Terms of Use

1. Definitions and Scope

1.1. For the purposes of these General Terms and Conditions, the following terms shall have the following meanings:

1.1.1. The term “Agreement” means a service contract or other agreement between the service provider and the client, according to which the service provider provides services in accordance with the subject matter of the agreement for remuneration and/or transfers the ownership or usage rights to the work results.

1.1.2. “Services” refers to actions relating to:

the creation, modification or improvement of software, tools or models according to the client's requirements and in accordance with the agreement between the client and the service provider;
Integration and testing of the developed software (tools or models);
Resetting the developed software (tools or models), maintenance, technical support of the software;
Data analysis, data processing and consulting in the field of information technology and data analysis;
all other additional services in the field of computerization, the provision of which is agreed upon by the parties;
Review of the customer's business processes and services;
Technical support for the software.

1.1.3. “Service Provider” means Colobridge GmbH, a legal entity duly established and existing under German law, with its registered office at Scharfe Lanke 109-131, 13595 Berlin, Germany, which provides services under the brand name “Beinf”.

1.1.4. “Customer” means any legal person who orders or attempts to order the services of the service provider.

1.1.5. “Work Results” means all inventions, ideas, creations, discoveries, computer programs, models, source codes, works of authorship, data, developments, technologies, designs, innovations and improvements (whether patentable and protected by copyright), documentation, all information and materials, including but not limited to those created, conceived, created, written, designed or developed by the Service Provider alone or jointly with participating subcontractors during the term of the contract in accordance with the Client’s order accepted by the Service Provider.

1.1.6. “Customer data” means all data and metadata collected, used, processed, stored, created, derived or generated in connection with the activity of the Customer and/or the consumers of its services, including personal data as well as categories, dashboards, advertising and marketing data, consumer backend data, etc., provided by the Customer or with its assistance.

1.1.7. “Personal data” means any information relating to an identified or identifiable natural person. A natural person can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.

1.1.8. “Documentation” means all files in paper or electronic form, user manuals and all other written (including electronic) materials relating to the work product, including materials useful for its design and manufacture (e.g. logic manuals, flowcharts, operating principles, visualizations, instructions, reports).

1.1.9. “Confidential Information” means all information relating to the subject matter of this Agreement, the Client, or its customers, all copies and derivative works thereof, and all related intellectual property rights; all designs, concepts, scientific, algorithmic, and structural information; business and commercial information (such as financial and marketing information) of the parties; and information concerning research, development, product, marketing, and sales plans, business plans, budgets and unpublished financial statements, pricing strategies, licenses, prices and costs, suppliers, and customers, disclosed by another party in any form or on any medium, including written, physical, digital, oral, or visual form. All Confidential Information belongs to the disclosing party, is confidential, and constitutes its trade secret. Customer data is considered Confidential Information.

1.1.10. “Intellectual property rights” means patents, rights in inventions, copyrights and related rights, trademarks, company names and domain names, rights in trade dress, goodwill and the right to sue for unfair competition, design rights, database rights, rights to use and to protect the confidentiality of confidential information (including know-how) and all other intellectual property rights, whether registered or not, including all applications and rights to apply for and be granted, renewed or extended such rights, as well as rights to claim priority of such rights and all similar or equivalent rights or forms of protection that now or in the future exist or will exist in any part of the world.

1.1.11. “Subcontractors” are legal entities or natural persons who are engaged by the Service Provider to provide the services or to carry out the work related to the services under this Agreement.

1.1.12. “Term” refers to the duration of this agreement.

1.1.13. “Party” refers to the service provider or the customer, who are collectively referred to as “Parties”.

1.2. The General Terms and Conditions (hereinafter “GTC”) govern the provision of paid services by the provider to the customer and cover all services and all business relationships between the provider and the customer.

1.3. The application of the client's general terms and conditions is excluded, unless otherwise agreed in writing.

1.4. These General Terms and Conditions (GTC) apply to the relationship between the service provider and the customer, unless expressly stipulated otherwise in the contract. In the event of any conflict between the provisions of these GTC and the contract, the provisions of the contract shall prevail.

1.5. Any deviations from these terms and conditions are only valid if they have been expressly agreed upon in writing beforehand.

2. Ordering and conclusion of the contract

2.1. The service provider will provide the client with the services requested by the client. The service provider accepts the orders, and the client agrees to pay for these services. The parties will agree on the specific services, their prices, and delivery terms in a written contract. Inquiries regarding the provision of services can be made via:

Send an email to the following addresses:
Phone:
Fill out the application form on the website.

2.2. Customer inquiries (orders) regarding the services do not create any binding obligations for the parties, unless:

The parties conclude a written agreement; and
The order is expressly accepted by the service provider.

2.3. The service provider is entitled to engage subcontractors to perform the services without the prior written consent of the client. The service provider is fully liable for the actions and services of these subcontractors, just as for its own.

2.4. For the purpose of providing the services, the customer should provide the service provider, along with the request, with the data or access to it (including confidential information) necessary to assess the scope of the services in a manner specifically agreed upon by the parties (e.g., by using cloud storage or other systems).

2.5. Based on the information provided by the client regarding the scope of the desired services and work results, the service provider will submit an offer to the client, including the fee and the anticipated terms of service. If the client accepts the service provider's offer, the contract is concluded. These General Terms and Conditions become an integral part of the contract upon its conclusion.

2.6. The duration of the service provision will be agreed upon by the parties or determined by the service provider when submitting the commercial offer to the customer.

3. Diligence and cooperation

3.1. The service provider will make every effort to provide the services and to perform them with care.

3.2. The service provider is obliged to respond immediately to all reasonable and lawful requests from the client and to provide him with all information and indications regarding the progress of the service provision.

3.3. The parties conclude this contract as independent contracting parties. This contract does not establish a joint venture, partnership, agency relationship, or any other employment relationship between the parties. The parties conclude this contract as entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), as legal entities under public law, or as special funds under public law within the meaning of Section 310 Paragraph 1 BGB, but not in relation to consumers.

3.4. Neither party is authorized to enter into any financial or legal obligations on behalf of the other party, nor is either party authorized to enter into any financial or legal obligations on behalf of the other party, unless the other party has expressly agreed in writing or this agreement expressly stipulates otherwise.

3.5. The service provider shall ensure that the services are provided during the term of the contract by a sufficient number of the client's employees or by subcontractors involved in the provision of the services, who:

are bound by confidentiality agreements to the same extent as the service provider;
are appropriately qualified and experienced for the tasks assigned to them;
Comply with all applicable rules and regulations;
Customer data, including authorized access to this data and confidential information, may only be used for the purpose of providing the respective services and for no other purpose;
May not access customer data without the customer's prior authorization.

3.6. If the service provider is unable to fulfill the binding contractual terms for reasons beyond its control (impossibility of performance), it must inform the client immediately and simultaneously provide the client with the expected new completion date. If performance is not possible within the new date, the service provider is entitled to withdraw from the contract in whole or in part.

4. Fees and Payment Terms

4.1. In consideration for the services provided by the service provider, the client shall pay the service provider a payment agreed upon by the parties in the contract, which depends on the scope of the services ordered by the client (hereinafter referred to as “fees”).

4.2. Unless otherwise provided in a separate agreement, the service provider shall provide its services on the basis of a partial advance payment.

4.3. The currency of the contract and the currency of payment is the Euro.

4.4. Payment for the services rendered shall be made by bank transfer to the service provider's account within the period specified in the respective contract.

4.5. Subject to the provisions of the respective contract, the regularly provided services (such as technical support or maintenance of the customer's software or other regular services) are to be paid by the customer to the service provider within 14 (fourteen) days of the invoice date.

4.6. All bank charges and fees (including correspondent bank charges) in connection with the performance of the contract shall be borne by the client unless the parties agree otherwise in writing.

5. INTELLECTUAL PROPERTY AND CONFIDENTIALITY

5.1. Confidential Information.

The parties hereby agree not to disclose or make available confidential information disclosed by the other party to any person or organization other than their own employees who have a compelling need for such information, or to use it for purposes other than providing the services or gaining a commercial advantage over the other party without the other party's written consent.
The receiving party shall not disclose any of the confidential information, in writing or orally, to any person other than the directors, employees and professional advisors who are necessarily required to receive and examine the confidential information for the purpose of providing the services, without the prior written consent of the disclosing party, and shall ensure that those to whom the confidential information is disclosed observe and comply in every respect with the terms and conditions set forth in the agreement as if they were parties to the agreement.
The receiving party is obliged to protect the confidential information in the same way as its own confidential information.
The parties may not disclose the fact that a relationship exists between the parties to any person other than the managing directors, employees and professional advisors who, in the course of their work, necessarily have knowledge of it, without prior written consent.
The receiving party may be legally obligated to disclose confidential information to regulatory authorities authorized to obtain such information. In this case, the receiving party shall promptly notify the disclosing party of the authority's request or provide it with a copy thereof, unless prohibited by applicable law. The receiving party shall cooperate with the disclosing party to obtain an appropriate protective order or remedy. If disclosure occurs, it shall be limited to what is strictly necessary to enable the receiving party to comply with its legal obligations.
The receiving party shall mark all material confidential information as “confidential” and all intangible confidential information shall be marked and treated as such.
The recipient acquires no rights whatsoever to the confidential information, including any intellectual property rights.
Confidential information is the exclusive property of the disclosing party and may only be used to fulfill the contract. It may not be copied or shared except for the purpose of providing services or with the disclosing party's permission.
Upon fulfillment of a party's request, the receiving party is obligated to return all confidential information and/or materials reflecting confidential information that are in the possession or control of the disclosing party and to destroy all physical copies containing such confidential information.
After delivery, the recipient may not retain these materials, copies thereof, or any other material objects.

5.2. Customer data.

The customer provides the service provider with the customer data or grants them access to this data for use in providing the services under the following conditions:

The service provider is obliged to treat customer data confidentially in accordance with section 5.1 of this agreement.
The customer bears sole responsibility for the accuracy of their customer data. The service provider is not liable for the content of the customer data, particularly if it infringes the rights of third parties.
The customer guarantees that they own and process the customer data in accordance with applicable laws (including any requirements for the protection of personal data) and that they have the rights and all permissions to transfer this customer data to the service provider.
The service provider and/or any subcontractors retain or acquire no rights and/or claims to the customer data.
The service provider is not authorized to disclose customer data or access to such data to third parties, except to subcontractors entrusted with the provision of the services.
The service provider shall not be liable for the loss of customer data or the breach of confidentiality if this is due to negligence on the part of the customer, its affiliated parties and other third parties commissioned by the customer, other service providers (e.g. cloud storage providers or other systems (applications or tools) that the customer uses to store the customer data or to transfer it to the service provider).

5.3. Work results. The service provider grants the client the right to use the work results as specified in section 5.5. The client may, at their own discretion, make changes, deletions, or additions to the work results once they have been provided to them exclusively for their personal use.

5.4. The service provider shall ensure that all employees, subcontractors and all parties contributing to or otherwise involved in the provision of the services enter into appropriate agreements with the service provider or otherwise grant the client the right to use the work product as specified herein.

5.5. Subject to the terms and conditions agreed upon by the parties in the contract, the service provider grants the client a non-exclusive license to the intellectual property rights relating to the work product, which grants the client the following rights:

the client's right to use the work result;
Duplication of work results;
public demonstration and presentation of the work results;
Creation of versions, adaptations, arrangements and similar changes to the work product for the client's personal use;
including work results as part of other intellectual property objects.

5.6. Termination effect. Upon termination of the contract, the service provider is obligated to do the following within five (5) business days from the date of termination:

to return to the customer all confidential information, including all customer data, that he has received or acquired directly or indirectly on his behalf and/or at his expense within the scope of this agreement.
With the customer's permission, to destroy confidential information or customer data in accordance with the customer's express instructions if a return is not possible.

5.7. Survive. The provisions of this Section 5 These provisions shall remain valid even after termination of the contract, unless otherwise stipulated in the contract.

6. Data protection and information security

6.1. Data Protection. In the course of providing services, the service provider may receive personal data in the form of information about an identified or identifiable natural person, which is processed or controlled by the client. The service provider guarantees that it has implemented appropriate technical and organizational measures against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access, as well as appropriate security programs and procedures to ensure that unauthorized persons do not gain access to the personal data and that all persons to whom it grants access to the personal data maintain the confidentiality and security of the personal data.

6.2. The client guarantees that it processes personal data in accordance with applicable laws, has all legal bases for data processing in accordance with EU Regulation 2016/679 (General Data Protection Regulation or “GDPR”), including the transfer of data to the service provider, and that it complies with all requirements of the GDPR (where applicable) and properly safeguards the rights of data subjects.

6.3. The service provider processes the personal data of other data subjects that it receives from the client within the framework of the client data, including the personal data of the client's contact persons, in accordance with its privacy policy, which can be accessed at http://beinf.ai/policy.

6.4. If, in the course of providing services, the service provider acts as a processor of the client's personal data, it will process this data exclusively in accordance with the client's documented instructions, unless required by applicable laws to which the service provider is subject. The service provider will only grant access to the personal data processed on behalf of the client to persons under its supervision and bound by confidentiality, and only when absolutely necessary.

6.5. Internal transfers of personal data are carried out exclusively in accordance with Chapter V of the GDPR.

7. TERM AND TERMINATION OF THE CONTRACT

7.1. Term of the Agreement. Unless expressly stated otherwise in the Agreement, the Agreement shall enter into force on the date of its signature in writing and shall be valid for a period of one year (the „Initial Term“). It shall automatically renew for successive one-year periods (each a „Renewal Term“) unless either party gives notice of termination in writing 30 days prior to the expiry of the Initial Term or prior to the expiry of any Renewal Term.

7.2. Termination. The contract may be terminated prematurely by mutual written agreement of the parties.

7.3. Upon termination of the contract, the service provider is obliged to deliver to the client without delay all work results (regardless of whether they are complete or incomplete) in accordance with clause 5.7 of this contract.

8. Compensation

8.1. The service provider shall be solely liable for all claims, actions, judgments or legal disputes brought by third parties against the customer and which are based on the services provided by the service provider, and undertakes to indemnify and hold harmless the customer, its legal successors and assignees from these.

8.2. The customer shall be solely liable for all claims, actions, judgments or legal disputes brought by third parties against the service provider and shall indemnify the service provider, its legal successors and assigns against all claims, actions, judgments or legal grounds arising from the use of customer data or the fulfillment of instructions and requirements transmitted by the customer to the service provider.

8.3. Each party further agrees to indemnify and hold harmless the other party, its successors and assigns from any loss or damage arising out of any misrepresentation or failure to perform any representation, responsibility, obligation or agreement by that party, and from any actions, suits, proceedings, demands, fees, penalties, judgments or other legal disputes brought against the other party in connection with or as a result of the activities of the other party, and each party shall bear the reasonable attorneys' fees, other costs and expenses associated therewith.

9. Combating bribery and corruption

9.1. Each party warrants to the other that it will comply with all applicable laws, rules and regulations throughout the entire term of this agreement and that it will not use the funds to be provided under this agreement for activities prohibited under the laws of the United Nations, the European Union or other applicable laws, or that it will make available the funds received under this agreement to any person, company or entity that has been designated by the United Nations, the European Union or other applicable sanctions laws as the target of an asset freeze or other restrictive measures.

10. Representations and Guarantees

10.1. The service provider warrants and guarantees the following:

It is a properly established/registered, legally existing company that enjoys a good reputation according to the laws of its place of establishment/registration;
It has all the necessary corporate powers, financial resources and authority to execute, perform and fulfill its obligations under this contract;
It undertakes to comply with all applicable laws and regulations and to obtain all necessary permits, rights and licenses in connection with its obligations under this contract.

10.2. The client warrants and guarantees the following:

He/She has all the necessary powers, financial resources and authority to execute, fulfill and transmit the obligations arising from this contract;
He/She agrees to comply with all applicable laws and regulations and to obtain all necessary permits, rights, and licenses in connection with his/her obligations under this contract.;
The provision of services and all other work performed by the service provider under this contract using customer data and in accordance with the customer's requirements must not infringe any third-party rights, including the requirements of data protection regulations, copyrights, patents, trade secrets or other intellectual property rights.

11. Miscellaneous

11.1. Severability Clause. Should any provision of these Terms and Conditions be invalid for any reason, the parties shall, to the extent possible, amend the contract to reflect the parties' intentions, rather than declaring the contract void. In any event, all other provisions of these Terms and Conditions shall remain in full force and effect and shall be enforceable.

11.2. Notices. All notices and requests required or permitted under these Terms and Conditions and the Agreement must be in writing or electronic form and shall be deemed delivered as follows: (a) in the case of notices sent by email or other electronic means, on the day the recipient acknowledges receipt by replying (an automated reply shall not be deemed an acknowledgement of receipt), or (b) in the case of notices delivered in person or by courier, on the day of receipt.

11.3. No Waiver. The failure of either party to enforce any provision of these Terms and Conditions or any related right shall in no way be deemed a waiver of such provision or right. A party's waiver of any breach of these Terms and Conditions shall not be deemed a waiver of any other, earlier or subsequent breach.

11.4. No third-party beneficiaries. These Terms and Conditions are binding solely for the benefit of the contracting parties (and their respective legal successors and assigns) from the date of conclusion of the contract. Nothing in these Terms and Conditions creates rights, benefits, or remedies of any kind for third parties.

11.5. Assignment. The parties may not assign, transfer or delegate their rights and obligations under this contract, either wholly or in part, without the prior written consent of the other party (except for the engagement of subcontractors to perform this contract).

11.6. Amendments. The service provider is entitled to unilaterally amend these Terms and Conditions. The amendments to the Terms and Conditions will be sent to the customer, at the service provider's discretion, by mail, email, or courier service, along with the effective date. If the effective date of the amended Terms and Conditions is not specified in the manner described above, the amended Terms and Conditions will come into effect 30 calendar days after their delivery to the customer. The amendment to the Terms and Conditions will not affect the service fee, the terms of service provision, or any other agreements made in a separate agreement between the parties.

12. APPLICABLE LAW AND JURISDICTION

12.1. Applicable Law. These Terms and Conditions and the contract concluded on the basis of these Terms and Conditions are governed in all respects by German law and shall be construed accordingly. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded. The contract language is English.

12.2. Jurisdiction. All disputes and disagreements arising out of or in connection with these General Terms and Conditions and the agreement with the customer or their interpretation shall be decided exclusively by the Regional Court of Charlottenburg in Berlin, unless the applicable law provides otherwise.