terms and
conditions
´
These terms and conditions apply to all customers who have entered into contracts from October 1, 2021, and come into effect from the moment of contract conclusion.
Parties to the Contract and Definitions
(1) These General Terms and Conditions ("GTC") apply to all usage contracts for internet-based access to the traide software ("Software") concluded between traide AI GmbH, Torstraße 98, 10119 Berlin ("traide"), and their contracting partners ("Customer") who are not consumers as defined in § 13 of the German Civil Code (BGB) or other relevant legal provisions. The customer's different terms and conditions do not apply to usage contracts unless traide explicitly agrees to their application in writing.
(2) The following definitions apply to these Terms and Conditions:
"Force Majeure" means events that could not have been prevented by traide or the customer with due diligence, such as natural disasters of any kind, fire, traffic accidents, war, sabotage, strikes, and/or power outages.
"Volume-Based License" means the maximum number of tariffed customer data records agreed upon under the usage contract, which are tariffed, checked, and/or stored using the Software.
"Party/Parties" refers to traide and/or the customer.
"Confidential Information" includes all information and documents, regardless of their embodiment or representation, including contract documents, provided by one party to the other party and not publicly available or whose content suggests that they should not be treated as confidential. Confidential information includes, in particular, technical, business, and other information, such as information related to technologies, research and development, products, services, product prices, customers, employees, subcontractors, marketing plans, and financial matters.
Subject Matter of the Contract and Formation of the Usage Contract
(1) traide operates the Software as a Service AI-based classification software via the Internet and makes it available to its customers.
(2) The subject matter of the contract is internet-based access to traide software in its current version, with the implemented functionalities for the duration of the usage contract by the customer (the "Services").
(3) The Services include the provision of the Software. The specific scope of services and functionalities, as well as the agreed compensation model and the volume-based license model, are specified in traide's respective offer to the customer. If the customer wishes to tariff more products or store additional individual user accounts, this requires a corresponding supplementary agreement between the parties.
(4) The Services are operated based on a volume-based license model, meaning that the Services may only be used for the customer's products according to the booked quantity.
(5) Unless otherwise agreed in the offer, the usage contract is concluded when both parties sign the offer.
(6) If the customer - or individuals, companies, groups, organizations, or assets related to the customer in a provable manner - are mentioned on one of the so-called sanctions lists (official lists on which individuals, companies, groups, organizations, or assets subject to economic and/or legal restrictions are listed, e.g., UN, EU, World Bank, OFAC, etc.) during the course of the contractual relationship, traide has the right to immediately block all access to the Software.
Scope of Services
(1) During the contract period, the customer has access to all functions of the traide software.
(2) Additional services by traide are not part of the contract.
(3) The point of transfer of traide's services to the customer is the router exit of traide's server or the server of the external data center service provider commissioned by traide. Furthermore, the use of computer systems and third-party internet connections falls within the customer's risk area.
(4) traide is entitled to amend this usage contract and revise the Services and expand the scope of functionalities without significantly limiting the agreed services. traide will announce changes to this usage contract in writing or by email to the provided contact address two (2) weeks before they take effect. traide will inform the customer of the changes, the deadline for objection, and the consequences of objection. The objection can be made by email to the specified address. If the customer does not object to the changes in writing or by email within a period of two (2) weeks from the receipt of the notification of changes, the changes will become part of the contract. If the customer objects, the parties will mutually agree on a solution. In the event of a failure to reach an agreement, Traide is entitled to terminate the contract.
Availability of Services
(1) traide provides the Services to the customer for 24 hours and 365 days per calendar year. traide guarantees an availability of the Services of an average of 99% per calendar year ("SLA").
(2) traide is entitled to interrupt the Services for five (5) hours per month for maintenance work when work needs to be carried out on its server and/or other service components that cannot be done without interrupting the Services. traide will attempt to schedule maintenance windows outside of regular working hours. The times of the maintenance windows do not count as times of unavailability within the meaning of Section 4(1) of these Terms and Conditions.
(3) traide will notify the customer in advance, if possible, about maintenance work, network interruptions, their expected duration, and any disruptions via email.
(4) traide is not responsible for internet- or network-related downtimes and, in particular, for downtimes in which the Services are not accessible over the internet due to technical or other problems beyond traide's control, such as Force Majeure, third-party fault, etc.
Customer's Rights and Usage Requirements
(1) Access to the Services is technically dependent on registration through individual user accounts. To do so, the user must register with their email address and a password of their choice. The respective license is considered granted upon the user's invitation. The customer can reassign the respective license only after deactivating the user. The number of user licenses depends on the Volume-Based License.
(2) Technical access requirements and recommendations necessary for using the Services (e.g., regarding browser software) can be requested by email.
(3) The customer is entitled to load their own data records into the Software. The data is available to the customer and their designated users. During the term of the usage contract, the customer grants traide a simple right to store the data records in the Software for use by the customer and their users, to create data backups, to share them with subcontractors as necessary, and to make them available for retrieval. After the expiration of the usage contract, traide will delete the data records in the Software. The customer is obligated to back up the relevant data records before the end of the contract.
(4) When using the Software, the customer is solely responsible for the content verification of product classification and data processing, as well as compliance with all applicable regulations (e.g., prohibitions and restrictions, product safety, sanctions, embargoes).
Customer's Obligations
(1) The customer shall create the necessary usage prerequisites on their side, in particular, the system requirements, infrastructure, and the telecommunications connection between the customer and traide up to the transfer point.
(2) The customer must take the necessary precautions to prevent unauthorized use of the Services.
(3) The customer is also responsible for monitoring their personnel. They are obliged to require their personnel to comply with the provisions of the contract that apply to them.
(4) The customer shall ensure that users select secure passwords for access to ensure adequate access protection for the accounts.
(5) The customer must not bypass or disable security measures set up by traide or alter traide's content.
(6) The customer is responsible for making backups of their data before uploading it to the traide Software. To the extent that the Services allow this technically, the customer must regularly back up the data generated during the use of the Services by downloading it and creating their own backup copies.
(7) The customer may not use the Services for unlawful purposes.
(8) If the customer becomes aware of disruptions, they must promptly inform traide of any disruptions to the Services and, to the extent possible, assist traide in determining the cause of the disruption and its rectification.
Artificial Intelligence (AI) Services
(1) In certain areas of our services, we use artificial intelligence (AI), specifically models from OpenAI, to enable functionalities such as personalized recommendations, automated responses, and various types of analysis. These AI models are trained on a wide range of data and can recognize patterns and respond to them to provide high-quality services.
(2) Although OpenAI models are trained to process information in a secure and confidential manner, they cannot store or access personal data that you transmit while using our services.
(3) Despite careful development and implementation, AI systems can make mistakes. We do not assume liability for decisions made based on information provided by AI. It is your responsibility to assess the context and reliability of the information provided by AI.
(4) By using our services, you accept that we use AI models and agree to the associated conditions.
Term of the Contract
(1) The usage contract comes into effect, unless otherwise agreed in the offer, upon signing by both parties and has a term of one (1) year ("Contract Year").
(2) After the expiration of the first Contract Year, the contract is automatically extended for an additional year each time unless terminated by either party with four (4) weeks' notice to the end of the Contract Year.
(3) The right to terminate the usage contract for cause remains unaffected. In particular, a cause is considered to be the proven association of the client with individuals, companies, or organizations subject to state sanctions (e.g., counter-terrorism) or other trade restrictions (such as embargo, dual-use regulations, and other foreign trade regulations and controls).
(4) Upon termination of the usage contract, the customer is no longer entitled to use the Services or parts thereof.
Mention as a Reference Customer
(1) traide is entitled to name the customer as a reference customer in press releases or other marketing materials, as well as on traide's website. The customer can object to such naming in writing (email is sufficient).
(2) The information may also include the display of the customer's company logo. For this purpose, the customer grants traide a simple, non-transferable right to use the necessary name and trademark rights, unrestricted in terms of time and place.
Compensation
(1) For the provision of the Services, the customer pays a service fee in the amount agreed upon in the usage contract for the Volume-Based License per Contract Year.
(2) The service fee is also due if fewer than the agreed maximum number of data records according to the acquired Volume-Based License are used.
(3) The service fee is to be paid in advance for each Contract Year in accordance with Section 9(4).
(4) The respective service fee must be paid by the customer to traide's business account as specified in the invoice within 30 days after receipt of the respective invoice. All amounts are exclusive of applicable value-added tax.
Warranty for Defects, Liability
(1) traide ensures the functionality and operational readiness of the AI-based classification software and the Services in accordance with the provisions of this usage contract.
(2) traide is entitled to immediately block user accounts and access to the customer's Software if the customer - or individuals, companies, groups, organizations, or assets related to the customer in a provable manner - are mentioned on one of the so-called sanctions lists (official lists on which individuals, companies, groups, organizations, or assets subject to economic and/or legal restrictions are listed, e.g., UN, EU, World Bank, OFAC, etc.) during the course of the contractual relationship.
(3) traide's liability for damages, regardless of the legal grounds, in particular, due to impossibility, delay, defective or incorrect delivery, breach of contract, violation of duties in contract negotiations, and tort, is limited to the extent that culpability is relevant, in accordance with this Section 7.
(4) traide is not liable in the case of simple negligence by its organs, legal representatives, employees, or other agents, unless it involves a violation of essential contractual obligations. Essential contractual obligations include the obligation to provide the Services on time, their freedom from defects that more than insignificantly impair their functionality or suitability for use, and any advisory, protective, and custody obligations intended to enable the customer to use the Services as contractually intended or to protect the life or health of the customer's personnel or the customer's property from significant damage.
(5) To the extent that traide is liable for damages in accordance with Section 10(3), this liability is limited to damages that traide anticipated as a possible consequence of a breach of contract at the time of contract formation or that traide should have anticipated in the course of applying customary diligence. Indirect and consequential damages resulting from defects in the Services are also only compensable to the extent that such damages are typically expected in the normal use of the Services.
(6) The above liability exclusions and limitations apply to the same extent in favor of the organs, legal representatives, employees, and other agents of traide.
(7) traide is not liable in the case of force majeure. This applies in particular to non-compliance with the availability commitment in Section 10(1) of these GTC.
(8) traide is not liable for data loss to the extent that the damage is due to the customer's failure to make backups of the data before transmission and/or later, to the extent technically possible, to make data backups and thus ensure that lost data can be restored with reasonable effort.
(9) traide is not liable for damages resulting from disruptions in data lines caused by faulty data or errors in storage and/or processing in other data processing systems.
(10) traide is not liable for the accuracy and completeness of data and information transmitted by other data providers (e.g., Bundesanzeiger Verlag, data from other credit institutions).
(11) traide advises its customers to cover the risks associated with the above liability exclusions and limitations by taking out appropriate insurance policies to the extent possible.
Confidentiality
(1) The parties shall treat all confidential information that one party discloses to the other party under the contract or receives from the other party confidentially and use it exclusively for the purpose of providing the Services.
(2) The parties will protect confidential information from unauthorized access and treat it with the same care that they apply to their own confidential information, at least with the care of a prudent merchant.
(3) These confidentiality obligations do not apply to information that
the receiving party already knew before receiving it from the other party under the contract, or that the receiving party independently developed without recourse to the other party's confidential information, or that the receiving party obtained from a third party who is not bound by restrictions on the use and disclosure of such information, or that are or become generally known without any fault or action on the part of the receiving party, or that one party has exempted from confidentiality by written declaration to the other party.
Data Protection
(1) The parties will comply with the applicable data protection regulations. To the extent that the customer requests special processing by traide, the customer shall ensure that they are authorized to process personal data.
Final Provisions
(1) The contract and the agreements made under it are governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods. The exclusive place of jurisdiction is the registered office of traide.
(2) There are no verbal agreements to the contract. Changes or additions to the contract require written form to be effective. The same applies to the waiver of this written form requirement.
(3) If individual provisions of the contract are or become invalid or unenforceable, this shall not affect the validity of the remaining provisions of the contract. In place of the invalid or unenforceable provision, a provision shall apply that comes as close as possible to the economic purpose of the invalid or unenforceable provision. The same applies if the parties subsequently discover that the contract is incomplete.
As of April 2023
