General terms and conditions
General Terms and Conditions (GTC) for the Software-as-a-Service services of RISE Technologies GmbH
General terms and conditions
General Terms and Conditions (GTC) for the Software-as-a-Service services of RISE Technologies GmbH
Subject of the contract
RISE Technologies GmbH, Sophienstraße 1, 51149 Cologne, Germany (hereinafter referred to as “RISE”) offers an app- and browser-based software solution to make the cooperation between technical field staff as well as operators of machinery and equipment and the helpdesk easier and more efficient, in particular to support field staff as well as operators of machinery and equipment (hereinafter referred to as “RISE Solution”).
The scope of the services owed by RISE in detail results from these General Terms and Conditions, the offer including the service description, as well as any additional written agreements between RISE and the client. Deviating or conflicting General Terms and Conditions of the client shall not become part of the contract concluded between RISE and the client even if RISE does not expressly object to them.
The use of the RISE solution is basically carried out by the client or by clients or partners of the client who use the RISE solution for the purposes of this contract or the contract concluded with the client. In individual cases, RISE and the client may agree on additional services to be provided by RISE.
Should the Client enable its customers or partners to use the RISE Solution, it shall oblige them to use the RISE Solution exclusively in accordance with these General Terms and Conditions. The client shall not grant his clients and partners any rights beyond those he himself receives under these General Terms and Conditions.
The client receives access to the RISE solution as well as download links to connected apps.
RISE uses a firewall in order to prevent or stop unauthorised access to the client’s data and the transmission of harmful data, in particular viruses, as far as this is possible with reasonable economic and technical effort. However, the customer is aware that complete protection against damaging data and unauthorised access to the customer’s data is not possible. If a threat cannot be eliminated in a technically and economically reasonable and promising manner by other means, RISE shall be entitled to delete the customer’s data with damaging content. RISE shall inform the client of this without delay.
Subject of the contract
RISE Technologies GmbH, Zugasse 23, 50678 Cologne, Germany (hereinafter referred to as “RISE”) offers an app- and browser-based software solution to make the cooperation between technical field staff as well as operators of machinery and equipment and the helpdesk easier and more efficient, in particular to support field staff as well as operators of machinery and equipment (hereinafter referred to as “RISE Solution”).
The scope of the services owed by RISE in detail results from these General Terms and Conditions, the offer including the service description, as well as any additional written agreements between RISE and the client. Deviating or conflicting General Terms and Conditions of the client shall not become part of the contract concluded between RISE and the client even if RISE does not expressly object to them.
The use of the RISE solution is basically carried out by the client or by clients or partners of the client who use the RISE solution for the purposes of this contract or the contract concluded with the client. In individual cases, RISE and the client may agree on additional services to be provided by RISE.
Should the Client enable its customers or partners to use the RISE Solution, it shall oblige them to use the RISE Solution exclusively in accordance with these General Terms and Conditions. The client shall not grant his clients and partners any rights beyond those he himself receives under these General Terms and Conditions.
The client receives access to the RISE solution as well as download links to connected apps.
RISE uses a firewall in order to prevent or stop unauthorised access to the client’s data and the transmission of harmful data, in particular viruses, as far as this is possible with reasonable economic and technical effort. However, the customer is aware that complete protection against damaging data and unauthorised access to the customer’s data is not possible. If a threat cannot be eliminated in a technically and economically reasonable and promising manner by other means, RISE shall be entitled to delete the customer’s data with damaging content. RISE shall inform the client of this without delay.
Use of the RISE solution by the customer himself ("SaaS")
RISE shall make the RISE solution available to the client for use on the Internet for the term of the contract. The source code of the RISE solution is not subject of this contract.
RISE shall provide the client with the technical possibility and authorisation to access the RISE solution, which is hosted on a central server at RISE or a hosting partner of RISE within Germany, via the internet and to use the functionalities of the RISE solution within the scope of the contract. The connection of the client to the internet, the maintenance of the network connection as well as the procurement and provision of the hardware and software required on the part of the client is not subject of this contract.
The RISE solution is available for use 24 hours a day and 365 days a year (“system runtime”). RISE guarantees an availability of the solution of 98.5% on an annual average (hereinafter “SLA”). If maintenance work is required and the RISE solution is therefore not available, RISE shall inform the client of this in good time if possible. Downtimes of the RISE solution due to maintenance work shall not be counted towards the SLAs. RISE shall not be responsible for internet/network-related downtimes and in particular not for downtimes during which the hardware and software cannot be accessed via the internet due to technical or other problems beyond the control of RISE (e.g. force majeure, fault of third parties, etc.).
RISE grants the client the non-exclusive (simple), non-transferable, non-sublicensable (with the exception of affiliated companies, clients and partners who must use the RISE solution for the purposes of a contract concluded with the client) right to use the functions of the RISE solution against payment from the time the solution is made available for the term of this contract. The RISE solution shall not be transferred to the client. If RISE provides new versions, updates or upgrades of the RISE solution during the term of the contract, the aforementioned right of use shall apply to these in the same way. However, RISE shall not be obliged to provide new versions, upgrades or updates unless this is absolutely necessary to remedy defects. Beyond the purposes of the contract, the customer shall not be entitled to use, reproduce, download or make available to third parties (with the exception of affiliated companies) the RISE solution or any data other than his own. This does not apply insofar as the downloading of a client is necessary for the use of the RISE solution for the purposes of the contract.
If the contractual use of the RISE solution is impaired by third party property rights through no fault of RISE, RISE shall be entitled to refuse the services affected thereby. RISE shall inform the customer immediately and allow him access to his data in a suitable manner. In this case, the client shall not be obliged to pay. Other claims or rights of the client shall remain unaffected.
Insofar as the client transmits data – in whatever form – to RISE, the client shall make backup copies of this data on his own data carriers prior to transmission. RISE shall back up its servers regularly and protect them against unauthorised access with reasonable technical and economic effort. In the event of a loss of data occurring nevertheless, the CLIENT shall transfer the data concerned to RISE’s server again free of charge.
RISE shall assume the maintenance of the RISE solution, in particular the diagnosis and elimination of defects within a reasonable period of time. However, improvements and further developments of the RISE solution shall be made on a voluntary basis and shall not be part of the contract. If RISE develops such improvements and further developments, the parties may agree on the conditions of provision.
Use of the RISE solution by the customer himself ("SaaS")
RISE shall make the RISE solution available to the client for use on the Internet for the term of the contract. The source code of the RISE solution is not subject of this contract.
RISE shall provide the client with the technical possibility and authorisation to access the RISE solution, which is hosted on a central server at RISE or a hosting partner of RISE within Germany, via the internet and to use the functionalities of the RISE solution within the scope of the contract. The connection of the client to the internet, the maintenance of the network connection as well as the procurement and provision of the hardware and software required on the part of the client is not subject of this contract.
The RISE solution is available for use 24 hours a day and 365 days a year (“system runtime”). RISE guarantees an availability of the solution of 98.5% on an annual average (hereinafter “SLA”). If maintenance work is required and the RISE solution is therefore not available, RISE shall inform the client of this in good time if possible. Downtimes of the RISE solution due to maintenance work shall not be counted towards the SLAs. RISE shall not be responsible for internet/network-related downtimes and in particular not for downtimes during which the hardware and software cannot be accessed via the internet due to technical or other problems beyond the control of RISE (e.g. force majeure, fault of third parties, etc.).
RISE grants the client the non-exclusive (simple), non-transferable, non-sublicensable (with the exception of affiliated companies, clients and partners who must use the RISE solution for the purposes of a contract concluded with the client) right to use the functions of the RISE solution against payment from the time the solution is made available for the term of this contract. The RISE solution shall not be transferred to the client. If RISE provides new versions, updates or upgrades of the RISE solution during the term of the contract, the aforementioned right of use shall apply to these in the same way. However, RISE shall not be obliged to provide new versions, upgrades or updates unless this is absolutely necessary to remedy defects. Beyond the purposes of the contract, the customer shall not be entitled to use, reproduce, download or make available to third parties (with the exception of affiliated companies) the RISE solution or any data other than his own. This does not apply insofar as the downloading of a client is necessary for the use of the RISE solution for the purposes of the contract.
If the contractual use of the RISE solution is impaired by third party property rights through no fault of RISE, RISE shall be entitled to refuse the services affected thereby. RISE shall inform the customer immediately and allow him access to his data in a suitable manner. In this case, the client shall not be obliged to pay. Other claims or rights of the client shall remain unaffected.
Insofar as the client transmits data – in whatever form – to RISE, the client shall make backup copies of this data on his own data carriers prior to transmission. RISE shall back up its servers regularly and protect them against unauthorised access with reasonable technical and economic effort. In the event of a loss of data occurring nevertheless, the CLIENT shall transfer the data concerned to RISE’s server again free of charge.
RISE shall assume the maintenance of the RISE solution, in particular the diagnosis and elimination of defects within a reasonable period of time. However, improvements and further developments of the RISE solution shall be made on a voluntary basis and shall not be part of the contract. If RISE develops such improvements and further developments, the parties may agree on the conditions of provision.
Rights and obligations of the client
The use of the RISE solution requires the activation of the client by RISE.
The customer is responsible for maintaining the confidentiality of his password and the password of his employees (and, if applicable, customers and partners). He shall keep these passwords for access secret, shall not pass them on, shall not tolerate or enable third parties to gain knowledge of them and shall take the necessary measures to ensure confidentiality. In the event of misuse or loss of these details or a corresponding suspicion, the client shall notify RISE of this by e-mail at the e-mail address support@rise.tech and change the password himself/herself using the “Forgotten password” function.
The client may use the RISE solution for the contractually agreed purposes stated in the description of the RISE solution. RISE does not transfer the source code to the client.
When using the RISE solution and the contractual service, the customer shall observe all applicable laws and other legal provisions of the Federal Republic of Germany. In particular, the customer is prohibited from using data or content on or in connection with the RISE solution that violates legal provisions, especially those that infringe third-party property rights or copyrights or other rights of third parties. The customer is responsible for the data and content provided by him. RISE does not check the contents for correctness, freedom from viruses or technical processability. The client shall check that they are free of viruses and technically processable before making them available.
The client shall back up the data transmitted to RISE and entered in the RISE solution on a regular basis and in accordance with the requirements and shall create his own back-up copies in order to ensure the reconstruction of the data and information in the event of loss.
Apart from that, the client shall be obliged to perform all relevant cooperation services immediately and free of charge, in particular if RISE requests him to do so and the necessary measures do not exceed a reasonable effort.
The client shall immediately notify RISE of any defects in the contractual services. In doing so, he shall specify how and under which circumstances the error or defect occurs and actively support RISE in troubleshooting to a reasonable extent.
If the client breaches an obligation arising from the contract, RISE may demand compensation for the resulting damage. This shall not apply if the customer is not responsible for the breach of duty. This shall apply in particular to claims asserted by third parties against RISE in connection with the exercise of the contractual rights due to violations of competition and copyright law as well as due to violations of regulations for the protection of minors and data protection regulations. If the client does not compensate RISE for the damage, the client shall be in default even without setting a deadline by RISE. The client shall inform RISE immediately of any impairments of the contractual rights that become known to him. RISE shall be entitled to take appropriate measures itself to defend itself against claims of third parties or to pursue its rights. The compensation for damages also includes the reimbursement of the costs which RISE incurs or has incurred due to a legal prosecution/defence.
Rights and obligations of the client
The use of the RISE solution requires the activation of the client by RISE.
The customer is responsible for maintaining the confidentiality of his password and the password of his employees (and, if applicable, customers and partners). He shall keep these passwords for access secret, shall not pass them on, shall not tolerate or enable third parties to gain knowledge of them and shall take the necessary measures to ensure confidentiality. In the event of misuse or loss of these details or a corresponding suspicion, the client shall notify RISE of this by e-mail at the e-mail address support@rise-rs.de and change the password himself/herself using the “Forgotten password” function.
The client may use the RISE solution for the contractually agreed purposes stated in the description of the RISE solution. RISE does not transfer the source code to the client.
When using the RISE solution and the contractual service, the customer shall observe all applicable laws and other legal provisions of the Federal Republic of Germany. In particular, the customer is prohibited from using data or content on or in connection with the RISE solution that violates legal provisions, especially those that infringe third-party property rights or copyrights or other rights of third parties. The customer is responsible for the data and content provided by him. RISE does not check the contents for correctness, freedom from viruses or technical processability. The client shall check that they are free of viruses and technically processable before making them available.
The client shall back up the data transmitted to RISE and entered in the RISE solution on a regular basis and in accordance with the requirements and shall create his own back-up copies in order to ensure the reconstruction of the data and information in the event of loss.
Apart from that, the client shall be obliged to perform all relevant cooperation services immediately and free of charge, in particular if RISE requests him to do so and the necessary measures do not exceed a reasonable effort.
The client shall immediately notify RISE of any defects in the contractual services. In doing so, he shall specify how and under which circumstances the error or defect occurs and actively support RISE in troubleshooting to a reasonable extent.
If the client breaches an obligation arising from the contract, RISE may demand compensation for the resulting damage. This shall not apply if the customer is not responsible for the breach of duty. This shall apply in particular to claims asserted by third parties against RISE in connection with the exercise of the contractual rights due to violations of competition and copyright law as well as due to violations of regulations for the protection of minors and data protection regulations. If the client does not compensate RISE for the damage, the client shall be in default even without setting a deadline by RISE. The client shall inform RISE immediately of any impairments of the contractual rights that become known to him. RISE shall be entitled to take appropriate measures itself to defend itself against claims of third parties or to pursue its rights. The compensation for damages also includes the reimbursement of the costs which RISE incurs or has incurred due to a legal prosecution/defence.
Remuneration and settlement
The client shall pay a remuneration for the use of the RISE solution in accordance with the offer valid at the time of the conclusion of the contract or the RISE price list valid at the time of the conclusion of the contract.
Unless otherwise specified in the offer, the remuneration for the respective month shall be due in advance on the 1st working day of each month. The term of payment shall be 10 working days after receipt of the invoice. Unless otherwise stipulated in the offer, invoices shall be paid monthly by bank transfer to the account of RISE. All stated remunerations and prices are exclusive of the statutory value added tax applicable at the time.
The customer may only set off or assert a right of retention against legally established or undisputed claims. The client may only assign claims from this contract to third parties with the written consent of RISE.
Remuneration and settlement
The client shall pay a remuneration for the use of the RISE solution in accordance with the offer valid at the time of the conclusion of the contract or the RISE price list valid at the time of the conclusion of the contract.
Unless otherwise specified in the offer, the remuneration for the respective month shall be due in advance on the 1st working day of each month. The term of payment shall be 10 working days after receipt of the invoice. Unless otherwise stipulated in the offer, invoices shall be paid monthly by bank transfer to the account of RISE. All stated remunerations and prices are exclusive of the statutory value added tax applicable at the time.
The customer may only set off or assert a right of retention against legally established or undisputed claims. The client may only assign claims from this contract to third parties with the written consent of RISE.
Delay
If the client is in default with the payment of the remuneration for two consecutive months or with an amount corresponding to a remuneration to be paid for three months, RISE shall be entitled to block the access to the RISE solution, to terminate the contract without notice and to claim liquidated damages immediately due in one sum in the amount of one quarter of the remaining monthly fee until the expiry of the regular contract term.
The lump sum amount of damages shall be set higher or lower if RISE proves a higher damage or the customer proves a lower damage. RISE reserves the right to assert further claims due to default of payment.
Delay
If the client is in default with the payment of the remuneration for two consecutive months or with an amount corresponding to a remuneration to be paid for three months, RISE shall be entitled to block the access to the RISE solution, to terminate the contract without notice and to claim liquidated damages immediately due in one sum in the amount of one quarter of the remaining monthly fee until the expiry of the regular contract term.
The lump sum amount of damages shall be set higher or lower if RISE proves a higher damage or the customer proves a lower damage. RISE reserves the right to assert further claims due to default of payment.
Guarantee
RISE shall be liable for defects in the contractual services exclusively in accordance with the points listed here, insofar as the impairments are not based on restrictions in availability (SLA).
A defect shall be deemed to exist if the suitability of the RISE solution for the contractual use is nullified or not insignificantly reduced. If the suitability for the contractual use is completely cancelled, the client shall be released from the payment of the remuneration until the defect has been remedied. In the event of partial unsuitability, the remuneration shall be reduced to an appropriate level for the period until the defect is remedied.
The client shall immediately inform RISE of any defects that have occurred in writing or by e-mail.
The customer shall support RISE in the elimination of the defects to a reasonable extent free of charge and in particular provide all necessary documents, data etc. which RISE requires for the analysis and elimination of the defects.
The client shall not be entitled to claim damages due to a defect in the RISE solution existing at the time of the conclusion of the contract or occurring later due to a circumstance for which RISE is not responsible.
Further claims and rights of the client other than those expressly mentioned here due to defects in the contractual services do not exist, unless RISE is liable to a greater extent due to mandatory statutory regulations. § Section 536 a BGB shall not apply.
Guarantee
RISE shall be liable for defects in the contractual services exclusively in accordance with the points listed here, insofar as the impairments are not based on restrictions in availability (SLA).
A defect shall be deemed to exist if the suitability of the RISE solution for the contractual use is nullified or not insignificantly reduced. If the suitability for the contractual use is completely cancelled, the client shall be released from the payment of the remuneration until the defect has been remedied. In the event of partial unsuitability, the remuneration shall be reduced to an appropriate level for the period until the defect is remedied.
The client shall immediately inform RISE of any defects that have occurred in writing or by e-mail.
The customer shall support RISE in the elimination of the defects to a reasonable extent free of charge and in particular provide all necessary documents, data etc. which RISE requires for the analysis and elimination of the defects.
The client shall not be entitled to claim damages due to a defect in the RISE solution existing at the time of the conclusion of the contract or occurring later due to a circumstance for which RISE is not responsible.
Further claims and rights of the client other than those expressly mentioned here due to defects in the contractual services do not exist, unless RISE is liable to a greater extent due to mandatory statutory regulations. § Section 536 a BGB shall not apply.
Liability
Claims of the parties for damages are excluded. Excluded from this are culpably caused claims for damages by the parties arising from injury to life, limb or health or from the breach of essential contractual obligations (cardinal obligations) as well as liability for other damages based on an intentional or grossly negligent breach of duty by the respective other party, its legal representatives or vicarious agents. Cardinal obligations within the meaning of these General Terms and Conditions are those obligations which make the proper performance of the contract and the achievement of its purpose possible in the first place and on whose compliance the parties may therefore regularly rely.
In the event of a breach of material contractual obligations, the parties shall only be liable for the foreseeable damage typical for the contract if such damage was caused by simple negligence, unless the damage claims are based on injury to life, body or health.
There shall be no further liability on the part of the parties. In particular, there shall be no liability for initial defects unless the aforementioned prerequisites are met. The limitations of the aforementioned prerequisites shall also apply in favour of the legal representatives and vicarious agents of the parties if claims are asserted directly against them.
Insofar as liability for damages not based on injury to life, body or health is not excluded for slight negligence, such claims shall become statute-barred within one year beginning with the accrual of the claim.
Liability
Claims of the parties for damages are excluded. Excluded from this are culpably caused claims for damages by the parties arising from injury to life, limb or health or from the breach of essential contractual obligations (cardinal obligations) as well as liability for other damages based on an intentional or grossly negligent breach of duty by the respective other party, its legal representatives or vicarious agents. Cardinal obligations within the meaning of these General Terms and Conditions are those obligations which make the proper performance of the contract and the achievement of its purpose possible in the first place and on whose compliance the parties may therefore regularly rely.
In the event of a breach of material contractual obligations, the parties shall only be liable for the foreseeable damage typical for the contract if such damage was caused by simple negligence, unless the damage claims are based on injury to life, body or health.
There shall be no further liability on the part of the parties. In particular, there shall be no liability for initial defects unless the aforementioned prerequisites are met. The limitations of the aforementioned prerequisites shall also apply in favour of the legal representatives and vicarious agents of the parties if claims are asserted directly against them.
Insofar as liability for damages not based on injury to life, body or health is not excluded for slight negligence, such claims shall become statute-barred within one year beginning with the accrual of the claim.
Changes in performance
RISE may change the service at any time in a manner that is reasonable for the client. The change is reasonable in particular if it becomes necessary for an important reason, such as disruption of the service provision by subcontractors, and the performance features of the RISE solution continue to be essentially fulfilled. RISE shall notify the client of the change in writing or by e-mail at least four weeks before it comes into effect.
Changes in performance
RISE may change the service at any time in a manner that is reasonable for the client. The change is reasonable in particular if it becomes necessary for an important reason, such as disruption of the service provision by subcontractors, and the performance features of the RISE solution continue to be essentially fulfilled. RISE shall notify the client of the change in writing or by e-mail at least four weeks before it comes into effect.
Term and termination
This contract comes into force on the date stated in the offer. It is concluded for a fixed term of 12 months, unless otherwise specified in the offer.
Both parties may terminate the contract with a notice period of two (2) weeks to the end of the contract term. If the contract is not terminated by either party in due time, the contract shall be extended by the contract term specified in the offer.
Furthermore, the contract may be terminated in writing by either party without notice for good cause. An important reason entitling RISE to terminate the contract is in particular if the customer violates RISE’s rights of use by using the RISE solution beyond the extent permitted under this contract and does not remedy the violation within a reasonable period of time after a warning by RISE. An important reason for termination exists for the customer, for example, if RISE is no longer able to provide its contractual services or to provide them to a significant extent and if RISE violates a main service obligation of this contract.
Notice of termination must be given in writing. Cancellation by e-mail complies with the written form. In the event of termination, RISE will deactivate access. The client must give up the use of the solution.
Term and termination
This contract comes into force on the date stated in the offer. It is concluded for a fixed term of 12 months, unless otherwise specified in the offer.
Both parties may terminate the contract with a notice period of two (2) weeks to the end of the contract term. If the contract is not terminated by either party in due time, the contract shall be extended by the contract term specified in the offer.
Furthermore, the contract may be terminated in writing by either party without notice for good cause. An important reason entitling RISE to terminate the contract is in particular if the customer violates RISE’s rights of use by using the RISE solution beyond the extent permitted under this contract and does not remedy the violation within a reasonable period of time after a warning by RISE. An important reason for termination exists for the customer, for example, if RISE is no longer able to provide its contractual services or to provide them to a significant extent and if RISE violates a main service obligation of this contract.
Notice of termination must be given in writing. Cancellation by e-mail complies with the written form. In the event of termination, RISE will deactivate access. The client must give up the use of the solution.
Secrecy and confidentiality
During and after the term of the contract, the parties undertake to keep secret and secure against access any documents, information and data which have come to their knowledge as a result of the cooperation (“confidential information”). This also applies to this contract itself.
Confidential information means, in particular, all information and data, including trade secrets, commercial and technical information and data, disclosed between RISE and the Client in connection with the purpose of this Agreement, whether in writing, orally, on paper, tape, diskette, CD-Rom, DVD or by any other medium or in any other form (including such information disclosed in visualised or oral form).
Both parties shall also impose the confidentiality obligations they have entered into on all persons and/or companies who are entrusted with services under this contract by the parties or receive information from this contract.
Only those documents, information and data are excluded from this confidentiality agreement which have become public knowledge, i.e. which are publicly accessible, which were already demonstrably known to the parties in advance, or
which were independently and autonomously developed by one of the parties without having known or used similar information of the other party, or
disclosed by an authorised third party, or
which is required to be disclosed by law or by acts of public authorities, or
disclosed to persons who are professionally bound to secrecy.
The confidentiality obligations of the parties shall continue to exist after termination of the contractual work as long as the confidential information has not become public knowledge. The receiving party bears the burden of proof for this circumstance.
In the event of a breach of the obligations laid down, the disclosing party shall be entitled to immediately terminate any kind of disclosure of confidential information and to claim all damages caused by the breach of duty, whether directly or indirectly, against the contracting party.
The Receiving Party shall indemnify the Disclosing Party against any claims for damages or costs (including court fees and reasonable attorneys’ fees) arising from any breach of this Non-Disclosure Agreement. This obligation shall also extend to any breach of this Non-Disclosure Agreement by the Receiving Party’s or its affiliates’ employees or officers pursuant to Section 15 AktG.
The parties undertake, within 10 days of the written request of the disclosing party or upon termination of this Agreement or the termination of the projects on which this Agreement is based, to return the Confidential Information and all copies made thereof, to the extent that they have not been destroyed, to delete them from hard drives or other electronically readable storage media and to destroy all other materials and documents obtained in connection with the Confidential Information.
Irrespective of this provision, the respective other party shall be obliged, at the request of the disclosing party, to affirm in writing to the disclosing party that all material containing confidential information has been returned or destroyed. At the request of the disclosing party, the other party shall be required to make an affidavit to that effect.
Secrecy and confidentiality
During and after the term of the contract, the parties undertake to keep secret and secure against access any documents, information and data which have come to their knowledge as a result of the cooperation (“confidential information”). This also applies to this contract itself.
Confidential information means, in particular, all information and data, including trade secrets, commercial and technical information and data, disclosed between RISE and the Client in connection with the purpose of this Agreement, whether in writing, orally, on paper, tape, diskette, CD-Rom, DVD or by any other medium or in any other form (including such information disclosed in visualised or oral form).
Both parties shall also impose the confidentiality obligations they have entered into on all persons and/or companies who are entrusted with services under this contract by the parties or receive information from this contract.
Only those documents, information and data are excluded from this confidentiality agreement which have become public knowledge, i.e. which are publicly accessible, which were already demonstrably known to the parties in advance, or
which were independently and autonomously developed by one of the parties without having known or used similar information of the other party, or
disclosed by an authorised third party, or
which is required to be disclosed by law or by acts of public authorities, or
disclosed to persons who are professionally bound to secrecy.
The confidentiality obligations of the parties shall continue to exist after termination of the contractual work as long as the confidential information has not become public knowledge. The receiving party bears the burden of proof for this circumstance.
In the event of a breach of the obligations laid down, the disclosing party shall be entitled to immediately terminate any kind of disclosure of confidential information and to claim all damages caused by the breach of duty, whether directly or indirectly, against the contracting party.
The Receiving Party shall indemnify the Disclosing Party against any claims for damages or costs (including court fees and reasonable attorneys’ fees) arising from any breach of this Non-Disclosure Agreement. This obligation shall also extend to any breach of this Non-Disclosure Agreement by the Receiving Party’s or its affiliates’ employees or officers pursuant to Section 15 AktG.
The parties undertake, within 10 days of the written request of the disclosing party or upon termination of this Agreement or the termination of the projects on which this Agreement is based, to return the Confidential Information and all copies made thereof, to the extent that they have not been destroyed, to delete them from hard drives or other electronically readable storage media and to destroy all other materials and documents obtained in connection with the Confidential Information.
Irrespective of this provision, the respective other party shall be obliged, at the request of the disclosing party, to affirm in writing to the disclosing party that all material containing confidential information has been returned or destroyed. At the request of the disclosing party, the other party shall be required to make an affidavit to that effect.
Logo and granting of rights
Unless the client expressly objects, RISE is entitled to name the client as a reference on its website (https://rise.tech/) and in all marketing channels. For this purpose, the client grants RISE the following rights to its logo.
Unless the client explicitly objects to the use, the client grants RISE the non-exclusive (simple), spatially and temporally unlimited right to use the client’s logo on the RISE website (https://rise-rs.de/) and its marketing channels for the duration of this contract. The client shall provide RISE with the logo for this purpose no later than one (1) month after conclusion of the contract.
The client grants RISE the non-exclusive (simple), spatially and temporally unlimited right to statistically evaluate the data stored in connection with a use of the RISE solution, such as type and manner of use, use of certain functions and graphics, etc., and to use this evaluation without naming the client and this data for other statistical and advertising purposes. These rights shall continue to exist after termination of the contract.
Logo and granting of rights
Unless the client expressly objects, RISE is entitled to name the client as a reference on its website (https://rise-rs.de/) and in all marketing channels. For this purpose, the client grants RISE the following rights to its logo.
Unless the client explicitly objects to the use, the client grants RISE the non-exclusive (simple), spatially and temporally unlimited right to use the client’s logo on the RISE website (https://rise-rs.de/) and its marketing channels for the duration of this contract. The client shall provide RISE with the logo for this purpose no later than one (1) month after conclusion of the contract.
The client grants RISE the non-exclusive (simple), spatially and temporally unlimited right to statistically evaluate the data stored in connection with a use of the RISE solution, such as type and manner of use, use of certain functions and graphics, etc., and to use this evaluation without naming the client and this data for other statistical and advertising purposes. These rights shall continue to exist after termination of the contract.
Others
The law of the Federal Republic of Germany shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods. In the event of legal disputes, Cologne is agreed as the place of jurisdiction.
Should individual provisions of the contract be or become invalid and/or contradict the statutory provisions, this shall not affect the validity of the rest of the contract. The ineffective provision shall be replaced by the contracting parties by mutual agreement with a provision that comes as close as possible to the economic purpose of the ineffective provision in a legally effective manner. The above provision shall apply mutatis mutandis in the event of loopholes.
Others
The law of the Federal Republic of Germany shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods. In the event of legal disputes, Cologne is agreed as the place of jurisdiction.
Should individual provisions of the contract be or become invalid and/or contradict the statutory provisions, this shall not affect the validity of the rest of the contract. The ineffective provision shall be replaced by the contracting parties by mutual agreement with a provision that comes as close as possible to the economic purpose of the ineffective provision in a legally effective manner. The above provision shall apply mutatis mutandis in the event of loopholes.
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