Status: 2025-03-09
This English version of the Terms is provided for convenience only.
The German version is legally binding.
1 Scope of Application / Binding Period
1.1 These General Terms and Conditions apply to business relationships of ProxyRiders GmbH, Bavariafilmplatz 7, Building 109, 82031 Grünwald (hereinafter “ProxyRiders”) with its customers in relation to the provision of the online application operated by ProxyRiders and usable via the Internet at the URL https://proxyriders.com (hereinafter referred to as “ProxyRiders Tagging Proxy”). Customers are exclusively entrepreneurs (Section 14 German Civil Code (BGB)).
1.2 The specific contractual content shall in each case be governed by the services ordered bindingly by the customer on the basis of the ordering process (hereinafter “Order”). In the event of contradictions between the Order and these GTC, the Order shall prevail.
1.3 General terms and conditions of the customer and/or third parties shall become part of the contract in place of these GTC or in addition to these GTC only if ProxyRiders expressly confirms this in writing to the customer in the course of concluding the contract. The customer is aware that the commencement of performance by ProxyRiders shall under no circumstances be construed as acceptance of the customer’s general terms and conditions.
1.4 ProxyRiders reserves the right to amend these GTC at any time. The customer will be informed in writing of the amendments four (4) weeks prior to their entry into force. As part of this information, the customer will be provided with the new GTC. The customer is entitled to object to the applicability of the new GTC within four (4) weeks after receipt of this notification. If the customer fails to object, the amended GTC shall become part of the contract upon expiry of the four-week period. ProxyRiders will expressly point out this period to the customer as part of the notification of amendment.
Excluded from the right to amend these GTC pursuant to the preceding paragraph are provisions which relate to the main performance obligations of the contracting parties and thus materially change the relationship between the main and counter-performance obligations, as well as other fundamental changes to the contractual obligations which are equivalent to the conclusion of a new contract. For such changes, an explicit contractual agreement is required.
2 Services of ProxyRiders
2.1 An essential part of the services provided for the customer is the provision and operation of a ProxyRiders application for use by the customer in the form of time-limited provision of software for use, including support for the customer (“SaaS Services”), consisting of the following partial services:
2.1.1 Provision of the Internet-accessible application ProxyRiders Tagging Proxy for use by the customer in accordance with these GTC in a data center commissioned by ProxyRiders;
2.1.2 24×7 operation of the applications with an availability of 99.0% per month. ProxyRiders occasionally uses maintenance windows for various types of maintenance work. This maintenance work is carried out – except in emergencies – on working days between 8 p.m. and 6 a.m., and on weekends and public holidays in Germany. Maintenance times that meet these requirements shall be deemed times during which the applications are available;
2.1.3 Set-up of an admin access for the customer’s contact person.
2.2 Exclusions of Services
Not part of the services covered by these GTC are
2.2.1 Services in the area of the ProxyRiders Tagging Proxy, in particular support for the customer and its customers in setting up and using the ProxyRiders Tagging Proxy;
2.2.2 Set-up of Google Tag Manager;
2.2.3 The data-protection-compliant configuration of the tagging proxy;
2.2.4 All services listed under clauses 2.2.1 to 2.2.3 can be commissioned separately by the customer from ProxyRiders. The terms of such commissioning and the respective remuneration shall be agreed separately in the respective offer from ProxyRiders.
2.3 The functionality of the ProxyRiders Tagging Proxy in detail is described in the Order. ProxyRiders is entitled to expand the scope of functions of the ProxyRiders Tagging Proxy during the term of the contract. Within the objective envisaged by the parties, ProxyRiders is free to design and adapt the ProxyRiders Tagging Proxy. ProxyRiders will inform the customer of technical changes in due time, but at least two (2) weeks in advance.
2.4 ProxyRiders collects usage statistics to improve its services and defines content updates and intervals at its own discretion.
2.5 To provide services, ProxyRiders uses carefully selected own employees as well as third parties as subcontractors with the respective required qualifications.
2.6 ProxyRiders provides its services in accordance with the generally recognized rules of technology. ProxyRiders is only obliged to comply with technical or other standards insofar as these are expressly listed in the Order. In that case, these standards apply in the version valid at the time of the Order.
3 General Obligations of the Customer
3.1 The customer acknowledges its obligations to cooperate (set out in these GTC and, if applicable, additionally in the Order) as a prerequisite for ProxyRiders’ performance and thus as its contractual obligations.
3.2 The provision of the ProxyRiders Tagging Proxy is subject to certain requirements regarding the technical infrastructure used by the customer. The customer will inform itself about the essential functional features of a tagging proxy, the plugins and their technical requirements and will observe them. The customer bears the risk as to whether the ProxyRiders Tagging Proxy meets its wishes and circumstances.
3.3 Technical requirements and specifications pursuant to clause 3.2 may change from time to time, in particular in connection with updates to the ProxyRiders Tagging Proxy. ProxyRiders The customer will implement current requirements and specifications without undue delay.
3.4 The customer shall designate in the customer account of the application at least one contact person for ProxyRiders and an address and e-mail address at which the availability of the contact person is ensured. The contact person must be able to make the necessary decisions for the customer or procure them without undue delay. The contact person shall ensure good cooperation with the provider.
He/she also acts as the customer’s technical administrator and manages the customer’s access to the ProxyRiders Tagging Proxy via the customer account in the application. The customer has authorized him/her sufficiently to perform the necessary actions in the application (including consent to amendments to the GTC pursuant to clause 1.4).
3.5 The customer will create and manage in the application its employees or other authorized persons intended to use the application (“Users”).
3.6 Insofar as usage and access authorizations as well as identification and authentication safeguards are assigned to the customer and/or its Users for the use of ProxyRiders’ contractual services, the customer is obliged to protect these from access by third parties and not to pass them on to unauthorized Users. As soon as the customer has indications that the usage and access authorizations have been unlawfully obtained by a third party or could be misused, the customer is obliged to inform ProxyRiders thereof without undue delay. In the event of unauthorized transfer of use, the customer shall, upon request, provide ProxyRiders without undue delay with all information for the assertion of claims against the unauthorized user, in particular the name and address of such user.
3.7 Insofar as ProxyRiders provides services for the performance of which remote access to the IT system of the customer and/or the Users is required, the customer is obliged to enable the corresponding access.
3.8 The customer will inform the Users authorized by it to use the applications of their rights and obligations in connection with the use of the applications in an appropriate manner, for example by specifying corresponding terms of use.
3.9 If there is an infringement of the customer’s rights of use, the customer will, to the best of its ability, assist in clarifying infringing acts and their scope, in particular by informing ProxyRiders of the relevant infringing act.
3.10 If the customer does not fulfill an obligation to cooperate, does not fulfill it properly or fulfills it late and ProxyRiders is therefore unable to provide its services in accordance with the contract, ProxyRiders shall not be responsible for disadvantages incurred by the customer as a result. ProxyRiders’ rights due to the customer’s failure to cooperate or insufficient cooperation remain unaffected.
4 Prices and Payment Terms
4.1 The agreed remuneration covers only the scope of services documented in the Order. Additional services will be charged separately on the basis of the agreed or customary market rates, unless they are indispensable auxiliary services of no material commercial significance.
4.2 Prices agreed in the Order are in euros, plus the statutory value-added tax applicable at the time of performance, and without deductions.
4.3 Depending on the respective application and the specific Order, the parties regularly agree order fees billed on a recurring basis (in particular monthly).
4.4 Unless otherwise agreed in the Order, ProxyRiders invoices prices as follows:
4.5 The order fees are invoiced at the end of each month or, if the contract ends during the month, after the end of the contractual term. If the customer terminates the contract within an ongoing month, the order fee shall be calculated on a pro rata basis. Invoicing is carried out exclusively in digital form (PDF format).
4.6 Payment is made via a payment service provider. For this purpose, the customer’s payment data will be forwarded to the payment service provider as part of the Order. Invoices are payable within fourteen (14) days after receipt of the invoice, unless otherwise agreed (e.g., SEPA direct debit). In case of doubt, invoices shall be deemed received three (3) working days after the invoice date.
4.7 ProxyRiders is entitled to increase prices for the SaaS Services for the first time after twelve (12) months from the start of the contract and at most once per year with a notice period of three months in accordance with the provider’s cost development. The provider may pass on further cost increases for third-party upstream services, provided the provider has not caused them itself. The customer may terminate on a daily basis in accordance with its ordinary notice period pursuant to clause 9. If the corresponding costs are reduced, the customer may likewise, for the first time after twelve (12) months, request a corresponding reduction of the remuneration. Notice of a price adjustment will be provided via notification in the customer account to the customer’s contact person.
5 Copyright and Rights of Use
5.1 ProxyRiders grants the customer and its Users the simple, non-sublicensable, non-transferable, revocable at any time, time-limited to the term of the contract and content-limited in accordance with the following provisions, right to access the ProxyRiders Tagging Proxy by means of telecommunications and to use, by means of a browser, the functionalities connected with the ProxyRiders Tagging Proxy in accordance with this agreement. The grant of rights for the use of the ProxyRiders Tagging Proxy is subject to payment of the agreed prices. The customer does not receive any further rights, in particular to the ProxyRiders Tagging Proxy and the underlying software.
5.2 The customer is not entitled to use the applications beyond the use permitted under this agreement or to have them used by third parties or to make them available to third parties. In particular, the customer is not permitted to reproduce, sell or temporarily provide the ProxyRiders Tagging Proxy or parts thereof, in particular not to rent or lend them.
5.3 The authorization to use always relates only to the latest version of the ProxyRiders Tagging Proxy made available; upon an update, the rights of use to previously provided versions shall lapse for the future.
6 Customer’s Rights in the Event of Defects in Title
6.1 ProxyRiders warrants that, when used by the customer in accordance with the contract, the applications do not infringe any third-party rights. This warranty requires that the customer informs ProxyRiders in writing without undue delay of rights asserted against it by third parties and leaves the legal defense and settlement negotiations to ProxyRiders. The customer will support ProxyRiders free of charge to a reasonable extent, in particular by providing the necessary information. Statutory obligations of the customer to give notice of defects remain unaffected. Rights within the meaning of this clause are only those to which the third party is entitled in the Federal Republic of Germany.
6.2 If the customer cannot use a work result in accordance with the contract due to a conflicting right of a third party, ProxyRiders may, at its discretion, either (a) modify the work result so that the third party right is no longer infringed, or (b) procure for the customer the required authority to use the work result. Self-remedy by the customer or by involving third parties is excluded. Clause 7 applies to claims for damages by the customer.
6.3 The customer’s claims due to defects in title do not exist insofar as the work results were modified after acceptance by the customer or third parties, unless the customer proves that the infringement is not a consequence of the modifications. The customer’s claims also do not exist in the case of infringements resulting from a combination of ProxyRiders’ work results with services or products of third parties that are not subcontractors of ProxyRiders in this respect.
7 Liability
7.1 ProxyRiders shall be liable without limitation for damages caused by ProxyRiders, its legal representatives or its vicarious agents through gross negligence or intent. ProxyRiders shall also be liable without limitation for damages resulting from culpable injury to life, body or health.
7.2 Only in the event of a breach of material contractual obligations, the breach of which jeopardizes the purpose of the contract and on the fulfillment of which the customer was entitled to rely to a particular extent (so-called cardinal obligations), shall ProxyRiders also be liable in cases of simple negligence. Such liability is limited to compensation for damages that were typically foreseeable at the time the contract was concluded.
7.3 Liability under Section 536a BGB is excluded.
7.4 In cases and periods in which the ProxyRiders Tagging Proxy is provided to the customer free of charge (in particular for test purposes), liability is also excluded for cases of slight negligence.
7.5 A further limitation of liability for all cases of slight negligence may be agreed individually in the Order.
7.6 The above limitations of liability also apply for the benefit of the legal representatives, employees and vicarious agents of the provider and also apply in the event of pre-contractual or tortious liability.
7.7 Apart from cases of unlimited liability, liability for indirect damages such as loss of profit is excluded.
7.8 ProxyRiders’ liability for damages under the Product Liability Act remains unaffected.
7.9 Insofar as ProxyRiders is not responsible for securing the customer’s data, in the event of data loss ProxyRiders’ liability shall be limited to the restoration effort that would have been incurred if the customer had performed proper data backup.
8 Confidentiality and Data Protection
8.1 The parties shall keep confidential all information of the other party requiring confidentiality that becomes known to them in the course of the cooperation, i.e., protect it with due care against access by unauthorized persons. Authorized persons within the meaning of this provision are subcontractors used in accordance with the contract as well as employees of ProxyRiders. The parties undertake to involve only such employees or third parties in the cooperation whom they have previously obligated to confidentiality in a comparable manner.
8.2 Information requiring confidentiality includes all information of a party—regardless of its form—that is marked in writing as requiring confidentiality or whose confidentiality is clearly evident from its nature, in particular trade and business secrets.
8.3 Not requiring confidentiality is information that the receiving party can prove (i) is or was generally accessible, (ii) was already in the party’s possession without an obligation of confidentiality, (iii) was developed independently and without use of confidential information by another party, or (iv) was lawfully obtained from a third party that was not obligated to confidentiality.
8.4 ProxyRiders will fulfill the customer’s agreed requirements for data protection and data security. Both parties will comply with the respectively applicable data protection provisions, in particular those valid in Germany, and will obligate their employees used in connection with the contract to maintain data secrecy, insofar as they are not already generally obligated accordingly. Insofar as ProxyRiders processes personal data in the course of providing its services under this agreement, it will act exclusively on behalf of and in accordance with the customer’s instructions. The parties will conclude a separate written agreement on commissioned processing.
8.5 The confidentiality obligations shall remain in force for three (3) years beyond the end of the respective contract.
9 Term and Termination
9.1 The contract begins with the Order at https://proxyriders.com. The contract may be terminated by the customer at any time with effect as of the next working day. The contract may be terminated by ProxyRiders at any time with a notice period of eight (8) weeks to the end of the month.
9.2 Notwithstanding any rights to ordinary termination of services, the right of both parties to terminate in writing for good cause remains unaffected. If the reason for termination consists of a breach of a contractual obligation, the terminating party shall, prior to termination, set the other party a reasonable period to remedy the reason for termination. Good cause for termination includes all circumstances that make continued cooperation with the other party unreasonable, in particular repeated payment default or payment default with significant amounts, discontinuation of business by the provider, or repeated or ongoing serious defects in performance or cooperation.
9.3 The customer’s right to terminate the contract extraordinarily without notice if the contractual use of the ProxyRiders Tagging Proxy is not granted in whole or in part in due time or is withdrawn again is excluded (Section 543 (2) no. 1 BGB).
9.4 All terminations under this contract must be made via the customer account in the application.
10 General Provisions
10.1 Subject to the customer’s consent, ProxyRiders is entitled to use the customer and/or its brand and logo as a reference for the purpose of presentation on the company website or in brochures. Any use beyond this, e.g., as a showcase or best-practice example, will also only take place after corresponding inquiry and consent by the customer.
10.2 Assignment of rights or obligations of the customer under the contract to third parties is excluded without the provider’s prior written consent.
10.3 The customer may only set off claims with an undisputed counterclaim or a counterclaim that has been finally adjudicated.
10.4 If written form is required under these GTC, text form is sufficient to comply, unless otherwise stipulated in the individual case.
10.5 The legal relationship between the parties shall be governed exclusively by German law to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
10.6 Exclusive place of jurisdiction is Munich.