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TERMS AND CONDITIONS FOR THE USE OF THE SOFTWARE PLATFORM RELOK.IO

TERMS AND CONDITIONS FOR THE USE OF THE SOFTWARE PLATFORM RELOK.IO

  1. PREAMBLE
  2. CONCLUSION OF CONTRACT
  3. DURATION AND TERMINATION
  4. PRICES, TERMS OF PAYMENT AND PAYMENT METHODS
  5. SERVICES AND CHANGE OF VERSIONS, TEST VERSION
  6. ACCOUNT MANAGEMENT
  7. PROJECT, PRODUCT AND SERVICE CONTENT
  8. AVAILABILITY AND DISRUPTIONS
  9. COOPERATION SERVICES OF THE CUSTOMER
  10. REPRESENTATIONS, WARRANTIES AND OBLIGATIONS
  11. DATA PROTECTION AND CONFIDENTIALITY
  12. DISCLAIMER OF WARRANTY
  13. LIMITATION OF LIABILITY
  14. PROVISIONS
  15. RESERVATIONS OF RIGHT TO CHANGE
  16. FINAL PROVISIONS
  1. PREAMBLE

1.1 Relok UG (haftungsbeschränkt) (hereinafter "We", "Relok") offers a web-based software platform (hereinafter "Platform") for the procurement of products and services in the construction industry on the website relok.io. These terms and conditions govern the use of the Platform and constitute a contract between Relok and the legal entity represented by you (hereinafter "you", "Customer(s)").

1.2 Deviating terms and conditions of the Customer shall not apply to contracts unless Relok expressly agrees to their application in writing.

  1. CONCLUSION OF CONTRACT

2.1 The offer provided on relok.io to use the platform designated and described therein does not constitute a binding offer by Relok.

2.2 You may choose between the offered platform versions with different scope of functionalities.

2.3 For the preparation of an offer and the conclusion of a contract, you must select the corresponding version and confirm the selection. By confirming the creation of the user account, you first submit a binding offer to conclude a contract for the paid or free use - depending on the selected version - of the platform. Relok can accept this offer by setting up and granting access to the user account or by sending a message to the specified e-mail address with the access data for the set-up user account.

2.4 For the conclusion of a contract for the paid use of the Platform as Enterprise Version, Relok will prepare a corresponding individual offer in writing or text form upon request, which you accept by confirmation in text form, writing or orally, but no later than by payment of the first invoice.

  1. TERM OF CONTRACT AND TERMINATION

3.1 Contracts for the paid use of the platform with monthly billing have a minimum term of one month. After expiry of the minimum term, the contract shall be extended by extension periods of one month each, unless you terminate the contract before the start of an extension period.

3.2 In the case of contracts for the paid use of the platform with annual billing, a minimum term of one year shall apply. After expiration of the minimum term, the contract shall be extended by renewal periods of one year each, unless you terminate before the start of a renewal period.

3.3 Relok has the right to terminate contracts for the paid use of the platform with monthly billing with a notice period of two weeks.

3.4 Relok has the right to terminate contracts on the fee-based use of the platform with annual billing with a notice period of four weeks.

3.5 Relok has the right to terminate contracts on the free use of the platform with a notice period of one week.

3.6 The right of both contractual partners to terminate for cause remains unaffected.

3.7 The termination must be made in text form. When the termination takes effect, the owner account and all associated user accounts of the customer shall be blocked.

  1. PRICES, TERMS OF PAYMENT AND PAYMENT METHODS

4.1 The prices stated at the time of the order shall apply as shown on the website of Relok or in the electronically provided price list. The prices or user fees stated there are monthly net prices in EUR and are exclusive of the statutory value added tax at the applicable statutory rate, if applicable.

4.2 Relok offers different versions of the platform. The amount of the user fees for the use of the Platform depends on the price class for the selected version of the Platform, the selection of optional functionalities and the number of created User accounts. Relok registers newly created user accounts and calculates the monthly usage fee based on them. All days with partial use of the services are rounded up to a full day of service use when calculating the fee. In the case of monthly billing, the billing period begins on the day of conclusion of a contract for fee-based use of the platform via the owner account and ends after the expiration of one month. Payments for contracts for fee-based use of the platform shall be made monthly by invoice or SEPA direct debit mandate. The account will be debited on the due date. An invoice shall be sent to the Customer by Relok in electronic form by e-mail.

4.3 In case of default of the Customer, if no payment has been made even after expiration of a deadline set to the Customer of one calendar week after the due date, Relok is entitled to immediately block the Customer's access to the Platform. Relok will inform the customer in advance about this blocking by setting a further deadline of one calendar week. In this case, the Customer remains obligated to continue to pay the agreed remuneration plus any default interest. Any damages caused to the customer by the blocking for this reason cannot be asserted against Relok. Furthermore, Relok has no right to block access to the platform. Furthermore, in case of default, the statutory provisions of §§ 286, 288 BGB (German Civil Code) or other relevant statutory provisions shall apply.

  1. SERVICES, CHANGE OF VERSIONS, TEST VERSION

5.1 For the term of a contract, Relok shall provide the Customer with access to the version of the platform offered on relok.io and selected by the Customer as "Software-as-a-Service" via the Internet. The functional scope of the selected version results from the description on the website of Relok or from the electronically provided function list. Further services are not subject matter of a contract on the use of the platform. Such further services may be provided by Relok on the basis of a separate offer.

5.2 In principle, you can switch between the offered versions of the platform at any time with effect from the time of the changeover of the customer access by Relok.

5.3 Customers with a contract for the paid use of the platform with monthly billing can request this change of version by mail.

5.4 If you sign up for a free trial access, Relok will provide the Platform to the Customer free of charge for testing purposes until either the end of the free trial period has been reached or a termination of the trial access has been made by Relok at its sole discretion. Additional terms and conditions for Trial Access, if any, will be displayed on the Trial Access sign-up page. These additional terms and conditions constitute a part of this Agreement by reference and are legally binding. Any data entered by Customer during the Trial Period and any configurations or customizations made by or for Customer will be permanently lost unless they enter into a Paid Use Agreement.

  1. ACCOUNT MANAGEMENT

6.1 User account: The use of the platform requires the creation of a user account. To create the user account, the required login data must be provided and a password must be set.

6.2 Owner Account: An organization has an owner account with Relok when a natural person associated with the organization creates the first user account and thus registers the organization. This natural person may invite others to participate in the organization's owner account. Each additional user acting on behalf of the organization and participating in the organization's owner account must create a new user account belonging to and associated with the organization's owner account.

6.3 Administrator account: Each owner account is also an administrator account. Administrators have the ability to invite other users to participate in the owner account and to manage, maintain, or close user accounts and projects. Administrators are responsible for inviting only individuals who belong to the customer's organization and are authorized to act on behalf of the organization to create a user account associated with your organization's owner account. If a User with a User Account associated with your Owner Account leaves your Organization and is no longer authorized to act on behalf of your Organization, you are solely responsible for removing that User's User Account from the Organization's Owner Account. Relok shall have no liability - and you shall be solely responsible - for any actions taken prior to removing the User's account from the Organization's Owner Account.

6.4 Account Management: You are responsible for all actions taken through your organization's owner account and any associated user accounts, whether taken by you, your employees, or a third party (including your subcontractors or agents). Except to the extent caused by a breach of these Terms and Conditions by Relok, Relok is not responsible for any unauthorized access to your Owner Account or User Accounts. You are solely responsible for maintaining the security of your password. You may not disclose your password to any third party (other than a third party to whom you have authorized use of your Owner Account or any related User Account in accordance with these Terms and Conditions), and you are solely responsible for any use of or action taken using your password. You will notify Relok immediately if you believe that an unauthorized third party is using your Owner Account or related User Accounts, or if the data in your Owner Account or related User Accounts is lost or stolen.

  1. PROJECT, PRODUCT AND SERVICE CONTENT.
    Through the Platform, Construction Service Providers, Subcontractors, Suppliers and other entities such as Project Developers may upload or self-generate through the Platform data and information such as service specifications, service descriptions, documents, messages, feedback and other content, including quotes, product and service listings.
    This also includes data and information relating to the submission of requests for proposals, the response to requests for proposals (Quotes) and the commissioning of requests for proposals (Orders) between Platform Users.
    You are solely responsible for the project, product and service content you submit or create, and we have no obligation to review it. In addition, Relok does not act as an agent or representative for any party submitting or responding to a Request for Proposal or otherwise using the Services. We keep your Project Content confidential and do not share it with third parties, except as follows:
    We share certain Project Content with other third parties who have been authorized by you to access the Project Content. For example, if you request bids in response to a Request for Proposal, suppliers and subcontractors who are invited to submit bids may access your Request for Proposal. If you are a supplier or subcontractor, your responses to a Request for Proposal will be made available to the requesting contractor who issued the Request for Proposal.
    Certain features or areas of the Site may allow users to create public profiles or post information - such as service and product listings - photos, videos, text and other materials for all other Platform users. Please note that this content is not considered confidential and is available to any person who has a user account.
  1. AVAILABILITY AND DISRUPTIONS

8.1 Relok guarantees a 95% availability of the "Software-as-a-Service" provided as a web-based platform on an annual average. Excluded from this are times in which the server cannot be reached due to other technical problems - which are not within the sphere of influence of Relok (in particular force majeure, fault of third parties). Also excluded are planned maintenance works (e.g. updates of the platform), which are either outside the usual business hours from Monday to Friday (taking into account public holidays at the Berlin location) between 9:00 a.m. and 6:00 p.m., or which were announced in advance according to section 8.2.

8.2 Relok is entitled to interrupt the availability of the Platform for maintenance purposes and due to other technical requirements. As far as possible, the maintenance work shall be carried out outside the usual business hours from Monday to Friday (taking into account public holidays at the Berlin location) between 9:00 and 18:00. If a maintenance measure will lead to an interruption of the use of the Platform of more than 30 minutes within the usual business hours from Monday to Friday (taking into account the public holidays at the Berlin location) between 9:00 a.m. and 6:00 p.m., Relok will announce this maintenance work by e-mail. The announcement will be made at least 24 hours in advance. At the customer's request, the announced maintenance work can be postponed, provided that this is justifiable from Relok's point of view for technical and economic reasons.

8.3 Disruptions of the system availability must be reported immediately after they become known. Relok will endeavor to ensure a response time for the start of the fault clearance of four hours for reports of disruptions of the system availability that lead to a total failure of the platform and that are received within the support hours (Monday to Friday between 9:00 a.m. and 6:00 p.m., taking into account public holidays at the Berlin location). In the case of minor faults that do not lead to a total failure of the platform and occur during ongoing operation, Relok will endeavor to respond no later than one working day after receipt of the fault report.

8.4 In case of fault reports received outside the support hours, the fault clearance shall start on the following working day. Delays in fault clearance for which the Customer is responsible (e.g. due to the unavailability of a contact person on the Customer's side or delayed reporting of the fault) shall not be counted towards the fault clearance time.

  1. COOPERATION OBLIGATIONS OF THE CUSTOMER

9.1 The following cooperation services are primary obligations of the customer and are not to be classified solely as secondary obligations or duties.

9.2 The customer is solely responsible for the content and data processed with the platform. You hereby undertake to use the platform of Relok only in accordance with the contract and within the scope of the applicable legal provisions and not to infringe any rights of third parties in the course of such use. You will inform Relok immediately, if possible in writing, about:

(i) misuse or suspicion of misuse of the contracted service;

(ii) a risk or suspicion of a risk to compliance with data protection or data security that arises in the course of the provision of the contractually agreed service;

(iii) a danger or suspicion of a danger for the service provided by Relok, e.g. due to loss of access data or hacker attack.

9.3 You are obliged to ensure the technical requirements yourself.

9.3.1 The connection to the Internet in sufficient bandwidth and latency is the responsibility of the customer.

9.3.2 For an optimal use of the offers and functions of Relok, you will use the browser types Google Chrome, Microsoft Edge or Mozilla Firefox in their respective current version. In addition, the use of cookies must be permitted in the settings in the browser used. If you do not meet the technical requirements, there may be restrictions on the usability of the services of Relok. Relok is not responsible for these restrictions.

9.3.3 You are responsible for taking state-of-the-art IT security measures within your own organization and for its employees.

9.4 You are responsible for the technical setup and administration of all accounts yourself. This applies regardless of whether Relok supports you in setting up the accounts, in whatever form.

9.5 You are obligated to inform Relok immediately in text form of any service disruptions that occur (defects in the services, lack of availability) and to provide comprehensible information on any service disruptions that occur. You shall support Relok to a reasonable extent in the identification and elimination of errors in the event of occurring service disruptions. Relok is entitled to show the Customer temporary error bypass options and to eliminate the actual cause later by making adjustments to the platform, provided that this is reasonable for the Customer.

  1. REPRESENTATIONS, WARRANTIES AND COVENANTS
    You represent, warrant and covenant that:

(i) you are using Relok for business purposes.

(ii) your organization is properly organized, validly existing, and commercially sound in the jurisdiction in which your organization is incorporated,

(iii) the individual entering into these Terms and Conditions on behalf of your organization has the authority to bind you to these Terms and Conditions

(iv) you have the right and authority to enter into these Terms and Conditions, to perform your obligations under these Terms and Conditions, and to grant the rights, licenses, and authorizations contemplated hereby,

(v) all information you provide or make available to Relok or its affiliates is accurate and complete at all times; and

(vi) all users using business functions on behalf of your organization are authorized to do so.

  1. DATA PROTECTION AND CONFIDENTIALITY

11.1 Relok collects and uses the personal data of the Customer only within the framework of the applicable legal provisions.

11.2 Relok respects the privacy of its users. The privacy and security precautions are described in the Privacy Policy. You should read the Privacy Policy before using the Site or Services or providing any personal information to Relok. Your use of the Site and Services constitutes your acceptance of the Privacy Policy.

  1. DISCLAIMER OF WARRANTY
    Relok makes no warranties or representations as to the accuracy of the product and service information provided. To the fullest extent permissible pursuant to applicable law, Relok disclaims all warranties, express or implied, including, but not limited to, warranties of merchantability and fitness for a particular purpose or non-infringement of intellectual property rights. Relok also disclaims liability for claims arising from misuse, mis-selection, modification or misapplication of the Products or the Services.
  1. LIMITATION OF LIABILITY

13.1 Under no circumstances shall Relok be liable for incidental, special, exemplary, punitive, exemplary damages or consequential damages, including, but not limited to, loss of profits resulting from products or services procured through the Platform, even if Relok has been advised of the possibility of such damages.

13.2 Relok shall be liable without limitation to customers with a contract for the use of the Platform for a fee for damages arising from injury to life, limb or health, as well as for other damages based on an intentional or grossly negligent breach of duty as well as fraudulent intent. In addition, Relok shall be liable without limitation for damages covered by liability under mandatory statutory provisions in the case of contracts for the use of the Platform for a fee, such as in the case of the assumption of guarantees.

13.3 In the event of slight negligence, Relok shall only be liable for damages caused by Relok in the case of contracts on the fee-based use of the platform and which are attributable to such essential breaches of duty that endanger the achievement of the purpose of this contract or to the breach of duties, the fulfillment of which only enables the proper execution of the contract and on the compliance with which the Customer may rely. In these cases, the liability of Relok shall be limited to the contract-typical foreseeable damage.

13.4 Liability for the slightly negligent violation of insignificant secondary obligations is excluded.

13.5 For customers with contracts for the free use of the platform, Relok is only liable for damages that are based on intent or gross negligence.

13.6 The limitations of liability of clauses 13.1 to 13.5 also apply to claims against executives, employees, other vicarious agents or subcontractors of Relok.

  1. SUGGESTIONS.
    Should you choose to provide any suggestions, comments, ideas, improvements or other forms of feedback or materials to Relok in connection with or relating to the Platform, Relok shall be free to use, publish, reproduce, modify, license, transmit or otherwise distribute and commercially exploit any of the foregoing information or materials in any manner it chooses.
  1. RESERVATIONS OF RIGHT TO CHANGE
    We may change these Terms and Conditions, and any aspect of Relok, in our sole discretion and without notice. From time to time, Relok may, in its sole discretion, enhance the benefits or features of Relok. If any modification to these Terms and Conditions is found to be invalid, void or for any reason unenforceable, that provision shall be deemed severable from the other provisions and shall not affect the validity and enforceability of any remaining modifications or conditions. Your continued use of the Platform following any amendment to these Terms and Conditions constitutes your acceptance of such amendment. If you do not agree to any changes, you must close your Owner Account and your associated User Accounts.
  1. FINAL PROVISIONS

16.1 If individual provisions of the General Terms and Conditions have not become part of the contract in whole or in part or are invalid, the remainder of the contract shall remain valid. If the provisions have not become an integral part of the contract or are invalid, the content of the contract shall be governed by the statutory provisions.

16.2 The contractual relationship existing between the contracting parties shall be governed exclusively by the laws of the Federal Republic of Germany to the express exclusion of the UN Convention on Contracts for the International Sale of Goods. The exclusive place of jurisdiction for all disputes arising from and/or in connection with this contractual relationship between Relok and the Customer shall be, to the extent legally permissible, the place of business of Relok.

April 2021

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