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TERMS AND CONDITIONS (GTC)

 

As of: November 2023

 

 

§ 1:       Applicability of the General Terms and Conditions

 

1.1 These terms and conditions apply to all business relationships between CURE S.A. for their services under the scrioo brand (hereinafter "scrioo") and their customers (hereinafter "customer"; scrioo and customer hereinafter also collectively "parties" or individually "party") regarding the provision of services by scrioo.

 

1.2 Deviating, conflicting or supplementary general terms and conditions of the customer - regardless of their form - only apply to the contractual relationship between scrioo and the customer if and to the extent that scrioo expressly agrees to their validity in writing. References to such customer conditions as part of an order are expressly contradicted and are ineffective.

 

1.3 In the event of any conflicting provisions between these Terms and Conditions and other documents constituting the final contract, the descending order of precedence shall apply:

The offer

These terms and conditions

Data processing contract (and technical and organizational measures)

Confidentiality Agreement

Service Level Agreement

 

1.4 scrioo offers its customers access to its shared and cloud-hosted Software-as-a-Service ("SaaS") platform and/or its Data-as-a-Service ("DaaS") scrioo API. Unless expressly stated otherwise in the offer, scrioo does not develop or adapt any software specifically for its customers, therefore this contractual relationship does not constitute a work contract.

 

§ 2:      Services from scrioo

 

2.1 The scope of the services is set out in the offer.

 

2.2 The Customer shall provide scrioo, in a timely manner, with a complete and accurate list of suppliers and/or destinations that the Customer wishes to monitor using the scrioo Services.

 

2.3 Unless otherwise agreed in the offer, the customer accesses the scrioo services via the delivery formats shown in the offer.

 

2.4 In the case of access via the scrioo API, the customer is responsible for establishing a data connection between the intended workstation/system and the scrioo API at his own expense. scrioo is entitled to redefine its API at any time if this is necessary for smooth access to the Services. In this case, the customer will connect to the newly defined API. The customer receives an access token to the API or access data to the platform (dashboard). The customer will only pass on the access token to authorized persons on a need-to-know basis (e.g. their own employees), but will otherwise treat it as strictly confidential and will not pass it on to third parties.

 

2.5 In the case of access via the scrioo platform (dashboard), the customer receives login data for each user. Each user is limited to a single authorized person and may not be used by any other person or distributed to a group of people. The customer will only pass on the user data to authorized persons (e.g. his own employees), but will otherwise treat it as strictly confidential and will not pass it on to third parties.

 

2.6 If scrioo determines that the customer or, if applicable, an affiliated company violates these terms and conditions, the customer must remedy this violation immediately, otherwise this may, among other things, lead to the immediate termination of the contractual relationship for good cause and to claims for damages.

 

2.7 The customer expressly agrees that any access tokens or login data are provided exclusively for the customer's company and that the customer is not permitted to transfer the access tokens and/or the scrioo results and data to third parties or to pass on.

 

2.8 Customer's access to the scrioo API or platform is subject to the principle of fair use. In the event that Customer's access to the scrioo API results in overload, scrioo reserves the right to temporarily or permanently limit Customer's access to the API to one (1) access every ten (10) minutes restrict. The customer is not entitled to any claims against scrioo due to such measures.

 

2.9 scrioo itself is completely dependent on data from third parties to provide its services. scrioo must therefore reserve the right to limit or discontinue its services if the provision of data from its sources is interrupted or restricted for any reason. If the interruption represents a significant limitation of scrioo's services for more than 30 consecutive days, the customer has the right to terminate this contract for good cause. Otherwise, such measures do not constitute a violation or non-fulfillment of the contractual relationship on the part of scrioo.

 

2.10 scrioo is not limited either in the selection of third parties to be used as a source for the creation of scrioo services and results, or in engaging additional third parties to expand and continuously improve its services.

 

2.11 scrioo results may contain excerpts such as links, texts or images/photographs that may be subject to intellectual property protection (in particular copyright) in favor of third parties. scrioo's services consist of the aggregation and analysis of external data sources and expressly not the sale of licenses to the original data.

scrioo is permitted to incorporate such material into the scrioo results and/or on the scrioo platform, however the customer acknowledges that scrioo is not permitted to grant licenses for redistribution, storage, reproduction, delivery to third parties (including customers) or to further publish the links, images/photographs, texts or snippets and the like contained in the scrioo results. The customer is therefore obliged to check whether he needs additional licenses for extended use (outside the scrioo platform) and, if necessary, to purchase these directly from the rights holder. The customer will release and hold scrioo harmless from all related claims.

 

2.12 If a rights holder directly requests that scrioo change results or data or make changes to the structure or data format, scrioo is free to make these changes or to remove the material from all result lists ("notice and take-down"). The customer is not entitled to any claims against scrioo due to such measures.

 

2.13 scrioo is entitled to change or adapt the services to the extent that this is necessary or expedient to adapt to technical progress and the services provided by scrioo to the customer are not restricted as a result.

 

§ 3:      fees

 

3.1 The fees stated in the offer apply. Scrioo's claims are due and payable in full without deductions within thirty (30) days of the invoice being issued. The applicable statutory VAT and other applicable taxes and duties must be added to all fees. In the event of late payment, late payment fees of twelve (12)% p.a. will apply. In addition, Customer is liable for all late fees and costs incurred in connection with Customer's default.

 

3.2 If scrioo and the customer agree on a payment plan according to which the fee is to be paid in regular installments, it is hereby agreed that the customer's default on a single installment will result in the entire outstanding amount becoming due immediately without further reminder.

 

3.3 The agreed fees and prices are subject to indexation based on the Consumer Price Index (IPCN) 2015 published by the Luxembourg statistical office Statec or an index that replaces it. The base value is the index number that was published in the month in which the contractual relationship between scrioo and the customer came into being.

 

3.4 Offsetting the customer's alleged counterclaims against scrioo's claims is excluded.

 

§ 4:      Right of use

 

4.1 scrioo grants the customer a non-exclusive, non-transferable and non-licensable right to use the services provided, which is limited in the following points:

 

  • limited in time to the duration of the contractual relationship,

  • essentially limited to the objectives and/or regions/areas mentioned in the proposal,

  • limited to the legal entity specified in the offer,

  • limited to the IT software/systems specified in the proposal and

  • the content is limited to the purpose of this contractual relationship.

 

4.2 Any further use is not permitted without the prior written consent of scrioo (which scrioo can refuse), in particular:

 

  • the transfer of the granted usage rights and/or the access token for the scrioo API to third parties,

  • any modification, adaptation and/or publication or distribution of scrioo results, in whole or in part, to third parties,

  • the transfer of key performance indicators and benchmarking results relating to scrioo results or data to third parties.

 

4.3 The service contains elements and content that enjoy protection (e.g. under copyright and related rights, trademark law, patent/utility model law, design law, competition law or other laws) in favor of scrioo, scrioo's cooperation partners or third party data providers or to be able to enjoy. scrioo, its cooperation partners and third-party data providers expressly reserve all rights thereto. Any use of these elements and contents (or parts thereof) beyond what is necessary for the use of the scrioo Services by the Customer under normal circumstances is prohibited without the prior written consent of scrioo. This applies in particular, but not exclusively, to the software, names, symbols, trademarks and other brands/signs, content, layout, design and interface of the scrioo website, databases, videos, photos, texts and graphics.

 

4.4 If the customer violates the usage rights granted here, scrioo is entitled to terminate this contract without notice for good cause. In addition, scrioo reserves the right to sue for damages in and out of court in the event of violations of the usage rights granted here.

 

§ 5:      Liability and warranty

 

5.1 This contract does not create any rights of any kind in favor of the customer's end customers or third parties. Should these persons assert claims against scrooo in connection with the services arising from the contractual relationship between scrioo and the customer, regardless of the legal basis, the customer must release scrooo from these claims and hold them harmless.

 

5.2 scrioo offers its services based on automated processing of external third-party data sources, the quality and validity of which are beyond the control of scrioo. In addition, the algorithms and predictive models that scrioo uses to generate scrioo alerts and other data are inherently non-deterministic and probabilistic. For these reasons, deviations from actual events cannot be avoided.

 

5.3 Accordingly, scrioo assumes no warranty, no responsibility and no liability for (i) any particular characteristic, suitability, merchantability or fitness for a particular purpose of the Services; (ii) incomplete, inaccurate, outdated or erroneous data forming the basis of or contained in scrioo Results and/or the Platform; (iii) the validity, completeness or accuracy of scrioo results and other data; (iv) the uninterrupted or error-free availability and accessibility of scrioo Results or the Services (to the extent such availability is provided under the Service Level Agreement); (v) any transmission, hardware, software or network errors; (vi) lost, corrupted, incomplete, corrupted or delayed transmission of data; (vii) interruptions, impairment of data transmission between third party sources and scrioo or scrioo and the Customer or any technical difficulties or maintenance; (viii) the legality or freedom of the data or the results of third party rights; (ix) secure/risk-free access or retrieval to the website to which a link contained in the scrioo results or other data leads.

 

5.4 In general, the Customer acknowledges the uncertainties inherent in any analysis or information provided as part of the Services and acknowledges that the Services are not a substitute for its own independent assessment and analysis and are not intended as professional advisory services or Recommendations for pursuing a particular course of action should be considered. scrioo is not liable for any actions or decisions that the Customer takes or does not take based on the Services or the information or data contained therein. scrioo does not guarantee or assume any liability for the completeness or accuracy of the checklists and questionnaires provided on or as part of the Services (if applicable). Customer acknowledges that it assumes all risk relating to the use of the Services.

 

5.5 If the Customer uploads documents and/or data to the scrioo platform, the Customer warrants that (i) he has the necessary rights to upload these documents and/or data and (ii) that he is authorized to use the documents and /or reproduce data and (if applicable) make it available to the public in accordance with copyright and other applicable laws. The customer releases scrooo from any claims in this context and holds them harmless.

 

5.6 scrioo is only liable for damages in accordance with statutory provisions if intent or gross negligence is proven. To the extent that liability is not effectively excluded in this contract and unless mandatory law provides otherwise, all claims and causes of action against scrioo for damages caused by slight negligent behavior during the duration of the contractual relationship are (i) in the case of flat-rate contracts limited to fifty (50)% of the amount of the agreed fees and (ii) for contracts with recurring fees/payments - cumulative - limited to the amount paid by the customer for the services provided by scrioo in the last six (6) months before the occurrence of the first claim or cause of action, or the equivalent of 10,000 euros (in words: ten thousand euros), whichever is lower.

 

5.7 To the extent permitted by law, compensation for (direct or indirect) consequential damages, loss of data, savings not achieved, lost interest and wasted expenses as well as lost profits is excluded.

 

5.8 The customer is responsible for ensuring that its affiliated companies comply with the terms of this contract.

 

5.9 The customer will notify scrioo of any disruptions or defects in the services provided immediately, at the latest within seven (7) calendar days of becoming aware of them, in writing or by email. If the claim is not made in a timely manner, the customer forfeits his right to assert warranty or compensation claims.

 

5.10 scrioo will remedy the reported defects within a reasonable period of time (at least fourteen (14) working days). If the reasonable deadline has expired without success, the customer can request a price reduction and, unless the defect is minor, terminate the contractual relationship extraordinarily. Neither the customer nor a third party commissioned by him is entitled to remedy the defect in the services provided themselves. In addition, even if the defect already existed when the contract was concluded, the customer is only entitled to claim damages if scrioo is at fault and within the scope of the contractually agreed limitation of liability.

 

5.11 The customer's claim to a reduction in remuneration due to a defect in the services that has not been remedied is excluded/invalid if the defect simultaneously affects the agreed service levels (availability). In this case, the remedy specified in the Service Level Agreement applies.

 

5.12 scrioo is released from the obligation to provide services under this contract if and to the extent that the non-provision of services is due to the occurrence of force majeure circumstances ("force majeure" means events that are beyond the reasonable control of scrioo , which prevent scrio from fulfilling its contractual obligations (in a timely manner), including, but not limited to, acts of God, war, riots, riots, strikes, labor unrest, embargoes, blockades, explosions, fires, earthquakes, volcanic eruptions or other serious environmental disasters or weather conditions or other force majeure). Each contracting party shall immediately inform the other contracting party in writing of the occurrence of a case of force majeure.

 

§ 6:      Duration of the contract

 

6.1 The term (= commitment period) of the contractual relationship is stated in the offer.

 

6.2 Unless otherwise agreed in the offer, the contractual relationship is automatically extended by twelve (12) months unless one of the parties gives the other party written notice of termination at least three (3) months before the end of the original term.

 

6.3 Each party has the right to terminate the contractual relationship with immediate effect for good cause if and to the extent that the reason makes further cooperation appear unreasonable.

 

§ 7:      data protection

 

7.1 The personal data that may be provided by the customer as part of the contractual relationship, in particular the contact details (i.e. name, telephone number, fax number and email address), will be used by scrooo for the purpose of providing and carrying out the contractual services in accordance with Article 6 Paragraph 1 lit. b General Data Protection Regulation (GDPR VO (EU) 2016/679).

 

7.2 The customer hereby expressly agrees, until revoked, to receive messages (via fax, email and/or SMS) with information about the contractual service at any time, even if these messages contain advertising from scrioo in addition to the information about the contractual service .

 

7.3 scrioo complies with the mandatory data protection laws in their currently valid version, insofar as they are directly applicable to scrioo. The processing of personal data by scrioo is justified by relevant regulations and is expressly regulated in separate data processing contracts.

 

7.4 The following data provided by the customer can be deleted at the customer's request:

 

  • any user information or personal data such as (emails, usernames, names, etc.) specific to a Customer User;

  • any User activity that is private and not an integral part of the scrioo Platform as a whole (such as private episodes or the creation of private collections) that is specific to a Customer User;

  • all configuration data, such as B. a user's delivery preferences and perspectives specific to a user ordered by the customer;

  • all relationships (tracking and/or connecting) with providers and other targets initiated by a customer user.

 

7.5 The following data is the property of scrioo and may not be deleted upon request:

 

  • any part of the scrioo supplier and destination directory (suppliers, transport hubs, etc.);

  • scrioo results and other data generated by scrioo;

  • any user activity that is public on the scrioo Platform and/or is an integral part of the scrioo Platform as a whole (e.g. public comments, publicly shared collections, etc.).

 

7.6 Unless otherwise agreed in the offer, all information about suppliers and other target groups transmitted by the customer to scrioo can be used to supplement, improve or expand the scrioo supplier and target group directory.

 

7.7 Supplier and other target relationships of the customer will not be passed on to third parties (on the scrioo platform or otherwise) unless this is necessary for the provision of services from scrioo to the customer (e.g. generation of scrioo results, implementation of historical Supplier screenings) or the customer has expressly agreed to this.

 

§ 8:      Place of performance, place of jurisdiction, applicable law

 

8.1 The Terms and Conditions are governed by Luxembourg law, excluding the conflict of law provisions and the provisions of the United Nations Convention on Contracts for the International Sale of Goods (CISG).

 

8.2 The place of performance is Luxembourg and for all disputes, differences of opinion and claims arising from the contractual relationship and/or these conditions or relating to these conditions, their violation, termination or invalidity, the competent court at the registered office of CURE S.A. shall have exclusive jurisdiction. or scrioo is responsible.

 

§ 9:      Final provisions

 

9.1 The entire content of the contract is confidential for both contracting parties. The contracting parties ensure that their employees/contractors, consultants and/or other third parties who work for the respective contracting party are bound to this confidentiality obligation.

 

9.2 scrioo is entitled to refer to the customer and his logo by name, in writing or electronically, unless the customer expressly revokes this in writing.

 

9.3 These Conditions (including the Offer and its other appendices) contain the entire agreement between the parties relating to their subject matter and all previous understandings, agreements, representations or warranties relating to such subject matter, whether oral or written, are hereby superseded and have no further effect.

 

9.4 Changes or additions must be made in writing to be effective. This also applies to any deviation from the agreed written form, so that a tacit deviation from this effectiveness requirement cannot be assumed.

 

9.5 If individual provisions of these terms and conditions are or become invalid or unenforceable or the terms and conditions are viewed as incomplete, the remaining provisions of these terms and conditions remain unaffected and continue to be valid and enforceable. Any invalid or unenforceable provisions shall be interpreted and supplemented by mutual agreement with valid and enforceable provisions that most closely approximate the economic result intended by the parties.

 

9.6 scrioo reserves the right to change the General Terms and Conditions from time to time, to make the then valid version available and to inform its customers about it. The contractual relationship is then subject to the changed conditions, unless the parties have agreed otherwise.

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