Terms Device Rental

Latest version: 11.11.2024

These WAY Business terms and conditions (“Terms”) apply to orders of rented items and services placed by the corporate entity (hereinafter “Customer” or “you”). Customers will enter into these Terms with:

WAY technologies GmbH (Kolonnenstraße 8, 10827 Berlin, Commercial Register: Amtsgericht Berlin-Charlottenburg, Commercial Register Number: 249276, VAT Identification Number: DE358325592);

The WAY entity (hereinafter referred to as "WAY”, “We” “Us”) will be the "provider" within the meaning of these Terms. The agreements concluded between Us and the Customer are based exclusively on the following Terms, the contract confirmation. Deviating or supplementing general terms and conditions of the Customer do not apply. They shall not apply either in the case We do not expressly object to their inclusion.

1. Intent of the contract

The renting of new or used merchandise, hereinafter referred to as “Merchandise” or “Rental Item” or “Rental Items”, is agreed under this contract for the transfer for use, hereinafter referred to as the “Rental Agreement”, via the WAY website(the “Platform”). The purpose of the contract is that the Customer receives the use of the Merchandise against payment of the agreed rental fee. Furthermore, WAY will arrange the use of unified endpoint management (UEM) in its basic setup, which is subject to a separate agreement with a third party provider. By use of UEM, every Device will be connected to the WAY platform so that Customer can perform certain actions remotely, such as:

i. Monitor Device status and location;

ii. Install applications and updates;

iii. Lock or erase the Device if needed, for example in the case of loss or theft

iv. Enforce security settings such as password usage, password rotation or

encryption;

v. Configure the device for another employee;

You may conclude a Rental Agreement only with a registered account. Your Authorised Representative (defined below) is required to provide exclusively true data when You register (e.g. Your name, address, email address, bank details, value added tax identification number if applicable, commercial register number). Legal entities or partnerships as well can register and place orders but the registration of a legal entity or partnership as Customer and orders placed by them may only be effected by a natural person with power of representation for this legal entity or partnership or by a delegate of the authorised representative, who must be identified by name, hereinafter referred to as the “Authorised Representative.” To register, the Authorised Representative will be asked to go through ID verification. If Your employees are responsible for ordering Device(s) then You are responsible for ensuring that Your employee has the appropriate power of attorney to do so.

You authorise WAY to obtain bank information for credit purposes and to carry out a credit check via credit agencies. You are obliged to inform us immediately in writing of any incidents that may be of significance for the rental.

Notwithstanding anything to the contrary, You are required to inform WAY of any changes in Your data without delay, and You shall be liable for any abuse of the login details by third parties, unless this abuse is at our fault.

2. Conclusion and extension of the Rental Agreement, shipment or handover of the Merchandise

2.1 Presentation of the Rental Items on the Platform

The presentation of the Rental Items on the Platform is subject to change, i.e. it does not represent a binding offer for the conclusion of a Rental Agreement.

2.2 Conclusion and extension of a contract

2.2.1 For orders via the Platform

You can rent a device via the Platform by clicking the relevant button on the offer page or via Slack form. The amount of the payable rent will be displayed to You on the offer page. You will make a binding offer for the conclusion of the contract only when You click on the respective button on the summary page. Up until this point in time, You can check Your information in the order flow at any time and correct it if necessary. The Rental Item will be shipped only after You have paid the first monthly rent. For as long as the condition of the first payment has not been fulfilled, We shall have the right to withhold the Rental Item. No fee for use shall be payable for the period between the shipment of the Rental Item and the delivery to the Customer (in this regard, see Section 5). The obligation for the payment of the rent shall begin to apply only upon the delivery of the Rental Item to the Customer.

2.2.2 Modification of Rental Agreements

Individual Rental Agreements may only be altered upon the expiration of that contract. For the sake of clarity, each order (which may include multiple items) may only be altered upon its expiration, but additional orders may be placed concurrently, at any time.

2.3 Customer and access data:

You warrant that, as the Authorised Representative, all data You entered when ordering (e.g. Your name, address, email address, bank details, value added tax identification number if applicable, commercial register number) is accurate. You agree that You are responsible for the legality and accuracy of any third-party data uploaded to the Platform by You. 

3. Start of the rental, term and termination of the contract

3.1 Start of the rental and term of the contract

The rental term shall begin on the delivery of the Rental Item to the Customer, hereinafter referred to as “Delivery.” The Delivery will be made by shipment and handover by us  or a parcel service contracted by us. 

The minimum rental period is either 26 or 104 weeks based on the Customers choice during the Customer's onboarding to the WAY platform and cannot be terminated during this period. The minimum rental period begins on the day on which the rental object is handed over to the tenant.

3.2 Ordinary termination 

At the end of the minimum rental period, both parties have the right to terminate the contractual relationship. If no notice of termination is given, the rental shall be automatically extended by the period of one payment period. The period of notice shall in each case be the period of one payment period.

3.3 Extraordinary termination

The right of extraordinary termination for good cause without notice remains unaffected. In particular, WAY shall have a right of extraordinary termination, if the Customer is in arrears with the payment of the use fees on two consecutive due dates; 

• the Customer is late twice with the payment of the use fee,

• the Customer is in delay with the payment of rent in a period extending over more than two months by an amount equal to two months' rent;

• an application for insolvency proceedings or comparable statutory proceedings over the assets of the Customer is made or such proceedings are opened or their opening is rejected for lack of assets;

• the Customer transfers the Rental Item to third parties (excluding end-users of Customer) without permission; or 

• the Customer violates our rights by putting the Rental Item into significant harm’s way by neglecting the duties of care incumbent on it or due to inadequate maintenance or improper use.

• If several Rental Agreements exist between Us and the Customer and if We have a right of extraordinary termination without notice for good cause with regard to one of the Rental Agreements, We can also terminate the other Rental Agreements extraordinarily without notice if the continuation of the additional Rental Agreements cannot be reasonably expected from Us due to the Customer’s conduct being grossly contrary to good faith. This is the case, in particular if the Customer 

• intentionally damages a Rental Item; 

• fraudulently conceals or attempts to fraudulently conceal a damage caused on a Rental Item from WAY; 

• intentionally damages WAY; or 

• uses a Rental Item in the course of or for the purpose of intentionally committing criminal offences. 

3.5 Return of the Rental Item

Upon termination of the Device Agreement or for a collection of the Device(s) required during the Device Agreement, we shall at Our cost arrange for the return of the Device(s) from You or Your Authorised User.

You are obligated to return the Rental Item to WAY, including all equipment directly upon the end of the contract. You shall return the Rental Item in the condition it was in when You received it – apart from the normal signs of use; in particular, You shall remove the password protection, linking of the Rental Item to a personal account or other lock that prevents or hinders the use of the Rental Item by third parties.

Until receipt of the rental object at WAY, You shall pay a fee in proportion to the rental period.

If You return the Rental Item without the accessories or the additional equipment included in the rental or the Rental Item incompletely, You shall be required to return the missing equipment and missing components upon our request within one week from the request. Should You not have returned the missing equipment or missing component within one week, in spite of a request from WAY, We shall have discretion to charge the value of the missing equipment or missing component. You will be liable €80 for any device returned without the original charger provided and €30 for any device returned without the original packaging provided.
You are also responsible for any damage incurred due to the Device(s) not being returned in the packaging provided at delivery.

If We are unable to collect the Device(s) from You or your Authorised User after two attempts we reserve the right to ask You to return the Device(s) to Us at Your own expense or pass to You any additional delivery charges.

If We are not able to successfully have the Device(s) returned to us within 60 days of the termination request, we may class the Device(s) as being lost or stolen and charge You the new Value of the Device(s) or of a comparable device in case the respective device has surpassed it's end of life (EOL).

Should You return the Rental Item with password protection, linkage of the Rental Item to a personal account or other lock that prevents or hinders the use of the Merchandise by third parties, We reserve the right to have the Rental Item unlocked at Your cost. In that case, You will be obligated to pay a flat fee of €49. If You can prove that unlocking costs were lower than the flat fee, the lower amount shall be paid.

3.6 Continuation of the contract in case of continued use

If You continue the use of the Rental Item after the end of the contract, the rental will be extended for one further month, respectively, unless WAY objects thereto. Sec. 545 BGB does not apply. 

3.7 Data backup

On the return of the Rental Items, WAY will delete all data stored on the Rental Items without a possibility of restoring this data. You must therefore back up the data stored on the Rental Items before You return them.

4. Terms of Delivery 

4.1 Rental of Items.

If You have rented the Rental Item via the WAY website,  the following Terms of Delivery apply:
WAY shall make the rental object available to You itself or through vicarious agents/third parties. All items included in the scope of delivery of the rental object, accessories, in particular also instructions for use, are also rented.
The Rental Item shall be delivered to the shipping address, or end-user addresses You have given on the Platform. End-users must be located in the same country as the corporate entity who enters into these Terms with WAY. If the customer intends to temporarily move a rented device outside of Germany, a written confirmation from WAY is required. WAY has a right to make partial deliveries within reasonable limits. Any additional costs incurred for this shall be borne by Us. If WAY should discover during the processing of the order that the Rental Item ordered by You is not in stock, in spite of a most careful check of the inventory and for reasons outside of WAY’s responsibility, You will be informed of this by email and no contract will be effected. If WAY has previously accepted Your offer to conclude a contract by sending the Contract Confirmation, We shall be entitled to withdraw from the contract. Any payments made will be refunded immediately. The delivery periods indicated in the context of the Offer Description are approximate indications. They therefore apply only as agreed approximate values. If the indicated delivery date is exceeded by more than four weeks, each of the Parties shall have the right to withdraw from the contract. If WAY has no fault for lasting delivery problems, in particular in cases of force majeure (e.g. pandemics like COVID-19) or a lack of supply from its own suppliers, although a corresponding covering transaction has been exercised on time, We shall have the right to withdraw from the contract with You to the same extent. You will be informed of this without delay and any received consideration, in particular payments, shall be refunded immediately. Your legal rights remain unaffected for the rest.
With the transfer of possession of the rental object to You, the risk shall pass to You (handover). By accepting the rental object, You acknowledge its proper condition. In case of doubt, the date of the delivery certificate shall serve as the handover date.

If You do not accept the rental object in proper condition despite being requested to do so by Us, We may withdraw from the contract. Claims for damages remain unaffected.

4.2 Delivery of online services. 

For all subscriptions to Services, delivery will be simultaneous to the payment of the Fees, if any, for that Service.

5. Use fees, shipment costs 

WAY charges fees for the use of the Rental Item, and for any additional service such as the WAY Business Premium Platform. The amount of those use fees results in the Offer Description. 

The total rental price is calculated from the following components: use fee per month times the number of months in the term of the contract. All rental prices are understood as end prices and include the statutory value added tax. Besides the end prices, further costs depending on the shipment type will be incurred, which will be shown before the order is shipped. 

WAY has the right to change the use fees for the period after the end of the minimum contract term. WAY will inform You of the change at the latest six weeks before the change takes effect. If You do not agree with the change, You can cancel the contract up to two weeks before the price change takes effect. If no notice of the termination is given, Your agreement to the price change will be assumed. WAY will inform separately of the possibility of termination and the observation of the deadline.

6. Terms of payment 

6.1 Payment options 

The payment will be settled by WAY. The following options for payment are the only methods available to You: credit card, VISA debit card and under certain circumstances SEPA direct debit. For payment by credit card, a corporate credit card must be used and the Customer must be authorised to use it on behalf of the Company. The final charge to the credit card will be made on confirmation of the request for the rental. The credit institution, BIC and IBAN of the Customer’s bank account will be required for a SEPA direct debit procedure. By selecting the SEPA direct debit procedure, You permit WAY to debit payments from Your bank account by direct debit mandate. 

At the same time, You instruct Your credit institution to cash the direct debits charged by WAY against Your bank account. Your bank account will be charged after completion of the order. Under the terms agreed with Your credit institution, You can also request the refund of the debited amount within eight weeks after the debit date. You can view Your SEPA direct debit mandate in Your Customer account at www.WAY.com and revoke it in accordance with Sec. 675p BGB [German Civil Code]. 

6.2 Fees; Types

6.2.1 Fees for services.
Service fees will be paid by the Customer as specific purchases through the Website or app, as offered by WAY from time to time.

6.2.2 Fees for goods.

The use fees for each Rental Item will be paid by the Customer, regardless of the actual use of the Rental Item by it or any end-user and if a Rental Term has a minimum term, (i) the first payment of the use fee shall be made on the conclusion of the Rental Agreement and before the shipment or handover of the Merchandise. Then first payment contains the use fees for the timespan between the order and the end of the running month as well as the following month, and (ii) all further payments shall be made as of the second full month of use, i.e. one month after the delivery date plus the remaining days of the current month, respectively (e.g.: for an order on 1 March and delivery on 10 March, the 1st payment will be due on 1 March and the 2nd payment on 01. of Mai, the 3rd payment on 01. of June, etc.) 

6.2.3 Except as set forth herein, fees will not be refunded if the Customer returns the Rental Item to WAY already before the end of the contract term, ceases to use the WAY Business Premium Platform,  or if the Customer does not use it for other reasons. No right for partial refund or crediting applies.

6.3 Default 

If the Customer defaults on payment, WAY shall be entitled to charge default interest in the amount of 9 percentage points above the ECB base interest rate, unless the Customer is a consumer. In that case, the default interest will be 5 percentage points above the base interest rate. WAY reserves the right to prove a higher damage.

6.4 Prohibition of set-off and right of withholding

Customers may only set-off claims that are uncontested by WAY or claims against WAY that have been established as final and absolute against WAY’s payment claim. The Customer may exercise a right of withholding only if its counterclaim is based on the same contractual relationship. 

7. Customer’s responsibility 

7.1 End-user Responsibilities.

You must ensure that your end-users comply with all relevant provisions of these Terms; in particular, You must ensure that (i) Rental Items are only used for Your business purposes, within reason; (ii) are not modified in any manner prohibited by these Terms; and (iii) each end-user uses or operates the device only as intended and in full compliance with the law. 

7.2 Prohibited Modifications of the Hardware.

You will receive the Rental Item exclusively for use over a certain period of time. You must not modify the hardware of the device, and except for software reasonably necessary and customary, no software may be downloaded. A repair of a hardware defect in accordance with the provisions of Sec. 536a (2) BGB or wear and tear of the Rental Item in the course of the use in accordance with the contract in the definition of Sec. 538 BGB is not deemed a modification of the Rental Item. The Customer shall not be entitled to a refund of expenses for modifications it has made pursuant to Sec. 539 (1) BGB. WAY is entitled to restore the original condition at the Customer’s cost upon the expiration of the contract. This shall not apply if the original condition can only be restored at disproportionately high cost; in that case, the claims of WAY for damage compensation shall remain unaffected. 

8. Damages and loss of the Rental Item 

8.1 Damages 

Only careful use as intended is permitted, so as to minimise the damages that are to be expected. In the event of any damage or other deterioration of the Rental Item during the rental term, the Customer is obligated to inform WAY immediately in writing of all details of the incident that has led to the damage or other deterioration of the Rental Item. In the case of damages to the Rental Item and other violations of the Rental Agreement concluded between the Customer and WAY, the Customer shall be liable on the merits pursuant to the statutory provisions. 

8.2 Liability of the Customer/ “WAY Care”

WAY Care reduces the Customers' liability for (i) display damage; (ii) water damage; or (iii) strong signs of wear and tear, (iv) theft; (v) and gross negligence to 0%.

Should this occur, the Customer must inform WAY in writing without delay with all details of the incident having led to the damage of the Rental Item, and return the Merchandise to Us upon our request.

This reduction of the liability to 0% can be granted to You only once within a contract period of 24 months.

The reduction of liability shall not apply in case the Rental Item is lost, or is intentionally damaged. In that case, the Customer shall pay the repurchase value of the Rental Item. The customer is at liberty to prove that no damage was incurred at all or at least not in this amount. The rental payments already remitted will not be considered for this. The rent for the month in which the loss was reported to WAY shall be paid in full.

Finally, all repairs must be performed by WAY, WAY Partners or third parties acting upon order of WAY, and Customer acknowledges and agrees that no costs associated with repairs will be reimbursed if they are made by a third-party (including the manufacturer, e.g. Apple Stores).

9. Logo; Marketing

From time-to-time, WAY lists and/or mentions its customers in its marketing and communications initiatives. Customer agrees that WAY may use Customer’s name and logo worldwide, free of charge for such purpose for the duration of the Rental Term. In addition, subject to applicable privacy law and WAY’s Privacy Policy, Customer expressly consents to WAY contacting the Customer for marketing or promotional purposes.

10. Warranty; Disclaimer

The legal warranty regulations apply, unless determined otherwise herein. In case of defects on the Rental Item, including repairs performed under WAY Care, WAY is entitled to repair the Rental Item or provide an equivalent item to You as replacement.

We expressly point out that the use of the Platform bears risks. This relates in particular to risks caused by mailing malware, spam (unsolicited mailing of advertising emails), theft of passwords, electronic trespassing and manipulation, hacking and other forms of unauthorised disclosure of the data of customers, harassment and forgeries. WAY will employ all appropriate efforts to minimise these risks. This shall not establish a duty to assume liabilities. Your use of the Rental Items and Platform is at your own risk to this end. Maintenance work, retrofitting or upgrades, errors or “bugs”, as well as other causes or circumstances can result in interruptions or faults in the operation of the Platform. WAY shall rectify any technical failures without delay within the scope of the technical possibilities. 

11. Liability - WAY’s liability 

1. The Parties shall be liable for damages resulting from their (or their agents’) tortious or grossly negligent acts.

2. WAY (including WAY's agents) total liability for direct damages arising out of a breach of this Agreement will be 50% of the aggregated order values placed by Customer in the twelve-month period directly preceding the events giving rise to the claim

3. Only in the event of a breach of a material contractual obligation, liability is also extended to simple negligence, but is limited to foreseeable, direct damage in the amount of the damage typically to be expected.

4. Regardless of the above (including Sections 11.1 - 11.3.) neither party’s (and their agents’) liability is limited for damages resulting from injury to life, body or health

12. Indemnification from liability

Customer indemnity. The Customer shall indemnify WAY from all claims brought by third parties (including its end-users) against WAY for (i) improper use contrary to these Terms or any illegal use of the Rental Item, including for the sake of clarity, a breach of Section 7.1; (ii) a breach of Section 2.3; and (iii) a breach of Section 8 (DPA). In the event of an indemnification pursuant to this clause, the Customer shall compensate WAY for all damages, which WAY has incurred due to the improper use contrary to the contract or any illegal use including any costs for the legal defence. The Customer shall inform WAY directly if third parties claim improper use contrary to the contract or any illegal use of the Rental Item and support WAY in the legal defence. 

13. Prohibition of assignment, transfer for use, pledging 

Claims or rights of the Customer, including these Terms, against WAY may not be assigned or pledged without WAY’s agreement, unless the Customer has a justified interest in the assignment or pledging.  

During the rental term, You may not sell, give away, rent or loan it. This shall not apply to the use free of additional charge by employees and/or end-users of the Customer, insofar as this is legally permitted. It is understood that the scope of these Terms includes the use of these items by Customer’s rightful employees or agents.

You are obligated to keep the Rental Item exempt from the rights of third parties for the Rental Term. During the term of the Rental Agreement, no Rental Item in Your possession may be leased, encumbered by a lien or otherwise made the object of a transaction. 

WAY is permitted to transfer the rights and obligations under the contract with the Customer in full or in part to another company. In the event of contract assumptions by a third-party company, the Customer shall receive a notification from WAY about the assumption of the contract, which shall also state a deadline within which the Customer may terminate the contract and demand the deletion of the customer account if the Customer does not agree with the transfer to the third-party company.

We may refinance rental Device(s) using an asset-based lending model, which is

customary in the market. Refinancing companies were established with selected banks and financial service providers for this purpose. A refinancing company acts exclusively as the owner of the 'assets', i.e. Device(s). In order to react flexibly to customer enquiries with different volumes, Zelt or a subsidiary of Zelt may enter into the contractual relationship as an 'asset donor', depending on the size of the customer and the requirements. The agreed service levels and service provision remain unaffected by this.

We may also refinance the contractual revenue and the right to invoice to a third party, in this instance, the terms under this agreement will remain unchanged, however, the third party will take over ownership of the contract and all monthly payments will be paid to the third party.

14. Changes 

We have the right at any time to make changes to these Terms, provided that the changes do not relate to this Section 14 or primary performance obligations or the fee for the primary performance and the changes do not amount to the conclusion of a new contract nor relate to the adjustment of fees, which aims at a payment beyond the fee agreed for the primary performance. You will be notified of the changed terms in text form at least six weeks before their effective date. The changes will be deemed approved if You do not object to them within six weeks from receipt of the notification. WAY will inform separately of the possibility to object and to the observation of the deadline. If You exercise the right to object, the changes will not become a part of the contract and the contract will be continued without changes. In case the Customer objects to the changed General Terms and Conditions within the time limit, WAY shall have the right in consideration of the Customer’s legitimate interests to terminate the contract existing with the Customer on the date on which the change takes effect. Corresponding contents of the Customer will then be deleted from the database. The Customer cannot derive any claims against WAY from this. 

15. Applicable law 

The contractual relationship existing between WAY and the Customer is governed by the law of the Federal Republic of Germany. The application of the UN Convention on Contracts for the International Sale of Goods is excluded. The parties agree that Berlin is agreed as the place of jurisdiction for all disputes arising between the Customer and WAY.  

16. Final provisions

If individual provisions of the Terms should be invalid, this shall not affect the validity of the Terms in the remaining part.