eTrusted Platform terms of use

These terms of use and the order documents (jointly referred to as the “Agreement”) govern the use by the Customer of the Software as a Service services provided by Trusted Shops GmbH, Subbelrather Str. 15c, 50823, Cologne, Germany (“Trusted Shops” or the “Supplier”). “Software as a Service” refers to the services provided by Trusted Shops on the basis of the Trusted Shops application programmes on the eTrusted platform being used by the Customer via an internet connection provided by cloud infrastructure. “Customer” refers to the company that has ordered Software as a Service services from Trusted Shops GmbH, Subbelrather Str. 15c, 50823 Cologne, Germany (“Trusted Shops” or the “Supplier”). At the same time, Trusted shops will offer and render the eTrusted Platform services to the Customer’s affiliated companies (in the sense of § 15 AktG) under the agreements included in these terms of use.

The eTrusted Platform is modular in design and makes it possible to automatically gather information, analyse and manage transactional feedback using the interface supplied by Trusted Shops at defined touch points and interfaces with existing IT systems. The booked modules and any support services and/or other services arise from the Order Documents. The term “Data” – where this concerns the Customer – refers to data on the Customer made available by the same.

I. Services

  1. The Supplier shall provide the services, in particular access to the software, in its disposal area (from the data centre interface to the internet). The scope of services, quality, intended use and operating conditions of the contractually-agreed services will be fixed in the Agreement.
  2. Additional services, such as developing customer-specific solutions or any required adjustments, advisory, training or other higher-level services, will require a separate agreement.

II. Support services

    1. Depending on the individual agreement, Trusted Shops support will consist of the following services:
      • Updates, fixes, general maintenance releases, security alerts and critical patch updates;
      • Ticket system to register errors;
      • Rendering assistance with service enquiries during normal working days and hours (Mon-Fri);
      • General customer service (non-technical queries) during normal working days and hours (Mon-Fri).
    2. The exact scope of support will be agreed in the Order Documents.

III. Duty to cooperate

The Customer is obliged to supply all hardware or software and to ensure the internet connection and access that is required or desired for the contractually-agreed access and use of the Trusted Shops application programmes and services. If third-party software tools (connectors, adaptors or interfaces) are used, Trusted Shops’ scope of services will not include third-party software tools. If other hardware of software is made available by third parties (e.g. by systems integrators or other IT companies), and these materials are not delivered in a timely fashion, are incomplete or are not error-free, meaning that the Trusted Shops is unable to render its services in a timely or complete manner, Trusted Shops shall be released from fulfilling its obligations under this Agreement.

IV. Scope of use

  1. Once Trusted Shops approves the order, Trusted Shops, for the duration of the service provision period, will grant the Customer the non-exclusive, licence fee-free, non-transferrable worldwide right to use the services only for its operational activities under the conditions set out in this Agreement. The Customer shall not receive any additional rights, specifically the right to the software or any infrastructure services at the respective data centre. Each additional use requires the prior written approval of the Supplier.
  2. Trusted Shops is not obliged to physically deliver the Trusted Shops application programmes or physically make these available. The Customer is aware that the Trusted Shops application programmes can only be used and accessed via the internet.
  3. The Customer acknowledges that it is not acquiring any licence or right to the Trusted Shops application programmes and that these may only be used while the services are being provided.

V. Availability, service defects

  1. The availability of the services provided will result from the Order Documents. When updates, upgrades or new releases for the Trusted Shops application programmes are installed or activated, these will be classed as availability periods, provided that Trusted Shops has informed the Customer of this in advance. In addition, those periods when there are minor errors which do not fully obstruct access to the Software as a Service services (blockers) are classed as availability periods. Also, those periods in which the Customer does not comply with its obligations to supply hardware or other obligations, will be classed as availability periods. Periods during which maintenance is carried out to ensure the operation of the Trusted Shops application programmes and services – carried out by Trusted Shops, sub-contractors or Trusted Shops service providers – these will also be classed as availability. The Customer must be informed within a sufficient period of time in advance of any planned maintenance. Finally, those times in which there are conditions classed as force majeure events in the sense of point VI (5) will also be classed as availability.
  2. If there is only an insignificant reduction in the efficiency of the services used pursuant to the Agreement, the Customer shall not make claims on the grounds of defects.
  3. In the strictest terms the Supplier may not be held liable for any material defects that were already present at the time the Agreement was concluded.
  4. There is a 12-month warranty period, beginning from the provision of the services for which a complaint is being lodged, with all warranty claims expiring at the end of this period.
  5. If the services in a given month are not provided within the contractually-agreed delivery period, the Customer shall inform Trusted Shops of this in writing no later than 5 days after the end of the respective month or within the period specified in the Order Document. All claims about defects that are not made in the form described in the aforementioned period shall lapse and the Customer shall waive such claims.

VI. Limitation of liability

  1. The Parties assume unlimited liability for the damages caused through gross negligence or intent either by the Parties themselves or their employees.
  2. The Parties exclude any liability for slightly negligent violations of their obligations provided that these do not concern any fundamental contractual obligations (obligations whose fulfilment are essential to the proper performance of the Agreement and on whose fulfilment the Parties may ordinarily rely, so-called cardinal obligations), life, health or limb or claims affected pursuant to the Product Liability Act.
  3. If there is a slightly negligent breach of any fundamental contractual obligation, liability is restricted to damages whose creation is typically to be expected within the context of the Agreement. There is no liability for damages, consequential damages and lost profits which are not typical of the Agreement.
  4. Points 1 to 3 above also apply to breaches of contractual obligations caused by vicarious agents.
  5. Neither of the Parties may be held liable for omissions or delays caused by force majeure events e.g. war or acts of war, sabotage, hacking or cyber-attacks, fire, flooding, industrial action, cable or internet failure or downtime not attributable to either Party or which are due to government actions, refusal of official permits or export licences or any other circumstances beyond the control of the Parties (“Force Majeure”). Both Parties are obliged to endeavour to mitigate the consequences of force majeure events. If the force majeure events last for more than 30 days, each Party is entitled to terminate the Agreement on the grounds of non-delivery of services. Likewise, each Party’s obligation to do everything possible to reduce the damages shall remain as unaffected as the Customer’s obligation to pay for services rendered.

VII. Data protection and data security

  1. If the Provider has access to the Customer’s personal data, the Provider will only process and use said data to implement the Agreement. Partners shall agree in writing on the details for all processing activities. This agreement shall form an essential part of this Agreement and shall be attached to this Agreement.
  2. It is agreed that the Customer shall remain the “owner of the data”. Neither the Provider nor any of its associates involved in implementing this Agreement control the legal permissibility, collection, processing and use of the data it holds on the Customer, unless otherwise agreed in this Agreement.
  3. If the Customer collects, processes or uses personal data related to the Agreement, it must also take responsibility to ensure on behalf of the Provider that it is entitled to do so pursuant to the applicable provisions, specifically those related to data protection. In the event of a breach, it will release the Provider from any third-party claims.

VIII. Taxes and fees

  1. The services must be paid for in the amount agreed in the Order Document and this amount is non-refundable. The Customer is obliged to pay all taxes (including VAT), customs and excise duties levied on the services provided by Trusted Shops, with the exception of any income tax due. The Customer shall reimburse any fees and expenses related to any services provided by Trusted Shops on-site or at the Customer’s premises, producing a receipt. All invoices sent by Trusted Shops are due without deduction of fees and are payable within 30 days after the invoice is received by the Customer.
  2. The Provider may require additional reimbursement of its expenses, provided that
      • it took action following notification and there was no visible defect, unless the Customer was not in a position, with reasonable effort, to realise that there was no defect; or
      • a reported defect cannot be reproduced or otherwise proven by the Customer to be a defect; or
      • any additional expenses due to improper performance of the Customer’s (cooperation) obligations are due.

IX. Term and termination of the Agreement

  1. The contractually-agreed services shall be provided from the date identified in the Agreement as the beginning of the contract term for the length of the contractually-agreed term. Both Parties agree that there can be no premature ordinary termination of the Agreement during the minimum term.
  2. The Agreement can be terminated within a period of three months, and on expiry of the minimum term. If no termination takes place, the Agreement will be extended for an additional year provided that it was not regularly terminated within three months of the end of the respective extension period.
  3. Each Party’s right to extraordinary termination of the Agreement for good cause shall remain unaffected.
  4. Any termination declaration must be made in writing to be effective.
  5. Prior to the termination of the Agreement, the Customer shall secure its datasets under its own responsibility and in due time (e.g. by downloading them). On request, the Provider shall assist the Customer with this task in accordance with point VIII (2).

X. Amendment of the Agreement

The Customer must be informed of any amendments to these terms of use in writing. Amendments will be deemed as being accepted if the Customer does not dispute these in text form. Trusted Shops shall specifically inform the Customer of these consequences in a notification letter. Any appeal must be received within one month after the notification is received.

XI. Miscellaneous

  1. Any clarifications pertaining to the Agreement shall only apply if they are in writing. Terminations must be made in writing.
  2. If there are any discrepancies or deviations between the following documents, they shall be ranked in the following order: (1) the Order Document in question; (2) all appendices, annexes or supplements to this Agreement and (3) these terms of use.
  3. German law shall apply exclusively to this Agreement and to any disputes arising therefrom or in connection therewith.
  4. The language of the Agreement is English.
  5. If the Customer is a merchant, a legal person under public law or a special fund under public law, the place of jurisdiction shall be Cologne, unless there is an exclusive place of jurisdiction. The same shall apply if the Customer has no ordinary place of jurisdiction in Germany or if its domicile or habitual residence are unknown at the time the lawsuit is initiated.

XII. Appendices

  1. Joint Controllership agreement (GDPR)
  2. Guidelines for the Use of the Review System
  3. Experience Feedback Platform Services

In case additional Trustmark and Guarantee services are booked, Parties enter into a separate Trusted Shops Membership and Guarantee Contract. The following Trusted Shops general terms and conditions apply additionally to such contract:

 


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