Terms of Service (B2B) - Datacake Wireless IoT Hub – LoRaWAN® Gateway

Datacake Wireless IoT Hub – LoRaWAN® Gateway

Version 1.2 – 5 May 2025

1  Scope of Application

1.1  These Terms of Service ("Terms") govern every sale and delivery of the Datacake Wireless IoT Hub – LoRaWAN Gateway ("Hardware") via our online shop and apply exclusively to entrepreneurs within the meaning of § 14 BGB. We do not conclude contracts with consumers (§ 13 BGB).

1.2  Any terms and conditions of the customer that conflict with or deviate from these Terms shall not become part of the contract unless we have expressly agreed to them in writing.

1.3  This English version is the sole authoritative language version.

2  Contracting Party / Provider Information

Datacake GmbH

Von‑Siemens‑Str. 20

48691 Vreden, Germany

Registered with the commercial register of the Local Court (Amtsgericht) Coesfeld under HRB 16987

Managing Directors:

VAT ID No.: DE123456789

Email: info@datacake.de | Telephone: +49 (0) XXXXX

3  Conclusion of Contract

3.1  The placement of products in our online shop is not a legally binding offer. By clicking “Order” the customer submits a non‑binding request.

3.2  Immediately after receipt we send an automated acknowledgement of receipt. Subsequently the customer receives a binding written offer including shipping costs.

3.3  The contract is concluded only if the customer accepts this offer within seven (7) calendar days ("Acceptance Period") and we confirm receipt of the acceptance. After expiry of the Acceptance Period the offer lapses automatically.

3.4  We store the order data electronically for internal purposes; the text will no longer be accessible to the customer online after dispatch. We will gladly provide a copy on request.

3.5  All declarations may be made in text form («Textform») unless stricter form is required by mandatory law.

4  Prices and Payment

4.1  All prices are quoted net in euro, exclusive of statutory VAT and shipping/handling.

4.2  Payment may be made by (i) invoice (included in the shipment) or (ii) credit card.

4.3  Invoices are due 14 days net from the invoice date. From the due date we are entitled to charge default interest at the statutory rate for commercial transactions (currently 9 percentage points above the base rate, § 288 II BGB) plus a flat reminder fee of €40 (§ 288 V BGB).

4.4  The customer may only exercise rights of set‑off or retention if its counter‑claims are undisputed or have been finally adjudicated.

5  Retention of Title

5.1  We retain title to the Hardware until all claims arising from the business relationship have been paid in full ("Reserved Goods").

5.2  If the customer resells the Hardware in the ordinary course of business, it hereby assigns to us, by way of security, its claims arising from the resale. We accept the assignment.

6  Delivery, Shipping and Risk Transfer

6.1  We currently deliver to member states of the European Union and the United Kingdom.

6.2  Delivery is made DAP (Incoterms® 2020) customer address unless otherwise agreed. Costs and risk pass to the customer upon hand‑over of the Hardware to the carrier (§ 447 BGB).

6.3  We may make partial deliveries where reasonable for the customer.

6.4  Indicative delivery times will be communicated individually after order confirmation.

7  Cellular Connectivity (SIM Card)

7.1  Every Hardware unit is supplied with a pre‑installed and pre‑activated SIM card that provides cellular connectivity out of the box. An initial data allowance ("Starter Volume") is included free of charge and is intended to cover typical operation for several months; the actual duration depends on the customer’s data usage profile.

7.2  The cellular service is offered in cooperation with third‑party network operators. Network availability, data speed and coverage depend on the operator and the installation site. We do not warrant uninterrupted cellular connectivity, and we are not liable for outages, interference or service restrictions beyond our control.

7.3  Once the Starter Volume is exhausted, (i) the SIM will not be recharged automatically, (ii) no charges will be incurred without the customer’s explicit consent, and (iii) we will notify the customer in text form. The customer may then purchase additional data packages or a subscription plan under the conditions communicated at that time.

7.4  As an alternative to cellular, the customer may connect the Hardware via Wi‑Fi or Ethernet. The Hardware remains fully operational even without cellular data.

7.5  The SIM card may only be used in the Hardware for the purpose of transmitting IoT data generated by the Hardware. Any other use (e.g. voice calls, SMS, tethering, high‑volume data transfer) is prohibited. We reserve the right to block or throttle the SIM card in case of misuse or excessive, non‑purpose‑related traffic.

7.6  The customer must comply with all applicable export control, sanctions and telecommunications regulations when using the cellular service and will hold us harmless from any third‑party claims arising from non‑compliant use of the SIM card.

8  Duty to Inspect and Warranty

8.1  The customer shall inspect the Hardware immediately upon delivery and notify us in writing of any apparent defects within seven (7) calendar days; hidden defects must be notified within the same period after discovery (commercial duty of inspection and notification, § 377 HGB). Failure to do so renders the Hardware approved.

8.2  We warrant that the Hardware is free from material and legal defects for a period of twelve (12) months from delivery ("Warranty Period").

8.3  In case of a justified defect reported in due time, we shall, at our choice, repair or replace the Hardware ("Subsequent Performance").

8.4  Warranty is excluded for defects caused by improper use, installation not in accordance with our instructions, unauthorised modifications, or operation outside the agreed purpose (including misuse of the SIM card pursuant to Section 7.5). Firmware or software supplied with the Hardware forms an integral part of the Hardware. Updates are provided only within our warranty obligations.

8.5  The limitation period for claims for subsequent performance, damages or reimbursement of futile expenses ends with expiry of the Warranty Period.

9  Returns and Cancellations

9.1  There is no statutory right of withdrawal for B2B transactions. Notwithstanding, we may accept returns at our discretion provided the Hardware is unused, in its original packaging and the request is made within 14 days after delivery.

9.2  Customised or specially configured products are non‑returnable.

9.3  The customer bears the return shipping costs unless the return is due to our fault.

10  Liability

10.1  We are liable without limitation for (i) intent or gross negligence, (ii) injury to life, body or health, (iii) claims under the German Product Liability Act, and (iv) where we have assumed a guarantee.

10.2  In cases of simple negligence we are liable only for breach of essential contractual obligations (Kardinalpflichten). In such cases, liability is limited to the typical, foreseeable damage.

10.3  Liability for indirect or consequential damages, in particular lost profits, is excluded. We are liable for loss of data only to the extent the customer has backed up such data in a manner adequate to its value.

11  Data Protection and IT Security

11.1  We process personal data in accordance with our Privacy Notice, available online. Where we process personal data on behalf of the customer, the parties shall conclude a data processing agreement pursuant to Art. 28 GDPR.

11.2  The customer shall implement appropriate technical and organisational measures to secure its systems and the Hardware, including but not limited to uninterrupted power supply and network security.

12  Export Compliance

The customer is solely responsible for compliance with all applicable export control and sanctions regulations relating to the Hardware and any associated software or connectivity services.

13  Final Provisions

13.1  German law applies with exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).

13.2  Place of performance and exclusive place of jurisdiction for all disputes arising from or in connection with these Terms is Vreden, Germany.

13.3  Any amendment or supplementation of these Terms must be made in text form. This also applies to any waiver of this text‑form requirement.

13.4  Should any provision of these Terms be or become invalid, the validity of the remaining provisions shall not be affected. The invalid provision shall be replaced by a valid one which comes closest to the economic purpose intended.

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