General Terms and Conditions

find German version below

Content

1. Scope

1.1 eco.mio GmbH, Alexander-Schmoll-Str. 16, 82031 Grünwald (hereinafter referred to as “eco.mio”) operates a business-to-business software-as-a-service Web App which allows business customers to reach their climate targets while realizing significant cost savings by incentivizing employees to travel consciously.

1.2 These Terms of Service (hereinafter referred to as “Terms”) regulate the contractual relation between eco.mio and its business Customers. They apply in connection with the individual contract concluded between eco.mio and the Customer or, if such a contract has not been concluded or is ineffective, independently.

1.3 These Terms shall apply exclusively. Differing, conflicting or additional terms and conditions on the part of the Customer shall only become part of the Contract to the extent to which eco.mio has expressly agreed to their validity in writing. This requirement for agreement shall apply even if eco.mio unreservedly begins providing the services despite being aware of the Customer’s own general terms and conditions.

2. Definitions

2.1 The capitalized terms used in these Terms shall have the meanings as defined in this Clause 2

2.2 “Authorised Users”, or “Users” means the Customer’s employees, collaborators and third parties who are authorised to use the SaaS Services via the access of the Customer within the scope of the rights of use acquired by the Customer.

2.3 “GDPR” means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC.

2.4 “Individual Contract” means the SaaS contract concluded between the Customer and eco.mio for the provision of SaaS Services and/or Additional Services.

2.5 “Customer” means eco.mio’s contractual partner named in the Individual Contract.

2.6 “Customer Data” means all information and data as well as other content and information that the Customer provides to eco.mio in connection with the use of the SaaS Services.

2.7 “Web App” means the software-as-a-service web application operated by eco.mio.

2.8 “SaaS Services” means the SaaS-based services provided by eco.mio via the Web App and Online Booking Tool Extension by means of a software-as-a-service solution, including customer information and retention services.

2.9 “Online Booking Tool Extension” (OBT Extension) means the software-as-a-service add-on operated by eco.mio and accessible via an active Browser Extension on the registered Online Booking Tool of the Contractual Partner.

2.10 “Travel data” means all information and data provided by users, the Customer’s organization or third parties. This data includes personal details (name, employee ID, job title, unit), contact information (e-mail address), work assignment locations, travel bookings and expenses (booking date, travel date, origin, destination, provider, time, cost, service class, tariff).

2.11 “Contract” is the Individual Contract including these Terms.

2.12 “Contractual Services” are the SaaS Services and/or Additional Services to be provided according to the Individual Contract.

2.13 “Confidential Information” means all information disclosed to one party by the other party, whether in writing, electronically or orally, digitally or in any other form, insofar as such information (a) involves the trade secrets protected under Sect. 2(1) of the German Trade Secrets Act (GeschGehG), and/or (b) relates to the business interests and affairs of the respective party or those of affiliated enterprises within the meaning of Sect. 15 of the German Stock Corporation Act (AktG) and is expressly marked as “confidential” or should be considered confidential due to the nature of the information or the circumstances of its disclosure. Confidential Information includes, but is not limited to, information relating to technologies, inventions, software and/or hardware, new products, intellectual property, know-how, marketing plans, financial situations, business strategies, business relationships, business plans, business calculations, pricing policy or personnel matters of one of the parties. Confidential Information also includes the content of the Individual Contract concluded between the Customer and eco.mio.

2.14 “Website” means the website operated by eco.mio, which is available at: www.ecomio.com.

2.15 “Additional Services” means the additional services, if any, to be provided by eco.mio under the Individual Contract.

2.16 “Force Majeure” means events or circumstances that could not have been foreseen at the time of Contract conclusion despite reasonable care, are beyond eco.mio’s sphere of influence, and could not have been avoided or overcome by reasonable measures on the part of eco.mio. In particular, these include but are not limited to: a) war and other military conflicts, terrorist attacks, civil war, riots, insurrections; b) currency and trade restrictions, embargoes; c) explosions and fires not caused by eco.mio; d) floods, earthquakes, typhoons and other natural disasters or extreme natural events; e) epidemics/pandemics and diseases; f) labour unrest not caused by eco.mio, such as industrial action; g) actions, failures to act or measures of a government or official orders; h) faults or failure of operating facilities (or parts thereof) not caused by eco.mio, which are necessary for the fulfilment of the Contract.

2.17 “Set-up Phase” means the period of time that is characterized by a project-based collaboration between eco.mio and the Customer to set up the SaaS-Web App to the preferences and requirements of Customer organization and underlying business processes.

3. Object of the Contract, Contract conclusion, amendments to the Terms

3.1 The object of the Contract is the provision of the SaaS Services commissioned by the Customer and agreed in the Individual Contract as well as the provision of further services, if and insofar as these are specified in the Individual Contract.

3.2 The contract on the use of the eco.mio software solution can be concluded in written or electronic form or by online registration on the Web App. The online registration shall be carried out by an employee authorised by the Customer. By completing the registration process or sending the contract, the Customer submits a legally binding application to eco.mio for the conclusion of a contract. However a legally binding, bilateral contract is only concluded when eco.mio expressly accepts this offer.

3.3 eco.mio reserves the right to amend or supplement these Terms and Conditions unilaterally with effect for the future. A unilateral Amendment may only be made insofar as it does not significantly disturb the contractual relations between eco.mio and the Customer and as it is made for valid reasons, such as new technical developments, changes in (case) law or other equivalent reasons. eco.mio shall inform the Customer about any amendments and supplements by notifying the Customer of the content of the amended or supplemented provisions in text form (e.g. by email) in advance and with a reasonable period of notice, but at least four weeks before the amendments/supplements are scheduled to take effect. However all amendments/supplements shall be deemed accepted by the Customer if it does not object to the amendments/supplements in text form within four weeks of receipt of the notification. If, however, the Customer objects in accordance with the previous sentence, the Contract shall continue to apply unchanged under the previous conditions. In its notice of the change, eco.mio shall point out to the Customer separately the Customer’s right of objection and the aforementioned legal consequences of not responding.

4. Scope of service, authority to change

4.1 eco.mio shall make the contractual SaaS Services available to the Customer for temporary use by means of remote access via the internet. For this purpose, eco.mio stores the Web App and Online Booking Tool Extension on a server which the Customer can access via an internet connection. The customer has no right to access the source codes of the Web App or interface provided by eco.mio.

4.2 The concrete scope of services and functions of the SaaS Services in terms of content and time frame as well as the scope of the other Contractual Services shall be specified in the Individual Contract.

4.3 This Contract covers neither the Customer’s connection to the internet and maintenance of the network connection, the procurement and maintenance of the Online Booking Tool, nor the procurement and provision of the hardware required for this on the part of the Customer. The Customer shall be obliged to create and maintain the technical prerequisites for access to the SaaS Services in its own area, at its own expense and risk (see Clause 8.2(A)).

4.4 eco.mio shall take suitable precautions against data loss and to prevent unauthorised access by third parties to Customer and Travel Data, as far as this is possible with reasonable financial and technical effort.

4.5 eco.mio continuously develops and enhances the SaaS Services, including the Web App and OBT Extension. eco.mio reserves the right to classify updates and extensions of the functional scope (e.g. the addition of modules) of the Web App and OBT Extension as a new product or upgrade and make them available to the Customer for an additional fee. Insofar as eco.mio provides such upgrades and extensions free of charge, the Customer shall have no legal claim to their provision. eco.mio shall inform the Customer about any discontinuation of the free services.

4.6 eco.mio reserves the right to make changes in order to adapt the Web App and OBT Extension, and SaaS Services to the state of the art, changes for optimization purposes (in particular to enhance user-friendliness), as well as changes to content, insofar as the latter are necessary to correct errors, for updating and completing content, for technically optimizing programs or for licensing reasons.

4.7If a change does not exclusively concern time-critical security updates, extensions of functions or not only insignificant components of the services to be provided by eco.mio, eco.mio shall notify the customer of the change in writing or in text form at least four weeks before it comes into effect. Upon reception of the notification Customer has the right to object to the change within a period of two weeks. The objection shall be in text form. In case of an objection, the contract shall continue to apply with the previous content. In this case eco.mio shall have the right to terminate the contract with a notice period of 4 weeks from the receipt of the objection.

4.8 eco.mio shall be entitled to engage subcontractors as vicarious agents for the provision of services at its own discretion. In the event that eco.mio involves subcontractors in the provision of services, eco.mio shall be responsible for ensuring that the subcontractors submit to the same data protection and confidential obligations as eco.mio.

5. User account, access data

5.1 The Customer and eco.mio shall take reasonable measures to limit the use of the Web App to the Authorised Users only.
If eco.mio offers a password protection for its SaaS Services, eco.mio shall shall provide the Customer with access data for the number of users agreed upon in the Individual Contract. For technical reasons, access data for a personal login will only be sent by email with an encrypted link. For this reason, the Customer must inform eco.mio of the corresponding email addresses of the Authorised Users. The access data is individualized and may only be used by the Customer concerned or the Authorised Users. The Customer shall instruct the Authorised Users to choose a sufficiently secure password and to keep their access data, including the password, secret and to protect this information against unauthorised access by third parties. For security reasons and to prevent misuse, eco.mio recommends that Customers change their passwords at regular intervals.

5.2 The sharing of access data and otherwise permitting or enabling the use of user accounts or the SaaS Services by third parties is strictly prohibited.

5.3 The Customer shall be obliged to inform eco.mio without undue delay if it is aware of or suspects misuse of access data or passwords. In the event of misuse or suspected misuse, eco.mio shall be entitled to block access to the Web App for individual Users until the circumstances have been clarified and the misuse has ceased. eco.mio also reserves the right to change the Customer’s or any User’s access data for security reasons; in such cases, eco.mio shall inform the Customer without undue delay. This shall not affect the assertion of further rights and claims by eco.mio, in particular claims for damages.

6. Availability of the SaaS Services (Service-Level Agreement – SLA)

6.1 During the Contract period, eco.mio shall provide the Customer with the SaaS Services with an availability of 98% (per calendar year). This means the availability of the SaaS Services at the handover point where the system interfaces with the internet.

6.2 Availability shall be calculated according to the following formula: Availability = (total time – total downtime) / (total time * 100 %). The following times shall not be considered when calculating the total downtime:

6.2.1 Periods of unavailability due to scheduled maintenance work on the Web App and OBT Extension, which is regularly carried out between 6pm and 10pm (CET), with a maximum downtime of 1.5 hours per week.

6.2.2 Periods of unavailability due to maintenance work carried out weekly on Tuesday and Friday 12am and 12.20am (CET).

6.2.3 Periods of unavailability due to planned activities to enhance, expand or renew the SaaS Services that are performed over the weekend.

6.2.4 Periods of unavailability of maximum one hour per week due to essential unscheduled maintenance work required to eliminate faults; if possible, eco.mio shall inform the Customer of this by means of a notice by email or via a notification on the Web App.

6.2.5 Periods of unavailability that are due to internet faults or other circumstances beyond eco.mio’s control, in particular Force Majeure.

6.2.6 Periods of unavailability that are due to the fact that the technical prerequisites on the part of the Customer for accessing the SaaS Services are not available or are temporarily unavailable, in particular in the event of faults or downtime of the Customer’s Online Booking Tool provider or own hardware.

6.3 In all cases of a downtime eco.mio will provide the Customer with a report within one week stating the reasons for the downtime and the type of solution to be adopted.

7. Support

7.1 Depending on the Customer’s choice, customer support shall be provided by the Customer Success Manager assigned to the Customer (by phone or email), or by eco.mio’s general email support (which is available at: support@ecomio.com). The Customer’s dedicated Customer Success Manager shall be informed about each support case and assist in finding a solution. Depending on the Customer’s requirements, customer support shall be available in German or English. eco.mio’s support services shall be available from Monday to Friday from 9am until 6pm (CET). This shall not apply on days that are public holidays in Bavaria and Switzerland, and on 24 and 31 December of each year. Requests received outside of these support hours shall be deemed to have been received during the next working day. All support requests shall be processed as quickly as possible and prioritized according to the following disruption severity levels:

7.1.1 First severity level:

a) The Web App or OBT Extension is down, OR
‍
b) Key component(s) of the eco.mio core product offering functionality is/are not working AND no workaround available

First Response Time: 16 Business Hours

7.1.2 Second severity level:

The use of the SaaS Services is considerably limited, as the main features of the SaaS Services are not available, BUT workarounds exist.

First Response Time: 24 Business Hours

7.1.3 Third severity level:

Non-core functionality is not working. Minor faults affecting non-essential features of the SaaS Services. The effect of the incident or problem does not directly impact the customer’s ability to use the SaaS.

First Response Time: 32 Business Hours

7.1.4 Forth severity level:

a) Customer experiencing incident or problem which is not level 1, 2 or 3 classified, OR
‍
b) Non-eco.mio solution specific problem

First Response Time: 40 Business Hours

7.2 eco.mio will use reasonable endeavours to resolve issues raised by the Client through the Helpdesk as swiftly as possible considering the severity of the incident, it being understood, however, that eco.mio cannot guarantee resolution times.

7.3 The support shall not include: general transfer of know-how, consulting and training or adaptation or customization of the Web App or OBT Extension and/or SaaS Services.

7.4 The standardized support specifications stated under section 7.1 do apply when the SaaS period within the Individual Contract gets into effect but does not apply during the period of Set-up.

8. Duties of cooperation on the part of the Customer

8.1 The Customer shall support the execution of the Contract by actively cooperating in an appropriate manner. In particular, the Customer shall be responsible for ensuring, at no charge, all prerequisites within its sphere of operation that are necessary for the proper provision of eco.mio’s services. This shall include, in particular, the conditions set out in the Individual Contract as well as those specified in the following Clauses 8.2 to 8.4.

8.2 The Customer shall be required

a) to create and maintain the technical prerequisites for access of eco.mio, its employees, or commissioned third parties to the SaaS Services in the customers area, particularly with regard to the hardware and operating system software used, the Online Booking Tool, connection to the internet and ensuring that its browser software is up to date and automatic updates of the Browser Extension is enabled;
b) to take the necessary precautions to secure its systems during the entire Contract period, in particular to use the standard browser security settings and to employ up-to-date protection mechanisms to guard against malware;

c) to ensure that the travel data is transferred to eco.mio on a weekly basis via the corresponding OBT API or, if not applicable, structured(expense) report.

d) to assign one of its employees as a contact person for eco.mio, who may be in charge of taking care of any internal problems that arise with respect to the Web App. The contact person shall be authorized to receive and issue declarations of intent in connection with the contract with eco.mio.

8.3 Notwithstanding eco.mio’s obligation to back up data according to Clause 4.4, the Customer shall be responsible for maintaining and protecting the Travel Data and undertakes to back these up regularly. Every data backup by the Customer must be carried out in such a way that the recovery of Travel data is possible at any time.

8.4 The Customer shall be required to inform eco.mio in text form about any service disruptions (service defects, lack of availability) without undue delay after becoming aware of them, at the latest on the following working day, as well as to provide eco.mio with clear and detailed information about the service disruptions, stating all information that could be useful for identifying and analysing the service disruptions. In particular, the Customer must specify the work steps which led to the occurrence of the defect as well as the appearance and effects of the defect. In the event of service disruptions, the Customer shall support eco.mio to an appropriate extent in identifying and eliminating errors.

8.5 The Customer shall be required to provide access to the OBT’s staging system for development purposes and inform eco.mio within due time about changes in the configuration of the production system and of the time said changes will be rolled out.

9. Further obligations on the part of the Customer, prohibited activities, indemnification

9.1 The Customer shall be required to use the SaaS Services provided by eco.mio only to the contractually agreed extent and for the contractually intended purpose and within the framework of the applicable legal provisions, and to refrain from all actions that could endanger or disrupt the functioning of the SaaS Services.

9.2 In particular, the Customer shall be obliged

a) to access the SaaS Services exclusively via the interfaces provided by eco.mio;

b) to ensure that its information and data transmitted via the SaaS Services are not infected with viruses, worms or Trojans;

c) not to use any devices, products or other means that serve to circumvent or overcome technical measures used by eco.mio for the prevention of unauthorised use;

d) not to use any web crawlers, robots, spiders, site search/retrieval applications or other automated means or comparable technologies to access the SaaS Services or to retrieve or evaluate content.

e) to ensure by internal instructions or similar measures that the Authorised Users do not use the Web App for fraudulent activities or any activities that are not in accordance with the individual contract or with these Terms and Conditions.

9.3 The Customer shall be obliged to inform the Authorised Users of the above provisions and to ensure compliance with them in general.

9.4 The Customer shall indemnify eco.mio against all claims asserted by third parties against eco.mio due to violation of their rights or due to rights infringements caused by content created or transmitted by the Customer using the SaaS Services. The Customer shall also bear the necessary costs of eco.mio’s legal defence in this regard, including court and lawyer fees. This indemnification shall not apply if the Customer is not responsible for the rights infringement. This shall not affect the assertion of further rights and claims by eco.mio, in particular the right of extraordinary termination for good cause and claims for damages.

10. Intellectual property, rights of use, naming of references

10.1 The Web App, OBT Extension and the SaaS Services, including the layout and the graphics used, the content as a whole as well as individual pieces of content including the system presentation texts, as well as the software code on which the SaaS Services, the OBT Extension and the Web App are based, may be protected in whole or in part by copyright or other intellectual property rights. All rights are exclusively reserved by eco.mio or eco.mio’s licensors. This shall not include the Customer’s Travel Data.

10.2 In particular, the Customer shall be prohibited from

a) reproducing, modifying, adapting, translating, decompiling, disassembling or deriving the Web App, OBT Extension or the SaaS Services, performing reverse engineering, or otherwise attempting to derive the source code underlying the SaaS Services or the Web App.

b) using, evaluating or displaying the Web App, OBT Extension or the SaaS Services in order to construct, modify or otherwise create a network environment, a program, an infrastructure or parts thereof with features comparable to those of the SaaS Services or the Web App. This shall not affect the mandatory legal regulations on permissible use pursuant to Section 69d para. 2 and 3 and Section 69e of the German Copyright Act.

10.3 In accordance with the Individual Contract and the following provisions, the Customer shall be granted the simple, non-exclusive, non-transferable right, limited to the duration of the Individual Contract, to access the SaaS Services using a browser and an internet connection and to use them for its own business purposes. This right of use shall be limited to the number of Authorised Users specified in the Individual Contract. eco.mio shall be entitled to take technical measures to prevent use beyond the permissible scope, in particular to install access barriers.

10.4 In its relationship with eco.mio, the Customer shall be entitled to all rights to the Customer and Travel Data provided by the Customer. However, the Customer shall grant eco.mio the irrevocable right, free of charge, to collect Customer and Travel Data in summary and anonymous form to the extent permitted by law, and to use this to create statistical reports and presentations, to provide and enhance the Web App, OBT Extension and SaaS Services, and to provide enhanced features. The Customer shall have no rights whatsoever to the aggregated data and results.

10.5 eco.mio shall be entitled to include the Customer in eco.mio’s reference list and to name the Customer in a suitable manner as a reference on the Website and in printed and digital marketing and advertising materials. For this purpose, the Customer shall grant eco.mio free of charge a non-exclusive, worldwide, non-transferable right to use the Customer’s company name and logo. If using the company name and/or logo is subject to particular requirements, the Customer shall inform eco.mio of these without request. The Customer shall be entitled to withdraw the granted right of use at any time, with effect for the future, by submitting a notification to that effect in text form.

11. Remuneration and payment, payment terms

11.1 The remuneration owed by the Customer for the Contractual Services shall be specified in the Individual Contract.

11.2 The remuneration for the Contractual Services shall be paid in advance for the service or billing period specified in the Individual Contract and the subsequent extension periods.

11.3 Unless otherwise expressly agreed in the Individual Contract, invoices issued by eco.mio shall be due for payment in full within 14 days after receipt by the Customer. eco.mio shall be entitled to send invoices to the Customer by email or to make them available to the Customer online.

11.4 Any set-off of claims by the Customer against claims of eco.mio shall only be possible to the extent to which the Customer’s claims are legally established or not disputed.

11.5 All prices are in euros and – unless they are expressly referred to as gross prices – do not include the value added tax (VAT) applicable at the relevant time. Unless expressly stated otherwise, the Customer shall be responsible for all other taxes and duties that apply to the sale and use of the SaaS Services and Additional Services. The Customer shall pay eco.mio for the SaaS Services and Additional Services without any deductions for such taxes and duties. If eco.mio is obligated to levy or pay such taxes and duties, eco.mio shall invoice the Customer for these taxes and duties, unless the Customer submits to eco.mio a valid exemption certificate issued by the competent tax office which states that no tax needs to be levied.

12. Restriction/blocking of the user account

12.1 eco.mio reserves the right to temporarily or permanently restrict the use of the SaaS Services of individual Users or to temporarily or permanently block the access to the SaaS Services of individual Users if

a) there is concrete evidence that any User has allowed or in any other way deliberately enabled an unauthorised third party to use the user account or the access data;

b) there is concrete evidence that a breach of one of the obligations under Clauses 9.1 and 9.2 has occurred;

c) there is concrete evidence of misuse, unauthorised or fraudulent use of the User account or such use is to be feared on the basis of concrete evidence;

d) the Customer fails to pay the remuneration owed within 30 days of the due date, despite a reminder;

e) the Customer repeatedly violates other provisions of these Terms despite a warning;

f) other circumstances exist that would entitle eco.mio to terminate the Contract for good cause according to § 314 BGB.

12.2 eco.mio reserves the right to temporarily or permanently restrict the Customer’s use of the SaaS Services or to temporarily or permanently block the Customer’s access to the SaaS Services of individual Users if

a) the Customer fails to pay the remuneration owed within 30 days of the due date, despite a reminder;

b) the Customer repeatedly violates other provisions of these Terms despite a warning;

c) other circumstances exist that would entitle eco.mio to terminate the Contract for good cause according to § 314 BGB.

12.3 When selecting measures according to Clause 12.1, eco.mio shall take into account its own operational requirements and liability risks as well as the legitimate interests of any claimants and the Customer (e.g. fault, weight of the breach of duty, risks, statement by the Customer) in an appropriate manner.

12.4 eco.mio shall inform the Customer without undue delay of any temporary or permanent restriction or blocking of its user account, stating the reasons.

13. Third-party applications and websites

The Website or the SaaS Services may contain hyperlinks to external applications and websites, over whose content eco.mio has no influence. Such hyperlinks are provided to the Customer for reference purposes only. eco.mio assumes no liability for external content.

14. Limitations of Liability

14.1 eco.mio shall only be liable without limitation for damages in case of intent and gross negligence on the part of eco.mio. With regard to damages caused by slight negligence, eco.mio shall only be liable in case of a breach of an essential contractual obligation. Essential contractual obligations are those obligations whose fulfilment make possible the correct execution of the Contract in the first place and on whose compliance the Customer may regularly rely. In the event of a breach of such an essential contractual obligation, the liability of eco.mio shall be limited to the damages typical for this type of contract which eco.mio could have foreseen at the time when the Contract was concluded based on the circumstances known at that time.

14.2 eco.mio shall be liable for the loss of data in accordance with the preceding paragraph only if and insofar as such a loss could not have been avoided by the Customer through appropriate data backup measures.

14.3 The aforementioned limitations of liability as well as all other limitations of liability contained in these Terms shall not apply in the event of the assumption of express guarantees, in the event of claims due to a lack of warranted characteristics, or to damages resulting from injury to life, limb or health. In these cases, eco.mio shall also be liable without limitation for slight negligence.

15. Force Majeure

15.1 If eco.mio is completely or partially prevented from fulfilling the Contractual Services due to Force Majeure, eco.mio shall be released from these obligations for the period and to the extent that Force Majeure prevents its performance.

15.2 As soon as eco.mio becomes aware of a situation involving Force Majeure that completely or partially prevents eco.mio from fulfilling the Contractual Services, eco.mio shall be required to notify the Customer without undue delay (“notification”) and, as far as reasonably possible, to provide the Customer with an estimate of the extent and the expected duration of its inability to perform within 10 working days. If the notification is not issued without undue delay, eco.mio shall only be released from its obligation to perform from the point in time when the notification is issued.

15.3 If eco.mio invokes Force Majeure, eco.mio shall make every economically reasonable effort to minimise the extent of the consequences caused by the Force Majeure for the Contractual Services. eco.mio shall regularly inform the Customer in an appropriate manner about the current status as well as the extent and the expected duration of the impediment to performance.

15.4 The Customer shall be released from its payment obligation to the extent that and for as long as eco.mio is prevented from fulfilling the Contractual Services due to Force Majeure. eco.mio shall refund the Customer any relevant amounts already paid.

15.5 If the delay due to force majeure in the sense of Art. 15 exceeds more than one month, the Customer shall have the right to terminate the respective individual order upon written notice.

16. Confidentiality

16.1 With regard to Confidential Information of the other party, each party shall be obliged to

a) keep such information strictly confidential and only use it in connection with the contractual purposes;

b) take appropriate confidentiality measures to secure such information against unauthorised access by third parties. This also includes technical security measures that take into account the state of the art (Art. 32 GDPR);

c) only disclose or pass on such information to those employees and bodies as well as commissioned service providers who or which need to know this information for the execution of the Contract, and who or which are subject to an obligation to maintain confidentiality that guarantees at least the same level of protection as this agreement;

d) not disclose or pass on such information to third parties, unless the third party is a financial or legal consultant or potential investor of the receiving party and the respective consultant or investor is subject to an obligation to maintain confidentiality that guarantees at least the same level of protection as this agreement or is already professionally bound to secrecy.

16.2 The confidentiality obligations under Clause 16.1 shall not apply to Confidential Information that can be proven to

a) have been known or generally accessible to the public before its communication or transfer or becomes known or generally accessible to the public at a later date, as long as there is no breach of a confidentiality obligation;

b) have been already known to the receiving party prior to disclosure by the disclosing party, as long as there is no breach of a confidentiality obligation;

c) have been developed independently by the receiving party without using or referring to the Confidential Information of the disclosing party;

d) have been handed over or made available to the receiving party by an authorised third party, as long as there is no breach of a confidentiality obligation; or

e) be required to be disclosed due to mandatory legal provisions or a decision of a court and/or an authority.

16.3 The confidentiality obligations under this Clause 16 shall remain in force for a period of 2 years after termination of the Contract.

17. Data protection

eco.mio shall process personal data of the Customer only in accordance with the documented instructions of the Customer and only for the contractually agreed purposes in accordance with Art. 28(3) GDPR and in accordance with the Data Processing Agreement concluded between the parties.

The Customer, as the controller in the sense of Art. 4(7) GDPR, shall be responsible for the legality of the collection, processing and use of Travel Data and for safeguarding the rights of its employees and suppliers. In particular, the Customer shall be responsible for A. obtaining from all data contributors the consent required pursuant to the relevant legal regulations, in particular the GDPR, prior to the collection, processing and transmission of Travel Data to eco.mio, unless it can prove that the processing is based on another legal basis; B. ensuring that the processing of Travel Data by the Customer does not violate any laws or the rights of third parties, including but not limited to intellectual property rights, data protection or publication rights, and does not conflict with the terms of the Customer’s privacy policy.

18. Contract term, consequences of termination

18.1 The beginning of the Contract, its duration and any ordinary rights of termination shall be regulated in the Individual Contract. This shall not affect the right of extraordinary termination.

18.2 eco.mio shall block the Customer’s access to the Web App und SaaS Services immediately after termination of the contractual relationship. eco.mio reserves the right to store Customer’s Travel Data and other content anonymously. The data will be used by the Machine Learning algorithm and for anonymous analysis.

19. Transfer of rights and obligations

19.1 With the exception of the provisions in Clause 19.2, neither party may transfer its rights and obligations arising from the Contract to a third party without the consent of the other party.

19.2 eco.mio shall be entitled to transfer the Contract in its entirety to an enterprise affiliated with eco.mio within the meaning of Sect. 15 of the German Stock Corporation Act (AktG) as well as to any other third party, provided that this other third party acquires eco.mio’s entire business or a substantial part thereof. eco.mio shall notify the Customer of a planned transfer at least four weeks in advance in text form. In the event of such notice of transfer, the Customer shall have an extraordinary right of termination at the time when the planned transfer takes effect. In the notice of transfer, eco.mio shall point out this right separately to the Customer. Notice of termination must be received by eco.mio in text form within 14 days after the Customer receives the notice of transfer.

20. Other provisions

20.1 The law of the Federal Republic of Germany shall apply.

20.2 The exclusive place of jurisdiction for all disputes arising from or in connection with the contract or with these terms and conditions shall be Munich, Germany.

20.3 If any provision of the Contract is found to be invalid, ineffective, or unenforceable, this shall not affect the validity, effectiveness and enforceability of the other provisions of the Contract. The parties undertake to replace the ineffective provision with a legally permissible provision that comes as close as possible to the purpose of the ineffective provision.

20.4 Changes and additions to the Contract must be made in writing. This also applies to a waiver of this formal requirement.

Allgemeine Geschäftsbedingungen für Nutzer

Version 1.0 – Last updated 28.02.2023

1.Umfang

2. Definitionen

3. Gegenstand des Vertrages, Änderungen der Bedingungen

4. Umfang der Dienstleistung, Befugnis zur Änderung

eco.mio behält sich das Recht vor, diese AGB einseitig mit Wirkung für die Zukunft zu ändern oder zu ergänzen. Eine einseitige Änderung darf nur erfolgen, soweit sie die vertraglichen Beziehungen zwischen eco.mio und dem Nutzer nicht wesentlich stört und soweit sie aus triftigen Gründen, wie z.B. neuen technischen Entwicklungen, Änderungen der Rechtsprechung oder anderen gleichwertigen Gründen, erfolgt. eco.mio wird den Nutzer über Änderungen und Ergänzungen informieren, indem sie ihm den Inhalt der geänderten oder ergänzten Bestimmungen in Textform (z.B. per E-Mail) mit angemessener Frist, mindestens jedoch zwei Wochen vor dem geplanten Inkrafttreten der Änderungen/Ergänzungen, mitteilt.

5. User account, access data

6. Pflichten des Nutzers, verbotene Aktivitäten, Entschädigung

7. Geistiges Eigentum, Nutzungsrechte, Nennung von Referenzen

8. Keine Vergütung und Zahlung zwischen eco.mio und Nutzer

9. Einschränkung/Sperrung des Benutzerkontos

10. Anwendungen und Websites von Drittanbietern

Die Website oder die SaaS-Dienste können Hyperlinks zu externen Anwendungen und Websites enthalten, auf deren Inhalt eco.mio keinen Einfluss hat. Solche Hyperlinks werden dem Nutzer nur zu Referenzzwecken zur Verfügung gestellt. eco.mio übernimmt keine Haftung für externe Inhalte.

11. Haftungsbeschränkungen

12. Datenschutz

13. Sonstige Bestimmungen