General-Terms-and-Conditions
General Terms & Conditions for Service and Business of Global Textile Scheme GmbH, Duesseldorf, Germany
§ 1 Scope of application
§ 2 Contract deliverable
(1) The contract deliverable is provision of the Services by the Provider as per the proposal. Insofar as the GTS-Language and GTS-L-Catalogue are to be used independently of the Software, the exclusively Software-specific provisions of these General Terms & Conditions shall not apply. In all events, the rights of use set out in Clause 7 shall apply with regard to the GTS-Language and the GTS-L-Catalogue.
(2) Establishment and maintenance of the data connection between the transfer point specified in Clause 3 (3) and the Client’s IT systems are not part of the Service.
(3) The source code of the Software is also not a deliverable. The files of the GTS-Language and the GTS-L-Catalogue may be downloaded and used subject to the restrictions of use set out in Clause 7.
§ 3 Use of the Services
(1) The Services are made available to the Client for use in return for payment for the duration of this Agreement. In the course of the Agreement, the Provider may optionally provide enhanced or newly created deliverable components in return for payment of an additional charge. Enhanced or new deliverable components also fall within the scope of these terms and conditions when ordered by the Client.
(2) The Services are accessible by the Client over the Internet using the current version of a commonly used browser.
(3) The handover point for the Services is the router output at the data centre.
(4) The Provider shall continue to develop and improve the Services during the term of the Agreement and, to the extent necessary, also adapt them to technical changes of relevance to the market (e.g. new versions of browsers and operating systems). However, the Client shall have no entitlement to specific improvements or enhancements. Should the Client require adjustments due to new or changed requirements, the Provider may potentially offer these to the Client as chargeable extras under a separate agreement.
(5) The Provider shall be entitled to use open source components to the extent that they do not conflict with the Client’s ordinary use of the Services under these terms and conditions.
(6) The Provider may avail itself of the assistance of freelancers and subcontractors to provide the Services due.
(7) The Services shall be made available in the German language. The Provider may optionally offer additional languages for use of the Services, but shall not be obliged to do so.
(8) Onboarding shall be conducted by arrangement on the basis of an onboarding introduction document explaining important questions and general frameworks, and containing API descriptions.
For initial queries and an introductory talk by the admin or by the Client’s power users, 4 hours (0.5 of a day) of general introduction and answering questions shall be included in the usage fees.
Additional expenses, for example for further explanations or more detailed organisational or technical clarification, shall be charged by the Provider at a separate daily rate of € 1,280 plus travel expenses, where applicable, and plus applicable statutory VAT. The company Pranke GmbH is used by the Provider for technical questions.
§ 4 Provision of computing power and storage space
(1) The Client shall be provided with the necessary storage space for uploading and storing its data. The Provider shall ensure that the stored data can be accessed via the Internet.
(2) The Provider shall be obliged to take appropriate precautions against loss of data and to prevent unauthorised third-party access to the Client’s data. To this end, the Provider shall take security precautions customary in the market to an appropriate extent.
(3) The Provider shall back up the Client’s data by way of daily backups on a redundant backup system. The backups shall be created on an incremental basis and retained for a period of 14 days. Once the retention period has expired, the oldest backup shall be deleted each day.
(4) Should a failing on the part of the Client make it necessary to import a backup, the Client shall reimburse the Provider for time and expenses so incurred.
§ 5 Support
The Provider shall accept Client enquiries by e-mail regarding operation of the Software on weekdays (Mon-Fri) between 9 a.m. and 5 p.m. CET (unless otherwise agreed in the proposal) and shall answer them promptly wherever possible.
Extended support, e.g. via hotline, may be booked by the Client as an additional extra under a separate agreement.
Public holidays and the period from 23 December to 6 January shall not count as support periods.
§ 6 Access points
Upon registration, the Client undertakes to submit an extract from the commercial register and international VAT ID details at the Provider’s request.
The Provider shall give the Client an administration access point plus an initial password for the Software. This should be changed by the Client without delay. The Client may create any number of user profiles under its administration access point. it must store them carefully and securely and prevent access by unauthorised third parties.
If the Client becomes aware of access by unauthorised third parties, the Client shall be bound to notify the Provider immediately thereof.
In the first instance, an admin password shall be assigned which can be viewed by the GTS-Cat administrators.
§ 7 Rights of use
(1) The Client shall be given the simple, non-transferable right, limited in time to the term of this Agreement, to use the Services as intended. The intended use shall comprise use of the Software over the Internet and use of the GTS-Language and GTS-L-Catalogue including codes, features and feature values contained therein.
The GTS-Language and the GTS-L-Catalogue may be downloaded and used as intended for own-use purposes only. Use of the GTS-Language and GTS-L-Catalogue shall continue to be possible free of charge following termination of the Agreement, however the Client shall not be entitled to receive more recent versions of GTS-Language and GTS-L-Catalogue.
(2) The Client shall not be entitled to use the Services beyond the use permitted in accordance with these terms and conditions or to suffer them to be used by third parties or to make them accessible to third parties. Third parties shall also include affiliated companies. In particular, the Client shall not be permitted to reproduce, process or sell the Services or parts thereof or to provide them to others for a limited period of time, and especially not to hire or loan them out. This also concerns in particular
– the data centre operation for third parties or
– making the Services temporarily available to third parties.
Use of the Services shall be permitted exclusively within the scope of the Client’s own business operations.
This paragraph shall not apply to service providers engaged by the Client to enable the Client to use the Services as intended and to whom the Client does not grant its own rights to the Services.
(3) Insofar as the Provider uses open source software within the Software, these terms and conditions shall have no effect in terms of rights of use. The respective open source licence conditions of the third party provider shall apply in exclusivity.
(4) The Client grants the Provider the rights of use necessary for fulfilment of its contractual obligations to the data which it transfers to the storage space granted under Clause 4 in connection with use of the Software. This includes, in particular, the right to make the data accessible over the Internet in the event of queries and, in particular, to reproduce and transmit it for this purpose and to reproduce it for the purpose of data backups. At all events, the Client shall remain the sole owner of this data.
§ 8 Interruption/impairment of accessibility
(1) Adjustments, changes and supplementations to the contractual deliverables and measures serving to determine and remedy malfunctions will only lead to temporary interruption or impairment of accessibility where absolutely necessary for technical reasons.
(2) The Provider shall guarantee an annual average of 99.5% availability of the Software. Planned and announced maintenance work shall not count as downtime. The Provider shall endeavour to give at least 7 days’ notice of any maintenance work.
§ 9 Duties of the Client
(1) The Client undertakes not to use any data in the Services that is unlawful or violates the law, regulatory requirements or third-party rights.
(2) The Client shall be obliged to prevent unauthorised access by third parties to the protected areas of the Services by taking appropriate precautions. To this end, the Client shall, to the extent necessary, instruct its employees to comply with copyright law.
(3) Notwithstanding the Provider’s obligation to back up data, the Client itself shall be responsible for entering and maintaining its data and information required to use the Services, unless expressly agreed otherwise with the Provider.
(4) The Client shall observe the minimum technical requirements for the use of the Services specified by the Provider as well as the respective specifications regarding the necessary data structure and data quality (in particular with regard to the format, arrangement, designation, accuracy, currency and consistency of the data).
(5) The Client shall be obliged to check its data and information for viruses or other harmful components before entry and to use standard anti-virus programmes for this purpose.
(6) For users in the IT provider segments (e.g. ERP, PDM/PLM, PIM, etc.) as well as platforms:
Use of the Global Textile Scheme Language requires adaptation of the system’s own master data structures to the characteristics of the Global Textile Scheme Language and to the conditions present within the technical GTS-Cat infrastructure.
Users in the IT provider segments (e.g. ERP, PDM/PLM, PIM, etc.) and platforms are advised to construct the Global Textile Scheme with all its elements in such a modular manner and to build it into their solutions in such a way that the IT providers’ respective GTS clients, at the beginning, during or after use of the GTS L, are not disadvantaged by regular Software updates by the IT provider.
Global Textile Scheme GmbH disclaims any liability should users in the IT provider segments (e.g. ERP, PDM/PLM, PIM, etc.) or platforms violate this contractual basis for collaboration and use of the Global Textile Scheme.
(7) In the event of disruptions, functional failures or impairments of the Services, the Client shall be obliged to notify the Provider immediately and in as precise a manner as possible.
§ 10 Remuneration
§ 11 Warranty/Liability
§ 12 Force majeure
(1) The Provider shall be released from its duty to perform under this Agreement insofar as the non-performance of Services be due to the occurrence of circumstances of force majeure after the Agreement has been entered into.
(2) Circumstances of force majeure shall include, for example, war, strikes, riots, pandemics, expropriations, cardinal changes in the law, storms, floods and other natural disasters as well as other circumstances for which the Provider is not responsible, in particular water ingress, power failures and interruptions or destruction of data-carrying lines or infrastructure.
(3) Each Party hereto shall immediately notify the other Party in writing of the occurrence of a force majeure event.
§ 13 Term and termination
(1) The contract begins with the provision of access by the provider and runs for at least one year. Depending on the offer, the contract may have a longer minimum term. It is automatically extended by a further year after expiry if it is not terminated by one of the parties with a notice period of three months to the end of the contract. Termination is permitted for the first time at the end of the minimum term.
(2) The right of the parties to extraordinary termination for good cause shall remain notwithstanding. Good cause for extraordinary termination shall exist in particular where
• a party repeatedly breaches material contractual obligations under this Agreement despite a warning;
• a party commits an act of tort in connection with this Agreement;
• one of the parties ceases business operations in whole or in part and a direct legal successor fails to ensure continued operation.
(3) Notice of termination must be served in textual form.
(4) Booked modules (KEYs) can be extended at any time during the term of the contract, but can only be reduced or completely terminated once per contract year with a notice period of 3 months to the end of the year.
The special one-time trial period for Key Try is 4 months without renewal.
During this time, all functions of Key One, Key Two and Key Three may be used.
Where notice of termination is not served on individual modules (Key ONE/TWO/THREE or all 3 modules) before the end of the 4 months, a contract shall be created which may be cancelled no earlier than as per the end of the following year by duly observing the normal period of notice.
If such an automatic renewal occurs after the trial period, the trial period shall be deemed to be the period of use for the purposes of calculating the annual fee (adjusted to the remaining period of the start year).
Key Try is not possible for associations, IT providers and platform operators.
(5) The contractual rights of use of the Client shall lapse when the Agreement ends. One exception to this shall be further use of GTS-Language and GTS-L-Catalogue as set out in Clause 7. This provision is expressly excluded in the event of termination during the 4-month trial phase for Key Try.
(6) The Client shall have the option to export its data at any time via the corresponding function within the Software. The data will be erased permanently by the Provider after Agreement ends. Once the Agreement has ended, the Client shall no longer have any entitlement also to use the Software with which the data can be used.
§ 14 Privacy
§ 15 Confidentiality
§ 16 Applicable law & Place of jurisprudence
These terms and conditions shall be governed by German law to the exclusion of the UN Convention on Contracts for the International Sale of Goods. For disputes arising from this Agreement, the exclusive place of jurisprudence shall be the place in which the Provider has its registered office.