General terms

Section 1: Scope

1. Scoutbee GmbH, entered in Commercial Register B of the Würzburg District Court under HRB 12935, Holundergasse 10, 97262 Hausen bei Würzburg (hereinafter “Scoutbee”) offers an AI-based supplier search for strategic purchasing. These are the general terms and conditions for the business relationship between Scoutbee and customers (“Customer Terms”).

2. Scoutbee provides its services exclusively to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB).

3. These customer terms apply unless the parties have not agreed on different regulations in the specific contract. Deviating, opposing or supplementary general terms and conditions of customers shall only become integral components of the contract if Scoutbee agrees to their validity in text form. This requirement of approval also applies if Scoutbee initiates the performance of services after becoming aware of a customer’s general terms and conditions.

Section 2: Subject of the contract

1. Scoutbee operates a virtual platform that assists customers in rapidly and comprehensively searching for and contacting suppliers and in managing supply chains, among other services (hereinafter “Platform“). In addition, Scoutbee provides services to assist customers with supply chain management and establishing new business contacts (hereinafter “Leads” or individually “Lead“).

2. The platform is an internet application. The customer does not download the underlying software for the platform; instead, the customer only uses the software on Scoutbee’s IT infrastructure.

3. Unless otherwise agreed, the customer is granted a simple, non-transferable, non-sublicensable, revocable right, restricted to the term of the respective individual contract, to use the platform on the Scoutbee IT infrastructure according to these customer terms and the respective individual contract.

4. Insofar as the customer enters personal data on the platform, the customer is considered a controller within the meaning of Art. 4 (7) GDPR, and Scoutbee is considered a processor within the meaning of Art. 4 (8) GDPR. Unless otherwise agreed, by using the platform, the customer accepts the offer submitted by Scoutbee to establish a processing agreement that specifies the rights and obligations of both parties concerning the processing of personal data; the processing agreement shall be provided by Scoutbee upon the customer’s request.

5. Unless otherwise agreed, for the term of the respective individual contract, the customer grants Scoutbee a simple, transferable, sublicensable right to use the data entered by the customer on the platform for the purpose of performing services and any ancillary services according to these customer terms and the respective individual contract.

6. Scoutbee may monitor the proper contractual use of the platform by adopting suitable technical measures in compliance with data protection law and enforcing them if necessary, for instance, by restricting access or blocking access.

7. Any changes to the program code and reference documents require the approval of Scoutbee. All rights of use to the modified program code and reference documents are the exclusive property of Scoutbee. To the fullest extent permissible, the customer will transfer any rights to the modified program code and reference documents to Scoutbee. If such a transfer is not possible, the customer hereby grants Scoutbee to the fullest extent permissible an exclusive, transferable, sublicensable, irrevocable license, free of charge and unrestricted as to place, time and content, to use the modified program code and reference documents for all known and unknown types of use. Statutory provisions concerning remuneration remain unaffected.

Section 3: Cooperation obligations of the customer

1. The customer has the following cooperation obligations:

   a. All users that the customer has authorized to use the platform (hereinafter “Authorized Users“) must be named and any changes must be reported promptly.

   b. The customer must protect the access details assigned to them or the authorized users (usernames and passwords) against third-party access and must not pass on this data to third parties.

   c. The customer must instruct the authorized users appropriately, particularly if the customer permits them to use the platform on their own end devices.

   d. In case of suspected abuse, the customer must inform Scoutbee without undue delay.

2. As soon as Scoutbee obtains knowledge of unauthorized use, Scoutbee shall block the access of the customer in question. Scoutbee also reserves the right to change the access details of customers or authorized users for reasons pertaining to security; in such cases, Scoutbee will promptly inform the customer of this fact.

3. Breaches of cooperation obligations can lead to extra expenses. The customer must repay these extra expenses according to the current valid price list for Scoutbee, accessible at www.scoutbee.com, unless the customer is not responsible for the extra expenses.

Section 4: Technical requirements for using the platform

1. Access to the platform is provided using telecommunications media (cloud-based) over the internet with Secure Socket Layer (SSL) encryption.

2. Scoutbee merely provides the IT functions of the platform. Provision of the necessary internet access is not part of Scoutbee’s services.

Section 5: Service level

1. Unless otherwise agreed and subject to the following provisions, Scoutbee will enable the customer to use the platform 24 hours per day, 365 days per year as a rule.

2. Since the platform is cloud-based, Scoutbee can only eliminate faults if the cloud server is working without faults. Scoutbee accepts no liability for faults in the cloud server. Scoutbee will endeavor to rectify faults that are considered repairable in line with Sentence 1 within a period of two business days at most after receiving the fault notification.

3. At the following times, Scoutbee is entitled to decommission the platform in part or in whole, particularly for the purposes of maintenance, upkeep and data backups:

   a. where system uptimes are agreed, outside of these times;

   b. otherwise, on Sundays between 2 p.m. and 6 p.m.

4. If Scoutbee plans to decommission the platform in part or in whole at other times, Scoutbee must announce this three business days before the planned decommissioning. The customer may only object to this decommissioning if there is good cause, and this objection must be submitted without undue delay. Where possible, Scoutbee will name a replacement time unless the decommissioning cannot be postponed.

5. The customer is not entitled to compensation for damages due to restrictions or exclusions relating to the usability of the platform.

Section 6: Additional services

1. Unless otherwise agreed, Scoutbee will perform additional services, such as consultation, based on 8-hour working days.

2. Upon complete payment of the agreed remuneration, the customer will receive the simple right, unrestricted in terms of time and space, to the work results achieved by Scoutbee, to use, reproduce and process these work results for international applications and purposes and to combine them with other programs or materials. For the duration of use until complete payment has been made, Scoutbee transfers simple rights of use that are revocable subject to complete payment.

3. Unless otherwise agreed, the customer must provide Scoutbee with the infrastructure (rooms, telecommunications equipment, etc.) required to perform the services.

4. Depending on the agreement, services can be performed either on-site or remotely using suitable technologies (TeamViewer, Skype, GotoMeeting, etc.). If services are performed remotely, the customer must ensure access to the transmission technology and necessary peripheral equipment.

Section 7: Liability

1. Scoutbee assumes unlimited liability for willful intent and gross negligence on the part of Scoutbee, its agents and legal representatives; Scoutbee only assumes liability for simple negligence in the event of breaches concerning cardinal contractual duties. Cardinal contractual duties are defined as obligations which are indispensable for the fulfilment of the contract, and for which the customer regularly relies and is entitled to rely on compliance. Liability for breaches of such cardinal contractual duties is restricted to the damages that are typical for this type of contract and which Scoutbee should have been able to anticipate when establishing the contract based on the circumstances known at that time, up to the contract value at maximum.

2. Scoutbee is only liable for the loss of data according to the above paragraphs if the customer could not have prevented this loss by adopting suitable data backup measures.

3. The present limitations of liability do not apply if explicit guarantees have been made, for claims due to a lack of warranted qualities or for damages due to injury of life, body or health. Liability according to the product liability law also remains unaffected.

4. Scoutbee accepts no liability for breakdowns of the cloud. In the event of a breakdown lasting longer than 24 hours, the customer is entitled to proportionately reduce the remuneration paid for the use of the platform according to the duration of the breakdown.

Section 8: Indemnification

1. Scoutbee agrees, at its own expense, to defend and hold harmless customer from and against any claim, suit, or liability brought by a third party against a customer that customer suffers for infringement of third-party rights (in particular including patent, copyright, trade secret or trademark infringement or other commercial exploitation) in connection with any customers' use of the services provided by Scoutbee.

2. Customer shall (a) defend Scoutbee from and against any claim by a third party alleging that the customer data, or customer’s use of the services in breach of these customer terms infringes or misappropriates such third party’s intellectual property rights or violates applicable laws, and (b) in relation to such claim, indemnify and hold harmless Scoutbee from any damages and costs awarded or agreed to in settlement by customer (including reasonable attorneys’ fees).

Section 9: Remuneration and payment conditions

1. Scoutbee will receive the remuneration outlined in the individual contract for the services owed according to these customer terms and the individual contract in question. All prices are listed

   before legal VAT in the respective amount owed.

2. Any fees must be paid in advance.

3. Unless otherwise agreed, invoices are due for payment within 10 days after receipt of the invoice without any deduction.

4. Bank transfer is agreed as the standard payment method as a rule.

5. For appointments outside the premises of Scoutbee, the customer will pay the travel and accommodation costs incurred for Scoutbee according to the following provisions:

   a. Travel costs are calculated as lump-sum amounts per trip based on the destination and are listed without daily allowances (see letter B for these):
   Germany: €250
   Rest of Europe: €500
   North America:€1,000
   All other regions: €1,500

   b. Daily allowances are listed including any accommodation costs and are estimated as follows:
   Germany: €150
   Rest of Europe: €200
   North America: €150
   All other regions: €250

Section 10: Duration, termination and cancellation of services

1. Unless otherwise stipulated, the respective individual contract enters into force by signing as of the signing date and remains valid for a period of one year. After that, the individual contract is automatically renewed by an additional year in each case unless it is terminated with a notice period of 3 months to the end of the respective term. In the event of termination, the full license fee becomes due immediately when the term expires. Claims to reimbursement for travel costs that have already been incurred (incl. costs of potential cancellation) become due immediately and in full. The fee for services that have already been performed becomes due immediately and in full.

2. The right to extraordinary termination for good cause remains unaffected. Good cause includes

   a. payment default in the amount of two instalments if the regular payment of instalments has been agreed,

   b. lack of willingness to cooperate on the part of the customer and failure to deliver the documents required to perform the services.

3. The customer may cancel ordered services up to five working days before the performance of services is planned. For cancellations up to

   a. two working days before the planned performance of services, the customer must pay 50% of the full fee,

   b. 24 hours before planned performance of services, the customer must pay 100% of the full fee. The customer is entitled to demonstrate that damages occurred to a lesser extent.

Section 11: Data protection and data security

1. The Scoutbee servers are secured according to the latest technological standards, particularly using firewalls. However, the customer is aware of the general risk that transmitted data may be intercepted during transmission. This applies not only to the exchange of information via e-mails that leave the system, but also to all other data transmission. For this reason, the confidentiality of data transmitted when using the platform cannot be guaranteed.

2. The customer bears sole responsibility for securing the information received or obtained when using the platform. The customer will regularly back up this information/documents on an independent data storage medium/server. This particularly applies if authorized users also use the platform on their own end devices on behalf of the customer.

3. The data protection regulations applicable for the use of the platform can be found in Scoutbee’s privacy policy, accessible at https://scoutbee.com/privacy-policy/.

4. The customer is obliged to comply with applicable data protection laws with respect to the personal data of third parties, such as other customers, which the customer may obtain when using the platform. The customer will only use this data for contractual communication or for communication prior to entering into a contract. The customer will instruct all members of executive bodies, employees, representatives, authorized users and agents accordingly.

5. If the customer allows authorized users to use the platform on the authorized users’ personal end devices, the customer is the sole controller for the processing of any personal data concerning these individuals within the meaning of Art. 24 GDPR. The processing agreement pursuant to Section 2 remains unaffected.

Section 12: Confidentiality

1. Within the meaning of these customer terms, “confidential information” refers to all business secrets, the existence and content of the business relationship between the parties as well as all other information the customer places on the platform that is non-public, confidential and/or protected.

2. The parties are obligated

   a. To treat confidential information as strictly confidential, and only to use such information for the purpose of fulfilling contractual obligations resulting from the contractual relationship with the customer,

   b. To refrain from passing on or disclosing confidential information to third parties and to refrain from providing access to confidential information to third parties,

   c. To adopt appropriate measures to prevent unauthorized persons from obtaining access to confidential information, and

   d. To protect confidential information against unauthorized access by third parties using appropriate secrecy measures and to comply with the legal and contractual regulations concerning data protection when processing confidential information. This also includes the technical security measures adapted to the latest technological standards (Art. 32 GDPR) and the obligation of employees to observe confidentiality and comply with data protection regulations (Art. 28 (3)(b) GDPR).

3. The obligations listed in Paragraph 2 do not apply to confidential information

   a. that was general knowledge or generally accessible to the public before the communication or handover, or this occurs at a later date without violating any confidentiality obligations;

   b. that was already known to Scoutbee before the disclosing party made the disclosure and it can be demonstrated that no confidentiality obligations were violated;

   c. that was developed independently by Scoutbee without the use or reference of the customer’s confidential information;

   d. that is handed over or made accessible to Scoutbee by an authorized third party without violating any confidentiality obligations;

   e. that must be disclosed due to mandatory statutory provisions or a court decision and/or a decision of an authority.

4. The obligations under Section 11 of this document continue to apply for a period of three years after the termination of the contractual relationship. Statutory provisions concerning the protection of business secrets remain unaffected.

Section 15: Final provisions

1. The customer grants revocable consent to Scoutbee to use its name, logo and other customer characteristics free of charge for reference purposes, in particular on the homepage https://scoutbee.com and during public relations work and marketing campaigns.

2. Offers are binding for 14 days after submission, unless otherwise stipulated in the individual contract.

3. In connection with the provision of the services, Scoutbee may use the e-mail address for direct advertising for his own similar goods or services. The customer may object to the use at any time, without any charge.

4. All declarations concerning this contractual relationship must be submitted in text form (e.g. e-mail, fax) unless otherwise agreed.

5. The parties are only entitled to offsetting, retention and/or refusal of performance if the claim in question is uncontested, acknowledged by the other party and/or established by a final judgment. The customer is not entitled to pledge claims. Scoutbee requires no prior consent for the assignment of the claims arising out of these customer terms.

6. The place of fulfillment and sole place of jurisdiction for all disputes arising from the contractual relationship including these customer terms is Würzburg. However, Scoutbee is entitled to bring legal action at the registered seat of the customer.

7. The laws of the Federal Republic of Germany apply, to the exclusion of the conflict rules of international private law and the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG).

Würzburg, September 15, 2022.

Archived General Terms and Conditions