Terms of Service

Section 1: Scope of application

(1) These general terms and conditions (the "Terms") apply to all contracts between CITO GmbH, Hamburg, Germany (the "Provider"), and its customers regarding the use of the software-as-a-service platform Cernavio (the "Platform"). Cernavio is a brand of CITO GmbH.

(2) The offering is directed exclusively at entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law. Contracts with consumers within the meaning of Section 13 BGB are excluded. By registering or placing an order, the customer confirms that it is acting as an entrepreneur.

(3) Conflicting or deviating terms of the customer do not become part of the contract unless the Provider expressly agrees to their application in text form.

Section 2: Subject matter of the contract

(1) The subject matter of the contract is the provision of the Cernavio Platform for use via the internet. The Platform aggregates and curates sales opportunity signals from publicly accessible sources (including tenders, insolvency announcements, register information and news) and prepares them for the customer's sales team.

(2) Individual modules and functions of the Platform may be provided as beta versions or demos and are marked as such. Beta and demo functions are under development, may be limited in scope and availability, and do not give rise to any claim to permanent provision.

(3) The specific scope of functions results from the service description or the selected plan valid at the time the contract is concluded.

Section 3: Conclusion of the contract

(1) The presentation of the Platform and the plans on the website does not constitute a binding offer but an invitation to submit an offer.

(2) The contract is concluded when the Provider confirms the customer's order or enquiry in text form or begins to provide access, whichever occurs first.

(3) The Provider is entitled to reject contract offers without stating reasons.

Section 4: Scope of services and availability

(1) The Provider makes the Platform available at the transfer point (the data centre's outbound connection). The customer is responsible for its own internet connection and suitable end devices.

(2) The Provider aims for an availability of the Platform of 99 percent as an annual average. This excludes periods of scheduled maintenance, which is carried out and announced outside usual business hours where possible, as well as outages due to force majeure or circumstances beyond the Provider's control. A specific level of availability is not guaranteed.

(3) The Provider is entitled to develop the Platform further and to change or replace functions, provided the contractually agreed core functionality is maintained and the change is reasonable for the customer.

Section 5: Data sources, signals and no advice

(1) The signals provided on the Platform are based on automatically collected and processed information from publicly accessible sources. The Provider does not warrant the completeness, accuracy, currency or availability of this information or of the underlying sources.

(2) The Platform's signals, match scores, explanations and first-contact drafts are working aids for the customer's sales team. They do not constitute legal advice, tax advice, investment advice or any other form of advice and do not replace the customer's own review.

(3) Reviewing the signals, in particular before business decisions, before contacting third parties and before submitting offers, is the sole responsibility of the customer. The customer is also responsible for ensuring that any outreach to third parties based on the signals complies with the applicable legal requirements (such as competition and data protection law).

Section 6: Prices and payment

(1) The prices agreed at the time the contract is concluded apply. All prices are net prices plus the applicable statutory value added tax.

(2) The remuneration is due monthly in advance unless otherwise agreed. Billing takes place by invoice in electronic form.

(3) If the customer is in default of payment, the Provider is entitled, following prior notice, to suspend access to the Platform until the outstanding amounts have been settled. The obligation to pay the remuneration remains unaffected by the suspension.

Section 7: Term and termination

(1) The contract is concluded for an indefinite period unless otherwise agreed. It may be terminated by either party with one month's notice to the end of a calendar month.

(2) The right to extraordinary termination for good cause remains unaffected. Good cause exists for the Provider in particular if the customer, despite a reminder, is in default with the payment of at least two monthly fees or materially breaches these Terms.

(3) Terminations must be made in text form (email is sufficient). Access to the Platform ends when the contract ends; the customer is responsible for exporting any data it requires before the end of the contract, to the extent the Platform provides an export function.

Section 8: Obligations of the customer

(1) The customer shall keep its access credentials confidential, protect them from access by third parties and inform the Provider without undue delay if misuse is suspected. The customer shall ensure that only authorised users access the Platform within the agreed scope.

(2) The customer shall use the Platform only within the scope of the contract and applicable law. In particular, automated bulk extraction of the Platform, passing on access credentials to third parties and reselling the content without a separate agreement are prohibited.

(3) The customer is responsible for the data and content it stores on the Platform and shall ensure that they do not infringe the rights of third parties.

Section 9: Rights of use

(1) For the term of the contract, the Provider grants the customer the non-exclusive, non-transferable and non-sublicensable right to use the Platform and the content provided for its own business purposes within the agreed scope.

(2) All further rights to the Platform, the underlying software, the databases and the prepared content remain with the Provider or its licensors.

(3) Analyses exported from the Platform may be used internally by the customer. Systematic disclosure to third parties or publication of substantial parts of the content requires the Provider's prior consent in text form.

Section 10: Liability

(1) The Provider is liable without limitation for intent and gross negligence, for damage resulting from injury to life, body or health, under the provisions of the German Product Liability Act and within the scope of any guarantee it has assumed.

(2) In the event of a slightly negligent breach of a material contractual obligation (cardinal obligation), meaning an obligation whose fulfilment makes the proper performance of the contract possible in the first place and on whose observance the customer may regularly rely, liability is limited to the foreseeable damage typical for this type of contract.

(3) In all other respects, liability for slight negligence is excluded. The Provider's strict liability for defects already existing at the time the contract was concluded pursuant to Section 536a (1) BGB is excluded.

(4) For loss of data, the Provider is liable only to the extent that such loss would have been unavoidable even if the customer had carried out proper and regular data backups.

Section 11: Data protection

(1) The Provider processes personal data in accordance with the GDPR and the German Federal Data Protection Act (BDSG). Details are set out in the privacy policy at cernavio.com/en/privacy.

(2) Where the Provider processes personal data on behalf of the customer, the parties will conclude a data processing agreement pursuant to Art. 28 GDPR upon request.

Section 12: Changes to these Terms

(1) The Provider may amend these Terms with effect for the future, provided the amendment is reasonable for the customer taking into account the interests of the Provider. Amendments will be announced to the customer in text form at least six weeks before they take effect.

(2) If the customer does not object in text form within six weeks of receipt of the announcement, the amended Terms are deemed accepted. The Provider will specifically point out this legal consequence in the announcement. In the event of an objection, either party may terminate the contract with effect from the date on which the amendment was intended to take effect.

Section 13: Final provisions

(1) The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

(2) The exclusive place of jurisdiction for all disputes arising from or in connection with this contract is Hamburg, Germany, provided the customer is a merchant, a legal entity under public law or a special fund under public law.

(3) Should individual provisions of these Terms be or become invalid, the validity of the remaining provisions remains unaffected.