TERMS OF USE
Provided by MSX, a limited company incorporated under the laws of Germany, having its business seat at MSX International Hugo-Eckner-Straße 20 | 50829 Köln ( in the following referred to as “MSX” or as “the Provider”) for the access and the use of the BMW C3-R1 – UC - Reporting Tool by any individual or corporate entity accessing the tool or entering data into the tool (hereinafter referred to as “the User” or – regarding a plurality of Users – “the Users”)
Preface: Platform Purpose, Provider, Principal and Users
The BMW C3-R1 – UC - Reporting Tool (in the following referred to as “C3” or as “the Tool”) is a sales and sales forecast reporting tool. It provided by MSX on behalf of BMW AG (in the following referred to as “BMW”). C3 enables authorized BMW dealers and importers in various countries and jurisdictions (the “Markets”) to report data on their sales, sales forecast and car stock situation to BMW. Dealers and importers may enter their data manually or via interfaces, if any, into the Tool database. The Tool can be enhanced by the Provider in future.
importers and dealers shall have access to the Tool. The Provider is willing to give access to the Tool to authorized BMW importers and dealers.
Data Reporting between BMW and each dealer or importer is subject to contractual arrangements between BMW and the individual dealer or importer. The Provider does not make any stipulations towards any User of the Tool. Especially but not solely, the Provider does not make any stipulations to any User regarding the functionality, availability, quality or security of the Tool. No User shall have any claim or title against the Provider by accessing the Tool or entering data into the Tool.
Data Reporting between BMW and each dealer or importer is subject to contractual arrangements between BMW and the individual dealer or importer.
With this background, the following terms of use apply for the Tool:
1. Acceptance, Changes, Updates
1.1 Any User, whether he or she is a Permitted User (2.1) or not, accessing the Tool declares consent to these terms of use. The consent is valid for each current access only and needs to be renewed for any later access.
1.2. Consent is documented by ticking the respective field in the log in form for the Tool. Any reservations of rights or declarations, in any form, by the User with regard to the consent to these terms of use are not valid and will not be considered by the Provider.
1.3 The Provider may change, amend or replace these terms of use in future at its sole discretion and the User confirms to agree to each of potential future version of these terms of use. In case of any change, amendment or in case of a replacement of these terms of use, the User cannot rely on or refer to any previous version of these terms of use.
2. Access to the Tool, Permitted Users, Permitted Use
2.1 Access to the Tool is permitted only to individuals or corporate entities who are registered with BMW as an authorized dealer or importer for specific Markets or at least within one of the Markets (in the following “Permitted Users”).
2.2 No other individual or corporate entity must by any means access the Tool. Any User who is not a Permitted User has to refrain from access to the Tool.
2.3 The Tool may only be accessed and used to upload the information and data provided for in the various data entry forms of the Tool (in the following “Permitted Use”). The User may only enter data requested by BMW from the User.
3. No Engagement of Services or Work
By providing access to the Tool to Users, the Provider does not assume any engagement for services or works from the User. The Provider will not enter into any contractual relationship with the User apart from these terms of use.
4. Service-Level, Exclusion of Liability
4.1 The Provider does not guarantee any service level, quality of the service or of the Tool, availability of the service or of the Tool or functionality of the Tool to the User. The User does not gain any claim, right or title towards the Provider with regards to service level, availability, quality or functionality of the Tool. The provider has developed the Tool and is maintaining and operating it subject only to contractual arrangement with BMW so that any claim, reclamation or demand by the User with regards to or in relation to the Tool and its Use must be communicated to BMW.
4.2 The Provider is liable according to the statutory regulations for damages which are caused by intent or gross negligence or which are the result of a culpable injury to health, physical injury or loss of life, or for which liability is provided under the German Product Liability Act (Produkthaftungsgesetz - ProdHaftG).
4.3 Any other liability is excluded irrespective of the legal reason. The Provider rejects any liability or guarantee regarding the User’s legal positions with or towards BMW.
4.4 If damages result from a loss of data, the Provider is not liable therefor, as far as the damages would have been avoided if the User had saved all relevant data completely at regular intervals. The Provider is not liable for data or data bases or data base works which are made available to the Provider by the User or by a third party. Any claims of the User in connection with incorrect data or data bases or data base works of the third party as well as incorrect work results have to be asserted by the User vis-à-vis the third party.
5. Intellectual Property Rights on the Tool, Data and Databases
5.1 The Provider remains the sole owner of all right, title, and interest in the Services or in the Tool. The User does not receive any rights to patents, copyrights, trade secrets, trademarks, or any other rights in respect to the items in the Services or in the Tool.
5.2 By uploading content to the Tool, the User grants to the Provider a non-exclusive, worldwide, royalty-free, sublicensable, and transferable license to use, reproduce, process, distribute, modify, and translate the Content as needed to report to BMW information requested from the User. This license is only for the purpose of the reporting to BMW. The User may not raise any claims or reclamations towards the Provider with regards to ownership in or benefits from the data, databases and other information stored by the User on the Tool.
6. No unlawful Actions, Compliance Obligation
6.1. The Provider stores and processes content and data for the User who enters and uploads such data by using the Tool. The User undertakes vis-à-vis the Provider to enter no content and data which is criminal or absolutely or in relation to a single third party unlawful and to use no programs containing viruses or other malware. The User must not enter any personal data into the Tool and in any case the User remains the responsible authority with regard to personal data and therefore has always to check whether the processing of such data is covered by corresponding legal permissions.
6.2. The User is solely responsible for all used content and processed data as well as any legal positions required therefor. The Provider does not control, check or validate the content used, stored or processed on the Tool. Any reclamations or claims raised by BMW regarding the content, quality or correctness of the information or data entered into the Tool by the User will be assumed by the User.
6.3. The User is obliged to release the Provider from any liability and any costs, including possible and actual costs of legal proceedings, if the Provider is made liable by third parties, for alleged acts or omissions of the User. The Provider will inform the User on such claim and will give the User, if appropriate, the opportunity to defend against the asserted claim. At the same time, the User will notify the Provider of all available information on the matter being subject of the claim completely in writing or in text form (e-mail).