
1.7 Key Performance Indicators are specific patterns measured by the Platform, such as order volume of specific goods, delivery and delay of delivery.
1.8 Master Agreement is the contract PartsCloud and the Customer conclude individually. This Agreement applies insofar as the Master Agreement lacks of according provisions.
1.9 Data means all uploaded facts, for example product master data (e.g., SKU, price, weight, color, name) and consumption data (e.g., orders, the SKUs contained, the names of Customers who ordered them, and the amounts paid).
1.10 Customer Data means all personal Data, including Data from clients of the Customer.
1.11 Incident is an unexpected event or disruption that affects the normal operation of the Services.
1.12 Platform always means PartsCloud’s PartsOS platform.
1.13 Parties of this Agreement are PartsCloud and the Customer.
1.14 Scheduled Maintenance is any planned downtime or updates or service changes.
1.15 Replenishment Information is data received from PartsCloud related to warehouse stocking and provided in the planning module. Such data is IT-generated based on Customer’s data and therefore subject to specific review by the Customer.
1.16 Unscheduled Maintenance is any unplanned downtime.
1.17 Third Parties are all parties except PartsCloud and the Customer.
1.18 Fulfillment Data means information related to the processing, shipment, and delivery of goods, including but not limited to warehouse locations, shipping details, tracking information, carrier data, and delivery statuses.
1.19 Customs Data means information necessary for processing and managing customs-related activities, including but not limited to customs declarations, product classifications, harmonized system (HS) codes, country of origin, declared values, and any relevant import/export documentation or classifications required for compliance with customs regulations.
§ 2 Scope of Services
2.1 Services by PartsCloud
a) PartsCloud provides access to the Platform, a Software-as-a-Service (SaaS) solution designed to optimize inventory planning, demand forecasting, and stock management using AI-powered models. The Platform also streamlines fulfillment processes, including order processing, shipment tracking, customs processing, and integration with third-party logistics providers, offering real-time insights to enhance aftersales operations. The Service includes demand forecasting, stock optimization, data visualization, customs-related activities such as declaration and tariff classification, and fulfillment services such as order processing, shipment coordination, and delivery tracking. These Services depend on the Data input and PartsCloud is just processing the Data. Therefore, PartsCloud is not responsible if the output of the Data is incorrect due to wrong or insufficient input.
b) The Service also includes Data uploads and downloads, and the transfer of Data between PartsOS’ API and the Customer’s ERP System. It is the Customer’s responsibility to establish and maintain a connection between his ERP and the PartsCloud API and to ensure that its ERP system is reading and writing Data in accordance with the agreed-upon data formats.
c) Additional features and modules may be provided depending on the agreement in the Master Agreement.
d) PartsCloud reserves the right to modify, enhance, or add new features to the Platform to improve functionality and user experience without prior notice.
e) While the planning module delivers data-driven insights and recommendations, the service is intended as a decision-support tool. PartsCloud does not guarantee the absolute accuracy or completeness of demand forecasts, stock recommendations, or other outputs, as these are influenced by data quality, market changes, and external factors. Customers are responsible for reviewing and validating all recommendations before taking action.
2.2 Services by Third Parties PartsCloud may utilize Third Party service providers. The Customer has no entitlement to services from a particular Third Party. They are an add on and are subject to this Agreement.
2.3 Customer-specific configuration PartsCloud may offer Customer-specific configurations. The services and support provided for Cus- tomer-specific configurations are defined in the Implementation Agreement.
§ 3 Service availability
3.1 Service availability is given as long as the Platform is accessible and usable.
3.2 The availability of the Services must not fall below an average of 96.6% during the Business Hours. This does not include Scheduled Maintenance according to § 3.3 and unscheduled maintenance according to § 3.4.
3.3 Scheduled Maintenance may occur with a minimum notice period of 72 hours to the Customer, with a maximum allowable scheduled downtime of 24 hours per month. Preferred maintenance times are during weekends and non-Business Hours. Notice shall be provided via email or the support portal.
3.4 Unscheduled Maintenance may occur if PartsCloud may conduct emergency maintenance as needed. Notification shall be provided as soon as reasonably possible.
§ 4 Support availability
4.1 General Availability
a) Support shall be available during Business Hours, via ticket and email.
b) PartsCloud will respond to all Customer inquiries via ticket or email within 1 business day.
c) Telephone support is available on a best effort basis or as otherwise agreed.
4.2 Support during Incidents
a) Incidents shall be prioritized by impact level.
b) During Service disruptions, PartsCloud shall provide regular status updates via the status page or direct communication (email, teams).
c) Resolution time for Incidents shall be within 3 business days.
4.3 Remedies In case PartsCloud does not meet the Service availability according to § 3.2 they provide the follow- ing remedies: If uptime, on a monthly level, falls below 96.6% but remains above 95%, the Customer receives a credit equal to 5% of its monthly fee. If uptime falls below 95%, the credit increases to 20% of its monthly fee. Credits, however, cannot exceed one month‘s subscription fee per calendar year. Customer, however, remains entitled to proof that a higher damage was caused by PartsCloud not meeting the Service availability according to § 3.2.
§ 5 Customer’s obligations
5.1 General obligations
a) Usernames and passwords to access the Services and Platform must be kept secure and confidential by the Customer.
b) The Customer must comply with all applicable laws and regulations.
c) The Customer must ensure that Data uploaded or shared to the Platform does not infringe upon Third Parties’ rights.
5.2 Data input and use of Data output
a) Customers must ensure accurate and timely input of relevant and/or requested Data to maximize the Platform’s effectiveness.
b) Customers must validate all Replenishment Information before implementing them operationally. PartsCloud is not responsible for losses resulting from unverified implementation of Replenishment Information.
c) Key Performance Indicators (KPIs) provided through the Platform are derived from customer data and serve as decision-support tools. They should not replace comprehensive operational analysis conducted by the Customer.
d) Customers are responsible for configuring alerts within the system.
e) Customers are responsible for ensuring appropriate team members complete onboarding and training materials provided by PartsCloud. Misuse resulting from lack of training is within the responsibility of the Customer.
§ 6 License
6.1 Grant and Scope of License PartsCloud hereby grants the Customer a non-exclusive, non-transferable, license to access and use the Platform, solely for the Customer’s internal business purposes. The license granted herein is limited to the specific Services outlined in § 2.
6.2 Restriction on Use The Customer shall not:
- Reverse engineer, decompile, or disassemble the software;
- Sublicense, distribute, or transfer the software to any Third Party;
- Use the software to build a competitive product or service;
- Use the software in any manner that violates applicable laws or regulations.
6.3 Updates and Upgrades PartsCloud may provide updates and upgrades to the software. The terms and conditions of this Agreement shall apply to such updates and upgrades unless otherwise specified.
6.4 Termination of License The license granted herein shall automatically terminate upon the expiration or termination of the Master Agreement. Upon termination, the Customer shall cease all use of the software and return or destroy all copies in its possession.
§ 7 Remuneration
7.1 The prices agreed upon in the Master Agreement apply. These are understood to be in EUR and to be net plus VAT. No other costs and fees will be incurred by the Customer.
7.2 PartsCloud reserves the right to present price changes along with a special termination right to the Customer. If the Customer does not accept the price change, PartsCloud and the Customer shall be entitled to terminate the Agreement and Master Agreement with 3 months’ notice period. If either the Customer or PartsCloud makes use of such special termination right, the price matrix in place at the time of the execution of the special termination right will be applied until termination of the Agreement and Master Agreement.
7.3 The prices cover all personnel, material, and other services that PartsCloud provides in the preparation, follow-up, and execution of the contractual Services.
7.4 Payment must be made within 15 days of receipt of the invoice on the bank account stated on the invoice.
§ 8 Liability
8.1 Liability for the functionality of the Platform
a) PartsCloud shall be liable without limitation if the Platform cannot be used as agreed in this Agreement but only:
in case of intent or gross negligence,
and to the extent of any guarantee assumed by PartsCloud.
b) In the event of simple negligence, PartsCloud’s liability shall be limited to the amount of damage that is foreseeable and typical for the type of transaction in question.
c) The above limitation of liability shall also apply to any personal liability of PartsCloud’s employees, representatives, and/or Third Parties acting on PartsCloud’s behalf.
8.2 Breach of essential contractual obligations
The Parties shall be liable to each other for slightly negligent breaches of duty in the event of a breach of essential contractual obligations, i.e., obligations whose fulfillment makes the proper execution of the Agreement possible in the first place or whose breach endangers the achievement of the purpose of the Agreement and on whose compliance the other Party regularly relies, but limited to the foreseeable, contract-typical damage at the time of conclusion of the Agreement.
8.3 Liability for recommendation
a) PartsCloud shall be liable without limitation if the data-driven insights and recommendations are incorrect due to intent or gross negligence. As there is no guarantee for the recommendations according to § 2.5, liability for guarantee does not apply.
b) In the event of simple negligence, PartsCloud’s liability shall be limited to the amount of damage that is foreseeable and typical for the type of transaction in question.
c) The above limitation of liability shall also apply to any personal liability of PartsCloud’s employees, representatives, and/or Third Parties acting on PartsCloud’s behalf.
8.4 Indemnification against Third-Parties claims
The Customer shall indemnify PartsCloud upon first demand against any claims by Third Parties arising from the violation of third-party rights pursuant to § 5.1 c) and shall compensate PartsCloud for any damage and costs incurred by the Customer due to the Third Party's claim, including any court and attorney fees incurred for legal defense.
8.5 Force Majeure Neither PartsCloud nor the Customer will be liable for, or will be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any cause or condition beyond its reasonable control, so long as that party uses all commercially reasonable efforts to avoid or remove the causes of non-performance.
§ 9 Data protection of PartsCloud and licensing
9.1 Regulations
PartsCloud and the Customer will comply with the applicable data protection regulations that apply to them.
9.2 Customer Data
a) The Customer retains ownership of the data they upload to the Platform, including inventory data, SKU information, historical demand data, and other relevant inputs.
b) Customer Data is stored securely on cloud-based servers and according to industry-standard measures.
9.3 License of Customer Data
a) Customers retain full ownership of their Customer Data as defined but grant PartsCloud a limited, revocable, non-exclusive license to use anonymized Data for the purposes of improving the Platform and its features.
b) All Customer Data used for model training will be anonymized and aggregated to ensure it cannot be attributed to any specific Customer.
c) PartsCloud processes Customer Data solely to provide, maintain, and improve the Platform and Services, including: Generating demand forecasts, Replenishment Recom- mendations, and stock insights.
d) Customer Data will not be shared with Third Parties without explicit consent of the Customer.
e) Customer Data will be retained for the duration of this Agreement. Customer Data is then removed after termination.
§ 10 Data Protection and Confidentiality of the Customer
10.1 The Customer shall implement and maintain industry-standard data protection measures to safeguard PartsCloud Data from unauthorized access, disclosure, or destruction.
10.2 The Customer shall use best efforts to promptly notify PartsCloud of any suspected or actual security breaches and take immediate action to mitigate any harm.
10.3 The Customer will ensure that access to PartsCloud data is restricted to authorized personnel only, using industry-standard authentication and authorization mechanisms.
10.4 The Customer agrees to comply with all applicable laws and industry standards related to cybersecurity and data protection.
10.5 The Customer will regularly assess and address vulnerabilities in its systems and applications, using industry-standard tools and practices.
10.6 The Customer shall ensure that any Third Parties with access to PartsCloud Data also adhere to these cybersecurity provisions.
10.7 The Customer agrees to maintain the confidentiality of PartsCloud information, using industry-standard protection measures.
10.8 The Customer will conduct regular cybersecurity training for its employees to maintain a high standard of security awareness.
10.9 The Customer shall ensure that PartsCloud data is securely stored using regularly updated secure backup solutions. The Customer shall implement data redundancy practices to safeguard against data loss. Whenever possible, PartsCloud data shall be encrypted both at rest and in transit, adhering to industry-standard encryption protocols.
§ 11 Intellectual Property Rights
11.1 Ownership of pre-existing IP
PartsCloud retains all rights, title, and interest in and to any intellectual property that it owned or developed by PartsCloud prior to the conclusion of this Agreement, including PartsCloud’s trademark and the Platform. This Agreement does not transfer any ownership rights in pre-existing IP.
11.2 Ownership of Developed IP
Any intellectual property developed by PartsCloud in the course of performing Services under this Agreement, including the Data output, shall be owned exclusively by PartsCloud. This also applies if PartsCloud develops intellectual property on request of the Customer.
11.3 License
PartsCloud grants to the Customer a non-exclusive, royalty-free, worldwide license according to § 6 to use the pre-existing and developed IP for the Customer’s internal business purposes.
11.4 IP Protection
The Customer agrees to take all reasonable steps to protect PartsCloud’s IP from unauthorized use, reproduction, or disclosure. The Customer shall promptly notify PartsCloud of any unauthorized use or infringement of PartsCloud’s IP.
§ 12 Termination
12.1 This Agreement terminates depending on the agreed termination of the Master Agreement.
12.2 PartsCloud can terminate this Agreement and the Master Agreement in case of misuse of the Platform, unauthorized modifications, or failure to comply with the terms of this Agreement without any notice.
§ 13 Final Provisions
13.1 Any T&Cs, either from the Customer himself or Customer’s suppliers are explicitly excluded, even if referred to in Customer related correspondence.
13.2 Communication Conditions
a) The contact form shall be used to request information, ask questions or initiate communication. It is only for business inquiries.
b) Notifications and communication may be delivered through one or more of the following channels: website, email, in-app notification or updates on the official website or customer portal.
c) PartsCloud is not liable for any failure to receive notifications due to incorrect or outdated contact information provided by the Customer.
d) The Customer agrees that Customer Data exchanged through communication may be stored and used by PartsCloud.
e) The language of communication is English and German.
13.3 Assignment Without the consent of the other Party, neither Party is authorized to assign or transfer rights or claims from the Agreement to Third Parties. Such transfer or assignment is ineffective without the consent of the other Party.
13.4 Severability clause Should any provision of this Agreement be or become wholly or partially invalid, void, and/or unenforceable, the validity of the remaining provisions shall not be affected. In place of the invalid, void, and/or unenforceable provision, the valid or enforceable provision that most closely approximates the intent and purpose of the invalid, void, or unenforceable provision shall be deemed agreed upon.
13.5 Written form clause Side agreements, amendments, and supplements require the written form. This also applies to a waiver of this written form requirement. The text form of § 126b BGB does not suffice to maintain the written form, but the telecommunication exchange of handwritten or facsimile (e.g., docusign) signed declarations does.
13.6 Jurisdiction For European Customers: The exclusive place of jurisdiction for all legal disputes arising from or in connection with this Agreement is the Regional Court of Hamburg, Germany. The Parties agree to give, in case of a legal dispute, the necessary procedural declarations so that the legal dispute is either transferred to the international commercial court of the Regional Court Hamburg (Kammer für internationale Handelssachen – chamber for international commercial matters), in case such court exists at the time of the start of the legal dispute. Parties, however, shall be free so seek for preliminary injunctions at every court having jurisdiction including but not limited to the Regional Court Hamburg.
For US Customers: Any dispute, controversy or claim arising out of or in relation to this Agreement and the Master Agreement, including the validity, invalidity, breach or termination thereof, shall be settled by arbitration in accordance with the Swiss Rules of International Arbitration of the Swiss Chambers of Commerce in force on the date when the Notice of Arbitration is su bmitted in accordance with these Rules. The number of arbitrators shall be one; The seat of the arbitration shall be in Frankfurt am Main, Germany. The arbitral proceedings shall be conducted in English.
13.7 Applicable Law This Agreement is subject to the laws of the Federal Republic of Germany.