1. SERVICE DESCRIPTION
The Service Guide program provided is an algorithm of a set of questions where the answers are tied to product data of stock items in the Subscriber's Feed. The linkage between the questions, answer choices and Feed items is unique know-how belonging to the Provider and the Subscriber has no ability to influence the content of the questions, the answers offered, or the evaluation algorithm.
2. TERMS AND CONDITIONS OF THE IMPLEMENTATION AGREEMENT
General Provision
These Terms and Conditions (hereinafter referred to as "T&C") are an integral part of the Implementation agreement (hereinafter referred to as "Agreement"), which was concluded between Outfindo s.r.o. (hereinafter referred to as "Outfindo"), and another entity, as the Client. Terms used in the Agreement shall have the same meaning in these T&C.
Granting of a License
The Client acknowledges that the Guide is provided in the form of software supplied by Outfindo, which is inserted by the Client into its e-shop solution. The Client acknowledges that the Guide provided in the above form constitutes software that is protected by intellectual property rights under copyright law. Outfindo grants to the Client a license to use this software for the purpose of the Agreement, namely with a limited scope for the duration of the Agreement;
The Client shall not be entitled to assign the license or grant a sub-license to third parties.
Confidentiality and confidentiality obligations
The database provided by Outfindo and all other materials and information provided by Outfindo to the Client in connection with the performance of the Agreement are confidential materials and information (hereinafter referred to as "Confidential Information") and the Client is obliged to treat them as confidential and to maintain confidentiality (i.e., in particular not to disclose them to a third party intentionally, negligently or for non-compliance with the rules set out in the Agreement).
Materials and information provided by the Client to Outfindo in connection with the performance of the Agreement, which are not available from public sources or which Outfindo has demonstrably known about before signing this Agreement, are also confidential information. Outfindo is obliged to treat it as confidential and to keep it confidential (i.e. in particular not to disclose it to a third party intentionally, negligently or for non-compliance with the rules set out in the Agreement).
A Party shall be entitled to disclose Confidential Information to its employees (if it is authorized to use them to perform this Agreement) or its advisers (in particular legal advisers) who have a pressing need to know the relevant Confidential Information and who have undertaken in writing to maintain confidentiality at least to the same extent as the other Party has undertaken in the Agreement (or who are obliged to maintain confidentiality under generally applicable law). However, when disclosing Confidential Information to such third parties, the disclosing Party shall ensure that such persons (i) use such information only to the extent necessary to exercise their rights and perform their obligations under the subject Agreement, (ii) ensure the confidentiality of such information and (iii) comply to the maximum extent possible (i.e., where applicable) with information security rules in accordance with the latest standards. The Client shall also maintain the confidentiality of particular aspects of the Agreement, in particular the price of the Services.
If the Agreementing Party receiving confidential information breaches the obligations of handling confidential information under this part of the Agreement, the providing Party shall be entitled to a Contractual penalty of EUR 10,000 for each individual case of breach of confidentiality by the receiving Contractual penalty. The receiving Party hereby acknowledges that a breach of the obligation of confidentiality by the receiving Party may result in damages to the providing Party that are far in excess of the amount of the Contractual penalty set out in this paragraph. Payment of the Contractual penalty shall be without prejudice to the right of the providing Party to compensation for damages in excess of the Contractual penalty.
The above obligation of confidentiality and non-disclosure shall survive the termination of the Agreement.
Liability limitation
The Client acknowledges that the Agreement covers a period of time from the initial expression of an interest by the Client in the Guide to a successful implementation of the Guide to the website of the Client, successful testing of the implementation during a testing period (from now on referred to as “Trial”) and concluded by signing an Agreement on provision of services between the Client and Outfindo.
Due to the nature of the scope of the Agreement the Client agrees that no claims shall arise against Outfindo as a result of any default under the Agreement and the Client expressly waives any such other or further claim against Outfindo.
Final provisions
Outfindo shall be entitled to unilaterally change the T&C, whereby it shall publish the new version of the T&C on its website at least 15 days in advance and shall inform existing Clients about it in a targeted manner. Affected Clients may unilaterally terminate the Contract by expressing their disagreement with the new T&C in writing with the effect from the effective date of the new T&C.
