§ 1 Subject matter
Arvato SE, Reinhard-Mohn-Straße 22, 33333 Gütersloh (hereinafter referred to as the "Platform Operator") offers its service providers (hereinafter referred to as the "Platform Users") the Vendor Management Tool (hereinafter referred to as the "Platform"). The platform is a digital service through which platform users can contact the platform operator, change their data on their own and conduct self-assessments. These General Terms and Conditions for the Use of the Platform (hereinafter referred to as "Terms of Use") govern the provision of the Platform on the one hand and the use of the Platform by Platform Operators and Platform Users on the other.
§ 2 Services of the Platform Operator
1. The platform is a digital platform for service providers of the Platform Operator. The Platform Operator may end the provision of the platform at any time without giving reasons.
2. The services of the Platform Operator and the functionalities of the Platform consist of, among other things:
a) Making the Platform available in the current version via the internet;
b) Provision of the possibility to use the platform after prior admission in accordance with § 3;
c) Creation of information and communication opportunities between Platform Operator and Platform Users (self-service (in particular upload and download function of documents such as contract documents or information), assessments, announcements of disruptions, meeting requests);
§ 3 Admission and access to the Platform
1. The prerequisite for the use of the Platform is the acceptance of these Terms of Use and the admission by the Platform Operator. There is no entitlement to admission to or use of the platform.
2. The Platform User is invited by the Platform Operator to use the Platform.
3. With confirmation of admission, the Platform Operator will inform the Platform Users by e-mail of a login option via which the Platform User may access the Platform.
4. The Platform User is responsible for ensuring that the information provided by them to the Platform Operator is true and complete. They are obliged to inform the Platform Operator without undue delay of any changes to the information provided.
5. The Platform Operator is entitled to withdraw a Platform User's admission or block access to the Platform if there is reasonable suspicion that they have violated these Terms of Use.
6. All logins are individualized and may only be used by the respective authorized Platform User. The Platform User is obliged to keep the login and password secret and to protect them from unauthorized access by third parties. In the event of suspicion of misuse by a third party, the Platform User shall inform the Platform Operator without undue delay. As soon as the Platform Operator becomes aware of the unauthorized use, it will block the access of the unauthorized Platform User.
§ 4 Obligations of Platform Users
1. The Platform User is obliged to comply with the legal provisions applicable to them in connection with this contractual relationship. This applies in particular to anti-corruption and money laundering laws as well as antitrust and pharmaceutical regulations.
2. Any information provided by the Platform User on the Platform must be truthful. This refers to master data as well as to assessments or questionnaires.
3. The Platform User guarantees to the Platform Operator and all other Platform Users that the data protection requirements are complied with regard to the data transmitted by them and indemnifies the Platform Operator from any claims, including those of a public law nature. In particular, the Platform User must inform the persons acting on the platform on their behalf (in particular employees) about the necessary data processing by the Platform Operator in accordance with the Platform Operator's Privacy Policy and obtain the necessary consent of these data subjects before their personal data is placed on the platform. The Privacy Policy of the Platform Operator may be found here.
4. In addition, the Platform Users is required to:
a) Establish and maintain necessary data backup arrangements. This essentially refers to the careful and conscientious handling of logins and passwords;
b) immediately notify the Platform Operator of any technical changes occurring in their scope if these are likely to impair the provision of services or the security of the Platform;
c) to cooperate in the investigation of attacks on the Platform by third parties, insofar as such cooperation by the Platform User is necessary;
5. The Platform User isobliged to refrain from any measures that endanger or disrupt the functioning of the Platform. Furthermore, the Platform User must ensure that their information and data transmitted via the Platform are not infected with viruses or other malware. The Platform User is obliged to compensate the Platform Operator for all damages resulting from the non-compliance with these obligations for which they are responsible and, in addition, to indemnify the Platform Operator against all claims of third parties, including lawyers' fees and court costs, which they assert against the Platform Operator due to the non-compliance with these obligations by the Platform User.
§ 5 Liability of the Platform Operator
The Platform Operator makes the Platform available free of charge. The Platform Operator shall be liable without limitation for damages based on an intentional or grossly negligent breach of duty by the Platform Operator, in particular for damages resulting from injury to life, limb or health. In all other respects, liability of the Platform Operator is excluded. The above limitation of liability also applies in favor of legal representatives and the vicarious agents of the Platform Operator.
§ 6 Data Processing and Confidentiality
1. In connection with the processing of personal data, please refer to the Privacy Policy of the Platform Operator (available at [LINK]).
2. The Platform Operator shall otherwise treat all data concerning the Platform User, which has been marked as confidential by the Platform User, as confidential and will only use it in accordance with these Terms of Use. The Platform Operator reserves the right to deviate from this if it is required to disclose data of the Platform User due to legal requirements or orders by public authorities.
3. The Platform Operator's servers are secured in accordance with the state of the art, in particular by firewalls; however, the Platform User is aware that there is a risk that transmitted data may be accessed during transmission. This applies not only to the exchange of information via e-mail from the system, but also to the integrated messaging system and all other data transmissions. The confidentiality of the data transmitted in the context of the use of the Platform cannot therefore be guaranteed.
§ 7 Intellectual property and granting of rights of use
1. Trademarks, logos, data, information, images, graphics and texts as well as other content of the Platform as well as the Platform itself are the intellectual property of the Platform Operator and enjoy copyright protection under the German Copyright Act (Urheberrechtsgesetz) and/or other laws for the protection of intellectual property, in particular the German Trademark Act (Markengesetz).
2. The Platform Operator grants the Platform User a simple, limited, at any time by the Platform Operator revokable, non-transferable and non-sublicensable right to use the Platform designated in these Terms of Use, its functions and contents as intended.
§ 8 Third-party content and third-party rights
1. The Platform User is prohibited from posting content on the Platform that violates legal regulations, orders by authorities or common decency. Furthermore, they are prohibited from posting content that violates the rights of third parties, in particular copyright, patent and/or trademark rights.
2. The Platform Operator does not adopt third-party content as its own under any circumstances.
3. The Platform User shall indemnify the Platform Operator against all claims asserted by third parties against the Platform Operator due to the violation of their rights or due to legal violations due to the offers and/or content posted by the Platform User, insofar as the Platform User is responsible for them. In this regard, the respective Platform User also assumes the costs of the legal defense of the platform operator, including all court and lawyers’ fees.
§ 9 Changes to these Terms of Use
The Platform Operator reserves the right to amend these Terms of Use from time to time. Changes to the Terms of Use will be communicated to the Platform User by email in reasonable advance before they come into force. In the event of a change to the Terms of Use, Platform Users have to object to them in writing towards the Platform Operator in case they do not agree to them. By using the Platform after the changes come into force, the respective Platform User declares their consent. If the Platform User does not agree to the changes to the Terms of Use, they will no longer be able to use the Platform and shall close their account before the changes come into effect. The use of the Platform is governed by the current version of the Terms of Use.
§ 10 Termination of the Terms of Use
1. The Platform User is entitled to terminate the Terms of Use at any time without giving reasons by requesting the deletion of the User Account via the Platform Operator's customer service. The Platform Operator will delete the User Account unless there are reasons to the contrary and will provide the Platform User with a corresponding confirmation. The Platform Operator is entitled to verify the identity of the Platform User (in particular by sending an e-mail to be confirmed) in order to protect the Platform User against unauthorized deletion by third parties.
2. Each party has the right to terminate the Terms of Use for good cause. An important reason for the platform operator is in particular:
1. a Platform User's breach of the provisions of these Terms of Use;
2. the tortious act of a platform user or the attempt to do so, in particular fraud;
d. Ongoing operational disruptions as a result of force majeure beyond the control of the Platform Operator, such as natural disasters, fire and a collapse of pipeline networks through no fault of their own.
§ 11 Final provisions
1. The law of the Federal Republic of Germany apply. Application of the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded. The exclusive place of jurisdiction for all disputes is Guetersloh, Germany.
2. If individual provisions of these Terms of Use are invalid or these Terms of Use contain gaps, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by the parties by mutual agreement with such a provision that comes closest to the economic purpose of the invalid provision in a legally effective manner. The above regulation applies mutatis mutandis in the event of regulatory gaps.
3. These Terms of Use conclusively contain the terms and conditions applicable between the Platform Operator and the Platform User for the services offered by the Platform Operator. Changes and additions to these Terms of Use must be made in text form.
4. A partial or complete transfer of the rights of the Platform Users under this User Agreement with the Platform Operator to third parties is excluded.
5. A waiver of enforcement of an individual breach of these Terms of Use shall not be deemed a waiver of an enforcement of any breach of these Terms of Use or of any other provision made at a later point in time.