General Terms and Conditions
of lntegrityNext
The following General Terms and Conditions govern the legal relationship between the user ("User") and Integrity Next GmbH ("lntegrityNext") forthe use of the website and the platform (hereinafter "lntegrityNext Platform"). Only the provisions in normal print are part of the General Terms and Conditions; sections in italics and the bold printed headings are for explanatory and illustrative purposes only and have no regulatory content oftheir own.
The following General Terms and Conditions are the basis of every contract you enter into with us for the use of the lntegrityNext Platform. Theexplanations and headings are provided for better understanding. You will notice that our General Terms and Conditions are fair and balanced for you and us.
How is a contract with lntegrityNext concluded?
A contract between lntegrityNext and the User for the use of the lntegrityNext Platform to monitor suppliers for sustainability and compliance is entered into by the user creating a user profile ("lntegrityNext Account") and clicking the "Register" button. Simultaneously, a service is activated for the user to answer a list of questions regarding compliance with international sustainability standards ("Supplier Account").
Explanation: If you as a supplier are invited by your business partner to use the lntegrityNext Platform, you shall create an account to upload the necessary data (e.g. certificates) and manage your profile.
Do suppliers have to pay for the use of the lntegrityNext Platform?
The use of the lntegrityNext Platform with the lntegrityNext Account including the Supplier Account is free of charge.
Explanation for suppliers: If you are invited to participate on the lntegrityNext Platform as a supplier of a company and you therefore create aSupplier Account, this is free of charge.
Explanation for customers: If you invite your own suppliers to the Integrity Next Platform in order to monitor their sustainability and compliance, you will need an additional paid service.
Do customers have to pay for the use of the lntegrityNext Platform?
The lntegrityNext Account can be extended with additional paid services ("Professional Account", "Enterprise Account" or "Corporate Account" as well as other components (e.g. SAP Ariba Connector)); this also applies to extension of a preexisting usage contract.
By clicking the "Order Now" button, which completes the booking process for the Professional Account, the User submits an offer to amend the usage contract subject to the applicable price conditions, available athttps://www.integritynext.com/pricing.html. lntegrityNext accepts this offer by providing the Professional Account. lntegrityNext is not obliged to conclude a contract. The conclusion of the contract for an extension of the usage contract by an Enterprise Account, Corporate Account or other components is done via remote communication with lntegrityNext.
Explanation: The Professional Account can be booked directly online. All additional paid services can be booked by offer and order. The additional paid services allow you to monitor your suppliers for sustainability and compliance and integrate the results via interfaces, e.g. into
your ERP, risk management and purchasing systems. Current prices and contact information can be found athttps://www.integritynext.com/pricing.html.
Can I as a supplier add other users?
The User of an lntegrityNext Account including the Supplier Account may invite an unlimited number of other individuals to use the account free of charge.
Explanation: If you want to work as a team on the lntegrityNext platform, you can add additional people, e.g. to answer the questionnaire.Please note that for security reasons each User needs a separate account.
Can I as a customer add other users (e.g. colleagues)?
A Professional Account, Enterprise Account or Corporate Account entitles a natural person as actual User ("Named User") to use the respectiveaccount. If additional natural persons shall use the respective account, a Named User may add further Named Users who work on the same account using their own access. A Named User is not permitted to pass on his individual access data (username, password) to third parties. The contract about the chargeable adding of additional Named Users is concluded via remote communication with lntegrityNext.
Explanation: To work as a team on the lntegrityNext Platform, you may add other individuals as Users. Please note that each individual needs a separate account. Please also note that additional Named Users exceeding the basic quota of a Professional Account or Enterprise Account will be charged. In the case of a Corporate Account, there are no costs for additional Named Users.
When do I have to pay invoices of lntegrityNext?
Claims by lntegrityNext for the use of additional paid services must be settled within 30 days of the invoice date. Invoices are issued annually at thebeginning of the contract period.
Explanation: Invoices are issued at the beginning of the contract period and are payable within 30 days.
What is the duration of the contract for suppliers?
The contract with lntegrityNext for the free lntegrityNext Account including the free Supplier Account is entered into for an indefinite period.
Explanation: The lntegrityNext Platform is available to suppliers permanently and free of charge.
What is the duration of the contract for customers?
The contract period for the additional paid services is one year beginning with the date of contract conclusion ("Contract Year"). If the contract is not terminated, it will be extended by another Contract Year at the end of the current Contract Year subject to the then applicable price conditions available at https://www.integritynext.com/pricing.html. The contract for the free lntegrityNext Account is entered into for anindefinite period of time.
Explanation: You do not need to do anything else to keep your contract with lntegrityNext. The contract is automatically renewed for another year. For the new contract year, the conditions valid at the time of renewal apply.
How can I cancel my contract with lntegrityNext?
The User may cancel the free part of the contract (lntegrityNext Account including the Supplier Account) at any time in text form by email totermination@integritynext.com. The User agrees that the user data will not be deleted after termination of the contract; this does not apply to any personal data in the meaning of the General Data Protection Regulation (GDPR). A complete erasure will only take place at the explicit request of the User, which may be addressed to termination@integritynext.com. Both parties to the contract may terminate the contract regarding the additional paid services with a notice period of 3 months to the end of the respective Contractual Year in text form; the User shall terminate thecontract by email to termination@integritynext.com. The right to extraordinarily terminate the contract remains unaffected.
Explanation: You may terminate the free account at any time if you no longer wish to use the services of lntegrityNext. You may cancel additional paid services at the end of the Contract Year with a notice period of 3 months. For example, if you signed a contract with lntegrityNext on May1st of one year, you would have to cancel by January 31st of the following year at the latest. The termination may be done by email.
May I try out the lntegrityNext Platform as a customer for free?
The usage contract may be supplemented by a free, time-limited service ("Free-Trial Account"). By clicking the "Test for free" button whichcompletes the booking process of the Free-Trial Account, the User makes an offer to amend the usage contract subject to the applicable conditions, which may be viewed at https://www.integritynext.com/pricing.html. lntegrityNext accepts this offer by providing the Free-Trial Account.lntegrityNext is not obliged to conclude a contract. After expiration of the time limit, the User's access to the Free-Trial Account ends.
Explanation: lntegrityNext offers the possibility experience the services of the lntegrityNext Platform for customers with a Free- Trial Account.This is free of charge and ends automatically after 74 days without the need to cancel.
How does the lntegrityNext Platform work?
The lntegrityNext Platform is an online or SaaS service that enables a natural or legal person or any other entity with legal capacity, in the exercise of their commercial or self-employed professional activity, to determine by answering a questionnaire designed by lntegrityNext in accordance with international standards whether they comply with said international sustainability standards ("Compliance"). Furthermore, the User of an additional paid service or Free-Trial Account can draw conclusions about the Compliance of third parties by inviting third parties to participate in the lntegrityNext Platform and answer the questionnaire. In addition, lntegrityNext monitors news and social media articles from the internet regarding the Users which are related to the Compliance of the third party (e.g. supplier) ("News") (Compliance and News together "Results"). lntegrityNext does not verify the accuracy of the information a User enters into the lntegrityNext Platform or the results based on it. lntegrityNext assumes no responsibility for the accuracy of the information provided by Users of the lntegrityNext Platform or for the Results, the "Critical News Profile" (formerly "Social Media Profile") and the Sustainability Profile.
Explanation: If this is too much "legal talk" - lntegrityNext monitors your suppliers for compliance with international sustainability standards by means of social media monitoring and supplier self-assessments.
What do I have to consider when filling out the questionnaire?
The user declares to answer the questionnaire carefully and to the best of his knowledge and assures not to give false information when answering.
Explanation: It is in the user's own interest to answer the questionnaire truthfully. It is not excluded that, for example, a customer may claim damages from a supplier who provides false information.
Who can see the data about my company?
The Results, the Critical News Profile and the Sustainability Profile are only disclosed to Users of the lntegrityNext Platform with a Professional Account, Enterprise Account, Corporate Account or Free-Trial Account who have confirmed via the lntegrityNext Platform that they have a business relationship with the other User (e.g. supplier) or intend to enter into such a relationship. The otherUser will be informed by lntegrityNext when a User accesses the Results, Critical News Profile or Sustainability Profile for the first time.
If the User is not in a business relationship with the other User or does not intend to enter into such a relationship, the other User may object the further disclosure of the user data to lntegrityNext.
Third parties can only read the Sustainability Profile if a User proactively shares the link to his own Sustainability Profile provided by the lntegrityNext Platform with third parties.
Explanation: Only Users of the Professional Account, Enterprise Account, Corporate Account or Free- Trial Account can see the data on their suppliers. Otherwise, the data will not be shared with third parties, unless a supplier actively shares the specific link to its own Sustainability Profile with third parties. This may, for example, be the case if a supplier wants to advertise its good performance on its own website.
How can I keep the data regarding my company up to date?
The user data may be edited by the User at any time. Likewise, the questionnaire can be reviewed and re-answered by the User at any time, which may change the Results and the Sustainability Profile.
Explanation: If information regarding your company changes, you may update it at any time on the lntegrityNext Platform. You may also updateyour answers to the questionnaire at any time. This keeps your company's Sustainability Profile up to date.
Will my data be treated confidentially?
lntegrityNext undertakes to treat all commercial, technical or other company-related information that is disclosed or made available to lntegrityNext through the business relationship and that is not intended for publication through the use of the lntegrityNext Platformas confidential, to use it exclusively for the purposes of the business relationship and to pass it on only to employees who are obliged to maintain confidentiality.
lntegrityNext undertakes not to disclose Confidential Information to third parties or make it available in any other form, unlessexpressly provided otherwise, or unless this is required due to the use and functioning of the lntegrityNext Platform, and to take allreasonable precautions to avoid access by third parties.
Confidentiality applies to all information that the User discloses or makes available to lntegrityNext, which is expressly designated as confidential or which, due to its content, could be identified by a reasonable third party as business secrets ("ConfidentialInformation"). The obligation of confidentiality does not apply or no longer applies to information that can be proven to (i) be or become publicly available without lntegrityNext being responsible for this,
(ii) already existed at lntegrityNext at the time it was obtained or was subsequently developed by lntegrityNext independently, (iii) was obtained from third parties without breach of a confidentiality obligation, provided that the third party by providing the information does not breach any confidentiality obligation to the knowledge of lntegrityNext, or (iv) has been developed independently by lntegrityNext without recourse to Confidential Information, or (v) the User has consented to the disclosure in text form or due to the functioning of the lntegrityNext Platform. lntegrityNext bears the burden of proof for the existence of any of the above exceptions.
The User retains ownership and all other rights to the Confidential Information, whether or not it is protectable. At the request of the User, lntegrityNext must return the received Confidential Information as completely as possible, unless it is part of the lntegrityNext Account including the Supplier Account. Instead of returning information, lntegrityNext may destroy or delete the Confidential Information. In this case the destruction or deletion must be confirmed in writing upon request. This obligation is excluded with respect to Confidential Information (i) stored in routine backups, (ii) that must be retained by law, regulation, court order,judgmentand/or order of a governmental authority, or (iii) copies of Confidential Information retained by lntegrityNext for evidentiary purposes. The confidentiality obligations under this Agreement shall remain unaffected.
Explanation: lntegrityNext will keep confidential any business secrets you may entrust to lntegrityNext when using the lntegrityNext Platform. Therefore, lntegrityNext proactively subjects itself to a confidentiality obligation. Hence, it is not necessary to conclude a separate confidentiality agreement. No other user of the lntegrityNext Platform will not disclose the suppliers of your company to any other User outside your company.
How can I proactively share my Sustainability Profile with other customers?
lntegrityNext creates short reports ("Sustainability Profiles"; formerly "Compliance Profiles") from the current Results. The User hasthe right to use the current Sustainability Profile outside the lntegrityNext Platform for business purposes and to publish it to third parties. The publication of the Sustainability Profile must be made exclusively in the form and presentation specified by lntegrityNext and may not be altered by the user.
Explanation: The Sustainability Profile can be brought to the attention of your customers. You may also integrate the Sustainability Profile e.g.on the website of your company.
Does lntegrityNext make business decisions for me?
The User is solely responsible for his business decisions, including those based on the use of the lntegrityNext Platform or theResults, the Sustainability Profile or the Critical News Profile of the User itself or a third party.
Explanation: Of course, we do not at any time dictate how a company should act. It is up to each User to decide whether to base a decision on the lntegrityNext Platform. Since you are
free to make your own business decisions, integrityNext assumes no liability if these decisions prove to be disadvantageous. Just as integrityNextdoes not participate in any business success you may achieve using the integrityNext Platform.
Is the lntegrityNext Platform always available (24/7)?
lntegrityNext may change, suspend or terminate the Integrity Next Platform if and to the extent that the contractually agreed service is stillavailable to the User. lntegrityNext strives to make the lntegrityNext Platform available to the User as uninterrupted as possible; however, from a technical point of view, a continuous 100% uninterrupted availability of the lntegrityNext Platform cannot be guaranteed. In particular, maintenance, security or capacity issues, as well as events beyond lntegrityNext's control (e.g. disruptions to public communication networks, power failures, etc.) may lead to disruptions or temporary suspension of the lntegrityNext Platform.
Explanation: In 2079 we have achieved an availability rate of 99.995%. As a result, the integrityNext Platform was only unavailable for a few minutes throughout 2079, despite multiple updates each month.
What is the liability of lntegrityNext?
lntegrityNext is liable without limitation in cases of intent or gross negligence, for injury to life, limb or health, according to the provisions of theProduct Liability Act of the Federal Republic of Germany (Produkthaftungsgesetz) and to the extent of a guarantee given by lntegrityNext. In the case of a slightly negligent breach of an obligation that is essential for achieving the purpose of the contract (cardinal obligation), theliability of lntegrityNext is limited in amount to the damage that is foreseeable and typical for the type of business in question. A further liability of lntegrityNext does not exist. This limitation of liability also applies to the personal liability of lntegrityNext's employees, representatives, organs and agents. lntegrityNext is only liable for the loss of data up to the amount that would have been incurred if the data had been properly and regularly backed up for recovery. Any further liability of lntegrityNext is excluded.
Explanation: An exclusion of liability is common in business transactions. We have taken care to find a balanced and fair regulation for the liability of integrityNext.
Does lntegrityNext use subcontractors?
lntegrityNext has the right to use subcontractors or vicarious agents at any time to fulfil its contractual obligations towards the User without theUser's consent.
Explanation: integrityNext cannot provide all services (e.g. web hosting) itself. integrityNext will - in its own interest - select subcontractors very carefully and monitor their reliability, because after all, integrityNext is liable for any fault of thesubcontractors towards the User as if it were its own fault.
What happens in case of force majeure?
In cases of force majeure, lntegrityNext is released from the obligation to provide services for the duration and to the extent of the event. Forcemajeure is any event beyond lntegrityNext's control that prevents lntegrityNext from fulfilling its obligations in whole or in part, including firedamage, floods, strikes and lawful lockouts, as well as operational disruptions or
governmental orders that arenot the fault of lntegrityNext. Supply difficulties and other service disruptions on the part of lntegrityNext's suppliers are only considered force majeure if the supplier is prevented from providing the service for which he is responsible by an event according to sentence 2. lntegrityNext will immediately notify the User of the occurrence as well as the cessation of the force majeure and will make every effort to remedy the force majeure and limit its effects as far as possible. The right of each party to extraordinarily terminate the contract in the event of prolonged force majeure remains unaffected.
Explanation: In 2079 we had an availability of the lntegrityNext Platform of approximately 99.995%. However, if, for example, an earthquake or fire destroys the IT infrastructure of Amazon Web Services, we will not be able to provide the services. We are therefore released from ourservice obligations for the duration of force majeure.
What happens if I do not follow the rules of the platform?
lntegrityNext reserves the right to investigate any suspicion of misuse or material breach of contract, to take appropriate measures and, if necessary, to block the User's access to the content if there is a justified suspicion and/or to terminate the contractual relationship without notice in the event of particularly serious breaches. The User has to inform lntegrityNext immediately of any indications of misuse of the lntegrityNext Platform.
Explanation: If lntegrityNext detects that a User provides incorrect information or uses the services for anti-competitive purposes, lntegrityNext will immediately block this User to protect honest Users and terminate the contractual relationship. If you notice any misuse of the lntegrityNext Platform, you must inform us immediately - also in your own interest and in the interest of every other User.
What rights do I get regarding the software or the platform?
lntegrityNext reserves all intellectual property rights to the lntegrityNext Platform, in particular with regard to the questionnaire, the algorithms for social media monitoring, the methodology, the calculation model, the underlying process, the structure and design of the lntegrityNext Platform, the software used on the lntegrityNext Platform as well as the Results, the Sustainability Profile and the Critical News Profile, unless otherwise expressly stated in these General Terms and Conditions. lntegrityNext does not grant the User any proprietary rights to the software used on theIntegrity Next Platform, in particular to its source code. The User is not entitled to copy, edit (including redesigning the software, converting it to other programming languages and for other operating systems), transfer it to other forms of presentation and otherwise change, continue and supplement the software used on the lntegrityNext Platform, distribute it in unchanged or modified form, reproduce it publicly or transfer the rights of use granted under this usage agreement, whether for payment or free of charge. All rights of use and marketing are the exclusive property of lntegrityNext. TheUser is only entitled to decompile and duplicate the software used on the lntegrityNext Platform if this is required by law.
Explanation: You as a User receive the right to use the lntegrityNext Platform as a service. We have invested a great deal of developmenteffort in the lntegrityNext Platform, so that our developments remain our intellectual property and we do not transfer this intellectual property based on a usage contract.
Why do lntegrityNext's General Terms and Conditions apply exclusively?
These General Terms and Conditions apply exclusively. Deviating, conflicting or supplementary terms and conditions of the User willonly become part of the contract if and to the extent that lntegrityNext has expressly agreed to their validity.
Explanation: integrityNext has tailored these General Terms and Conditions to the integrityNext Platform and found a fair solution for both parties. integrityNext does not have the resources to check for each individual customer whether his terms and conditions are also suitable for the services of integrityNext. Also, a customer's terms and conditions may not be tailored to the very specific requirements of the integrityNext platform, so unfortunately, they often contain inappropriate provisions.
Is there anything else (miscellaneous)?
The User is only entitled to a right of set-off if his counterclaims are legally binding or undisputed by lntegrityNext. The law of the Federal Republic of Germany applies exclusively, with the express exclusion of the UN Convention on Contracts for the International Sale of Goods. The exclusive venue for all disputes arising in connection with the lntegrityNext Platform and these General Terms and Conditions shall be the courts in Munich, Bavaria, Germany. The General Terms and Conditions in German language areexclusively applicable to the contract of use. Translations of these General Terms and Conditions are for illustration purposes only.Should single provisions of this contract be or become invalid or void in whole or in part, this shall not affect the validity of the rest of the contract. The parties undertake to replace the invalid or void provision by a valid provision which comes closest to the intended economic purpose. The same applies in the event of a regulatory gap in the contract. Changes and amendments to this contract mustbe made in writing. This also applies to the amendment or cancellation of this clause.
Explanation: We are pleased that you useor wish to use the integrityNext Platform. The venue for disputes is Munich, Germany. Should you ever be dissatisfied with our services or have suggestions for improvement, please feel free to contact us at any time. A high level of customer satisfaction is a matter of the heart for the entire integrityNext team, including management and founders!
Thank you very much for your trust and for using IntegrityNext.
Martin Berr-Sorokin
(CEO integrityNext)