Terms and Conditions

Last updated: 1 July 2026

1. Scope

1.1 These General Terms and Conditions (hereinafter "Terms") apply to all contracts for the provision and use of the software "max.dash" (hereinafter the "Cockpit" or "Service") between the provider

Schade Trade LTD, Theodorou Kolokotroni 8, 504, 6017 Larnaka, Cyprus, represented by its managing director Nils Schade,

(hereinafter the "Provider") and the customer (hereinafter the "Customer"). For the purposes of these Terms, a Customer is exclusively an entrepreneur (Unternehmer) within the meaning of Section 14 of the German Civil Code (BGB). The Service is not directed at consumers.

1.2 These Terms apply exclusively. Deviating, conflicting, or supplementary terms and conditions of the Customer shall only become part of the contract if and to the extent the Provider has expressly agreed to their applicability in writing.

1.3 The version of these Terms in force at the time the contract is concluded shall be decisive. Amendments will be communicated to the Customer in text form and are deemed approved unless the Customer objects within a communicated reasonable period and has been informed of the significance of remaining silent.

2. Subject Matter of the Contract

2.1 The subject matter of the contract is the provision of the Cockpit as Software-as-a-Service (SaaS) via the internet for use during the contract term. There is no transfer of the software for permanent retention (purchase) or for local installation.

2.2 The Cockpit reads operational data from the Customer's merchandise management system (Warenwirtschaft), in particular from JTL-WaWi (MSSQL database), on a strictly read-only basis. There is no write access to the Customer's production system. The data read is transferred to a separate SQL database (mirror) set up and operated by the Provider, whose server location is within the European Union (Germany); the Cockpit builds its reports, dashboards, and the customer portal on this mirror.

2.3 The functional scope of services includes in particular: SLA reporting per client (Mandant), shipping performance and turnaround metrics, per-employee analytics for picking and packing, returns metrics, a client-separated customer portal, and the export of billing QUANTITIES per client. The Cockpit does not issue invoices and does not replace accounting or invoicing software.

2.4 The specific scope of services, the booked tariff, and the number of clients (Mandanten) result from the respective order or the individual quotation. In the event of a conflict between the quotation and these Terms, the individual quotation shall prevail.

2.5 The Provider continuously develops the Service further. Features may be added, changed, or replaced, provided that the core contractual benefit is preserved and this remains reasonable for the Customer.

3. Services and Availability

3.1 The Provider provides the Cockpit in accordance with the state of the art and endeavors to achieve high availability of the Service.

No specific availability in the sense of a fixed percentage rate is warranted. The Provider operates the Service with reasonable care and endeavors to provide it with as little interruption as possible. Maintenance work will, where possible, be carried out outside usual business hours and will be announced to the Customer in text form in advance in the event of foreseeably noticeable restrictions.

3.2 Excluded from availability are periods of scheduled maintenance, which will, where possible, be announced to the Customer in text form in advance, as well as outages due to circumstances beyond the Provider's control (in particular force majeure, disruptions at upstream suppliers, telecommunications, or hosting providers).

3.3 The timeliness of the figures displayed in the Cockpit depends on the synchronization interval between the source system and the mirror. The data is displayed promptly but not necessarily in real time. The Customer's source system always remains authoritative for legally relevant matters.

3.4 SLA rules (such as cutoff times, business days, public holidays, exclusion of held-back, backorder, or cancelled orders) are set up jointly with the Customer and are based on the information provided by the Customer. The Provider is responsible for the correct technical implementation of the communicated rules, but not for their substantive or contractual correctness vis-à-vis third parties of the Customer.

4. Data Connection and Setup

4.1 A prerequisite for operation is read access to the Customer's data source. The Customer provides the access credentials and technical prerequisites required for this and is authorized to grant them.

4.2 The setup of synchronization and SLA rules takes place as part of the agreed setup. No installation of software on the Customer's production system is required for this.

4.3 The Provider is entitled to perform, interrupt, or restrict the data synchronization to the extent necessary for reasons of security, data integrity, or proper operation; the Customer will be informed thereof.

5. Customer's Obligations

5.1 The Customer is responsible for ensuring that it is authorized to grant the read-only data access and that the connection and the evaluation of the affected data is permissible under data protection and labor law. This applies in particular to employee-related analytics (such as picking and packing performance) as well as to the data of the Customer's own clients (Mandanten) and end customers.

5.2 The Customer shall keep its access credentials to the Cockpit and the customer portal confidential, protect them from access by third parties, and pass them on only to authorized users. In the event of suspected misuse, the Customer shall inform the Provider without undue delay.

5.3 The Customer shall not use the Service in an abusive manner, in particular not in a way that impairs the security, integrity, or availability of the Service or of third-party data.

5.4 To the extent the Customer grants its own clients (Mandanten) access to the customer portal, the Customer is responsible vis-à-vis its clients for the authorization of such access and the permissibility of the content displayed there.

5.5 The Customer shall cooperate as required in the setup, in particular in defining the SLA rules, and shall provide accurate information.

6. Remuneration and Payment

6.1 Use of the Service is subject to a fee. The amount of the remuneration, the billing model, and the due date result from the booked tariff or the individual quotation.

6.2 The remuneration consists of an ongoing monthly usage fee and a one-time setup fee for the initial connection, setting up the mirror, and modeling the SLA rules. The setup fee becomes due with the first invoice.

6.3 The monthly usage fee is invoiced in arrears for the respective elapsed calendar month. Invoices are due for payment without deduction within 14 days of the invoice date. Payment is made by bank transfer to the account stated on the invoice; agreeing on a SEPA direct debit mandate is possible as an alternative.

6.4 Unless otherwise agreed, all prices are net prices plus the applicable statutory value-added tax.

6.5 In the event of default in payment, the Provider is entitled to assert statutory default interest and, following prior notice and the setting of a deadline, to block access to the Service until the outstanding claim has been settled.

6.6 The Provider is entitled to adjust the remuneration with six weeks' notice in text form. If the remuneration increases, the Customer has a special right of termination effective as of the date the adjustment takes effect. If the Customer does not terminate within the notice period, the adjustment is deemed accepted; the Provider will separately point this out in the notice.

7. Term and Termination

7.1 The contract begins with the provision of the Service and runs for an indefinite period. There is no minimum term. Either party may give ordinary termination (ordentliche Kündigung) of the contract in text form with one month's notice to the end of a calendar month.

7.2 The right of either party to extraordinary termination for good cause (außerordentliche Kündigung aus wichtigem Grund) remains unaffected. Good cause exists for the Provider in particular in the event of significant default in payment or significant abusive use of the Service by the Customer.

7.3 Terminations require text form.

7.4 After the end of the contract, the Customer's access to the Service ends. The Provider deletes the Customer's mirrored data in accordance with statutory retention obligations and the data processing agreement. At the Customer's request, an export will be provided to the extent technically possible.

8. Data Protection and Data Security

8.1 The Provider processes personal data exclusively within the framework of statutory provisions. Details on processing on the website can be found in the Privacy Policy.

8.2 To the extent the Provider processes personal data on the Customer's behalf as part of the data connection, the parties shall enter into a data processing agreement pursuant to Article 28 GDPR. With respect to this data, the Customer is the controller and the Provider is the processor.

8.3 Access to the Customer's source data is exclusively read-only. The data is mirrored into a cloud environment protected by suitable technical and organizational measures. Customer data is not passed on to uninvolved third parties for the Provider's own purposes.

8.4 In the client-separated (mandantengetrennt) customer portal, data is displayed separately such that each login sees only the data of the brand or client (Mandant) assigned to it.

8.5 The mirrored operational data is processed within the European Union (server location Germany); this data is not transferred to a third country. After termination of the contract, the mirrored data will be deleted within 30 days, unless statutory retention obligations prevent this. The specific sub-processors used, their locations, and the retention and deletion periods are specified in the data processing agreement (Article 28 GDPR).

9. Liability

9.1 The Provider is liable without limitation for intent and gross negligence as well as under mandatory statutory provisions, in particular for injury to life, body, or health, and under the German Product Liability Act (Produkthaftungsgesetz).

9.2 In the event of a slightly negligent breach of a material contractual obligation (an obligation whose fulfillment enables the proper performance of the contract in the first place and on whose observance the Customer regularly relies), liability is limited in amount to the typical, foreseeable damage.

9.3 Otherwise, liability for slight negligence is excluded.

9.4 The Cockpit serves to analyze and visualize operational data for information and control purposes. The Provider gives no warranty as to the factual accuracy of the data maintained in the Customer's source system. The Customer's source system always remains authoritative for legally relevant matters, in particular for billing and SLA evidence vis-à-vis third parties of the Customer; the values displayed in the Cockpit are an aid for this purpose, not a binding source.

9.5 The Provider is not liable for damages resulting from the Customer having provided incorrect information (such as regarding SLA rules) or having breached its obligations under Section 5.

9.6 The above limitations of liability also apply for the benefit of the Provider's statutory representatives and agents (Erfüllungsgehilfen).

10. Final Provisions

10.1 The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

10.2 The exclusive place of jurisdiction for all disputes arising from or in connection with this contract is Frankfurt am Main, provided the Customer is a business entity (Unternehmer), a legal entity under public law, or a special fund under public law (öffentlich-rechtliches Sondervermögen).

10.3 Amendments and supplements to the contract require text form. This also applies to the waiver of this text-form requirement.

10.4 Should individual provisions of these Terms be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by the applicable statutory provision.

10.5 The language of the contract is German. This English version is provided for convenience only; the German version of these Terms and Conditions remains authoritative and prevails in case of any discrepancy.