General terms and conditions of Scoutbee GmbH for customers (Customer Terms)
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 (hereafter “Customer Terms”). Scoutbee provides its services exclusively to entrepreneurs within the meaning of Section 14 of the German Civil Code.
THESE CUSTOMER TERMS GOVERN THE RESPECTIVE ORDER FORM, FORMING A BINDING AGREEMENT (hereafter “AGREEMENT”) AND REGULATE THE USE OF AND ACCESS TO THE SERVICES BY YOU AND AUTHORIZED USERS WHETHER IN CONNECTION WITH A PAID SERVICES OR FREE TRIAL FOR THE SERVICES.
The purpose of this Agreement is to establish the terms and conditions under which Customer may purchase scoutbee’s Services and Additional Services as described in an Order Form or other document signed or agreed to by the Customer.
In the event of any inconsistency or conflict between the terms of the Customer Terms and the terms of any Order Form, the terms of the Order Form shall control.
In addition to any capitalized terms defined elsewhere in the Agreement, the following terms shall have the following meanings:
Affiliates - means any entity existing from time to time that directly or indirectly controls, is controlled by, or is under common control with the subject entity
Authorized User - is an employee, Affiliate, contractor, or consultant serving as end user, authorized by the Customer to use the Platform and the purchased Services within.
Customer Data - is all electronic data and information submitted by or for Customer to the Services
Delivery Point - is the router exit of the respective IT or cloud infrastructure for the provision of respective Services.
Documentation - shall mean the documentation regarding the Services provided.
Effective Date - is the execution date of the relevant Order Form.
Force Majeure Event - means any circumstances beyond Scoutbee’s reasonable control, including, but not limited to, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving Scoutbee employees), Internet service provider failure or delay, non-Scoutbee Services, or acts undertaken by third parties, including without limitation, denial of service attack.
Order Form - is a document or electronic form used to request and specify the purchase of Services
Platform - is a virtual platform operated as software as a service by Scoutbee that assists Customers to rapidly and comprehensively search and contact suppliers and to manage supply chains, among other services.
Services - mean the services within the Platform provided as defined in the applicable Order Form
Subscription Term - refers to the duration for which Customer commits to receiving a particular Service on a recurring or nonrecurring basis.
2. Subject of the Agreement
Subject matter of the Agreement is the provision of the Services by Scoutbee to Customer as a software as a service solution. Scoutbee will provide the Services to the Customer for the Subscription Term, or scope solely for use by Customer and its Authorized Users in accordance with the terms and conditions of this Agreement, Documentation, and the Order Form. The Customer may permit its Authorized Users use of the Services provided that any use of the Services by each such Authorized User is solely for the purpose of the Agreement. The Customer shall be responsible for each Authorized User’s compliance with this Agreement.
Scoutbee undertakes to provide the Services in compliance with all applicable legal, tax, accounting and regulatory requirements, with the diligence of a prudent businessman and the best available technology. Scoutbee represents and warrants that it has obtained all necessary rights, licenses, permissions or comparable legal or regulatory requirements that are necessary for Scoutbee’s provision of the Services.
3. Access end use of the Services
Access to and use of certain Services is restricted, such as to the specified number of individual users permitted under Customer's subscription to the applicable Service, as detailed in the Order Form. For Customers and each Authorized User will be created an account on the Platform for the purpose to use the subscribed Services according to the relevant Order Form. Unless explicitly stated otherwise, access to the Platform shall be established within 3 working days following the execution of the relevant Order Form.
Scoutbee shall provide Customer the use of the Service at the Delivery Point. The Services shall remain on the server of Scoutbee at all time. Scoutbee does not owe the guarantee of the data connection between the Delivery Point and the Customer's IT systems. It is the sole Customer's responsibility to create the technical requirements for receiving the software at the transfer point and its use.
Scoutbee’s infrastructure is secured according to the latest technological standards and Scoutbee holds several information security certificates. However, the Customer is aware of the general risk that transmitted data may be intercepted during transmission. While Scoutbee prioritizes the security of its platform, it's important to note that, like any system, there are inherent risks in the transmission of information, including emails leaving the system and other data transfers. While Scoutbee takes measures to safeguard the information, Scoutbee cannot provide an absolute guarantee of confidentiality in all instances.
Customer acknowledges that Scoutbee in its sole discretion, may improve, enhance, change, modify, or discontinue the Services provided hereunder, in whole or in part, make new Services available, and/or cease the provision of any of the Services at any time. Any optional upgrades or new features added by Scoutbee to the Services may be subject to additional fees, which, when subscribed to by Customer, will be payable by Customer. Scoutbee shall provide the Customer with thirty (30) days' advance notice of any deprecation of any material feature or functionality.
4. Obligations of the Customer
The Customer’s cooperation obligations include promptly reporting any changes in Authorized Users, safeguarding access details against third-party access, not sharing such data externally, providing proper instructions to Authorized Users, especially if using the platform on their own devices, and informing Scoutbee promptly in case of suspected abuse. Scoutbee reserves the right to act if obtains knowledge of an unauthorised use or use in violation of applicable laws.
Customer is responsible for all activity that occurs within the account and for the Authorized Users’ compliance with this Agreement. Customer shall notify Scoutbee promptly of any issues relating to the Services, as applicable, and promptly provide all necessary information and cooperation reasonably required by Scoutbee to diagnose and remedy such issues and use all reasonable efforts to prevent any unauthorized access to, or use of, the Service. Customer will also be solely responsible for the accuracy, completeness, design, appropriateness, creation, maintenance, and updating of all Customer Data in the use of the Software.
5. Intellectual property rights
The Customer shall retain all right, title and interest (including any and all intellectual property rights) in and to the Customer Data as provided to Scoutbee. Subject to the terms of this Agreement, Customer hereby grants to Scoutbee a non-exclusive, for the duration of this Agreement, worldwide, irrevocable, royalty-free right to use, copy, process store, transmit, distribute, perform and display, of the Customer Data solely to the extent necessary to provide the Services and to comply with applicable laws. The Customer shall ensure that the Customer’s use of Services and all Customer Data are at all time compliant with all applicable laws. Customer represents and warrants to Scoutbee that Customer has sufficient rights in the Customer Data to authorize Scoutbee to input, process, distribute and display the Customer Data as contemplated by this Agreement. In order to provide the Services Scoutbee shall set the minimum requirements on Customer Data, which the Customer has to provide and fulfill. Scoutbee is not obligated to provide any data cleansing of the Customer Data. Special services regarding data may be subject to a separate Order Form.
Scoutbee may process aggregated and anonymous general platform usage data and extracts of Customer Data on an anonymized basis for Scoutbee's legitimate business purposes, including for machine learning and testing, development, controls, and operation of the Services. For clarity, nothing in this Subsection gives Scoutbee the right to publicly identify Customer or any Authorized Users as the source of aggregated and anonymized data.
Scoutbee has no control over, and will have no liability for, any acts or omissions of any Customer with respect to Customer's sharing of Customer Data. At all times Customer remains responsible for its Customer Data as set forth in the Agreement.
Scoutbee as a service provider is responsible only for its own contents. Scoutbee is not obliged as a service provider to monitor transmitted or stored foreign information or to investigate circumstances that indicate illegal activity. Obligations to remove or block the use of information under the general laws, especially Regulation 2021/784 of the EU Parliament and of the Council on addressing the dissemination of terrorist content online and Regulation 2022/2065 of the European Parliament and of the Council on a Single Market For Digital Services and amending Directive 2000/31/EC, remain unaffected. However, a relevant liability is only possible from the date of knowledge of a specific infringement. Upon notification of such violations, we will remove the content immediately.
Customer acknowledges and agrees that Scoutbee is not responsible for any results, including the quality, accuracy, or completeness of any results, and makes no representations or warranties with respect thereto. Customer represents and warrants that it shall be solely responsible for the processing and use of results in accordance with applicable laws, including any damage or loss caused or alleged to be caused by or in connection with its access to or use of the AI features, use of the results, or reliance on the results
6. Service Level
Unless otherwise agreed in the Order Form, Scoutbee provides the Services with an availability of 99% on an annual average. Times in which the server cannot be reached due to other technical problems beyond the control of Scoutbee (e.g. Force Majeure event, or external cloud or infrastructure service providers malfunction) are excluded. Also excluded is planned maintenance work (e.g., updates to the software and Services) which takes place outside of Monday to Friday between 9:00 am and 6:00 pm BST/CEST/CET, unless previously scheduled.
In case of error reports received outside the support hours, the troubleshooting begins on the following working day. Delays of the troubleshooting that the Customer is responsible for (e.g., due to unavailability of a contact person on the Customer side or belated notification of the disruption) are not credited towards the troubleshooting time.
7. Additional services
Unless otherwise agreed, Scoutbee will perform additional services such as consultation based on 8-hour working days. The scope and remuneration for the additional services shall be regulated by an additional Order Form.
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 programmes or materials.
Unless otherwise agreed, the Customer must provide Scoutbee with the infrastructure (rooms, telecommunications equipment, software, data access, etc.) required for performing the services.
8. Remuneration and payment conditions
In return for the Services, Scoutbee shall be entitled to the remuneration on monthly or annual basis as further specified in Order Form. The remuneration excludes any VAT. VAT shall only be payable if so required by the applicable law.
Scoutbee shall issue an invoice within the Effective Date of the Order Form and if in the event no payment term has been regulated, the invoice shall be paid within 14 days of receipt.
Travel and accommodation expenses incurred by Scoutbee when rendering the Services will only be reimbursed by Customer up to a reasonable amount and shall be subject to Customers prior written approval.
You consent to receiving invoices and credits solely in electronic form.
If Customer does not pay the fees invoiced in full by the respective due date listed on the invoice, Scoutbee is entitled to demand interest on arrears in the amount current statutory percentage points above the respective base interest rate, from the first day after the due date for the payment. This does not limit Scoutbee's assertion of further damages. Further, in cases where Customer has accrued outstanding and overdue fees and does not remedy this, Scoutbee is also entitled to suspend Customer's account until payment has been made in full. For the avoidance of doubt, any outstanding and overdue fees are not waived, offset, or otherwise limited in case of such suspension and must be paid in full.
9. Limitation of liability
Scoutbee assumes unlimited liability for wilful 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.
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.
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.
10. Warranty and disclaimer
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 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.
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 the Agreement 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).
TO THE FULLEST EXTENT PERMITTED BY LAW, CUSTOMER AGREES THAT THE WEBSITE, PLATFORM, ANY OUTPUT CONTENT AND SERVICES ARE BEING PROVIDED “AS IS” AND “AS AVAILABLE,” AND, EXCEPT FOR THE WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT, SCOUTBEE MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON- INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE IN TRADE, TOGETHER WITH SIMILAR WARRANTIES, WHETHER ARISING UNDER ANY LAW OR OTHERWISE. IN THE EVENT SCOUTBEE MAY NOT DISCLAIM ANY SUCH WARRANTY AS A MATTER OF LAW, THE SCOPE AND DURATION OF SUCH WARRANTY SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW. SCOUTBEE FURTHER DOES NOT REPRESENT OR WARRANT THAT THE WEBSITE, PLATFORM, ANY PORTION OF THE SERVICES OR THE OUTPUT CONTENT WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, CONTINUOUS, ERROR-FREE OR WILL OPERATE WITHOUT PACKET LOSS, NOR DOES SCOUTBEE WARRANT ANY CONNECTION TO OR TRANSMISSION FROM THE INTERNET, OR ANY QUALITY OF RESULTS GENERATED THROUGH THE SERVICES. CUSTOMER ALSO ACKNOWLEDGES AND AGREES THAT SCOUTBEE CANNOT GUARANTEE ANY OR SPECIFIC OUTPUT OR RESULTS OF THE SEARCH, AS THOSE ARE SPECIFIC TO THE CONDITIONS AND REQUIREMENTS SET BY THE CUSTOMER AND SCOUTBEE’S OWN DATABASE IS NOT UNLIMITED.
11. Duration, renewal and termination of Services
Each Service under this Agreement shall enter into force with the Effective Date for the Subscription Term, as regulated in the relevant Order Form.
Each Service ordered on recurring basis can be terminated ordinarily by either Party in writing without cause with 30 days prior notice to the end of the Subscription Term. If the Service hasn’t been terminated, the Subscription Term of this Service renews itself automatically for additional 12 months under the same conditions and same remuneration as in the initial Order Form, excluding any discounts.
Other ordinary terminations or termination for convenience are expressly excluded.
This right of the Parties to terminate this Agreement for an important cause remains unaffected. Important cause for each Party may exist if (a) The other Party is in severe breach of a material obligation under this Agreement and such breach is not remedied within 30 (thirty) days after the issue of a notice (no such notice shall be required if the breach is not capable of being cured); (b) Insolvency proceedings or similar proceedings under foreign law have been instituted with respect to the assets the other Party or a corresponding application has been refused for lack of assets or if the other Party is in liquidation; or (c) claims against the other Party are subject to attachment and the corresponding order is not lifted within two weeks.
12. Data protection
Both Parties are obliged to comply with applicable data protection laws. In general both Parties are considered separate controllers under Art. 4 (8) GDPR.
Insofar as the Customer enters personal data on the platform for the processing by Scoutbee, 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 Data Processing Agreement shall be provided by Scoutbee upon Customer’s request at firstname.lastname@example.org .
With respect to the personal data of third parties, such as suppliers, 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, authorised users and agents accordingly.
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 Data Processing Agreement mentioned in Subsection 2 remains unaffected.
Each Party shall keep confidential and shall not disclose to any person any information, whether in written or any other form, disclosed to it ("Receiving Party") by or on behalf of the other Party and/or companies affiliated with the other Party ("Disclosing Party") in the course of the discussions leading up to or the entering into or performance of this Agreement and which is identified as confidential or is clearly by its nature confidential including, but not limited to all personal data relating to Customers employees and customers pursuant to this Agreement ("Confidential Information"). However, the Receiving Party is entitled to disclose Confidential Information to employees at affiliated companies on a need-to-know basis.
Each Party hereby undertakes to the other Party to use the Confidential Information disclosed to it by or on behalf of the other Party solely in connection with the performance of this Agreement and not otherwise for its own benefit or the benefit of any third party.
Confidential Information does not include information which:
a. is or becomes generally available to the public otherwise than as a direct or indirect result of disclosure by the Receiving Party or a person employed or engaged by the Receiving Party contrary to their respective obligations of confidentiality; or
b. is or was made available or becomes available to the Receiving Party otherwise than pursuant to this Agreement and free of any restrictions as to its use or disclosure; or
c. is or was lawfully received free from restrictions from another third party having the right to furnish such Confidential Information and who had not received it from the Receiving Party; or
d. is or was developed by the Receiving Party independently from this Agreement; or
e. is or was approved for release in writing by the Disclosing Party.
Neither Party shall advertise or publicly announce, communicate or circulate the existence or terms of this Agreement or any association with the other Party without the prior written consent of the other Party.
This Section 13 shall continue in force for a period of three years from the actual termination date or expiry of this Agreement howsoever caused.
14. Changes to these Customer Terms
Scoutbee reserves the right to change or amend these Customer Terms in whole or in part with future effect for the following reasons: legal or regulatory reasons, security reasons, to further develop or optimise existing qualities of Scoutbee services and to add additional qualities, to adapt to technical progress and make technical adjustments and in order to guarantee the future functionality of the services provided by Scoutbee. Scoutbee will inform the Customer of any changes, communicating the specific content of the modified provisions with sufficient advance notice at least two weeks before the planned entry into force of the changes. The changes are deemed as accepted by the Customer if the Customer does not object to them within two weeks upon receipt of the notification. In the change notification, Scoutbee will separately inform the participant concerning the right of objection and the above-mentioned legal consequences of remaining silent.
15. Export controls
The Services may be subject to the export and import laws. The Customer agrees to comply with all applicable export and import laws and regulations. In particular, but without limitation, the Services may not be exported or re-exported (a) into any U.S. or European Union embargoed countries or (b) access or use any Service if Customer or Authorized User is named on (or directly or indirectly owned 50% or greater, in the aggregate, or otherwise controlled by, a person or persons named on) any U.S. government or other applicable restricted-party list; (c) place any information in the Services that is controlled under the U.S. International Traffic in Arms Regulations or other similar laws; or (d) access or use any Service for any purpose prohibited by the United States or applicable international import and export laws and regulations. By using the Services, the Customer represents and warrants that theCustomer is not located in any such country or on any such list. The Customer also agrees that the Customer will not use the Services for any purposes prohibited by applicable law.
16. Final provisions
If any provision in this Agreement is determined to be invalid or unenforceable by a competent court or governing body, such term shall be replaced with another term consistent with the purpose and intent of this Agreement, and the remaining provisions of this Agreement shall remain in effect.
The Customer grants revocable consent for Scoutbee to use its name, logo and other Customer characteristics free of charge for reference purposes, in particular on the homepage www.scoutbee.com and during public relations work and marketing campaigns. 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.
Excluding the payment obligations under the Agreement, neither Party will be responsible or liable for any failure to perform or delay in performing under this Agreement to the extent resulting from a Force Majeure Event.
Offers are binding for 14 days after submission, unless otherwise stipulated in the Order Form.
All declarations concerning this contractual relationship must be submitted in text form (e.g. e-mail, fax) unless otherwise agreed in this Agreement.
The following Sections shall survive the termination of each Service: 5, 8, 9, 10, 13, 15, 16.
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.
The place of fulfillment and sole place of jurisdiction for all disputes arising from the contractual relationship including these Customer Terms is Berlin, Germany. However, Scoutbee is entitled to bring legal action at the registered seat of the Customer.
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).