These general terms & conditions for vendors (GTC) form a legal agreement between DSS Sustainable Solutions Switzerland SA, (CHE-371.503.138), chemin du Pavillon 2, 1218 Le Grand-Saconnex, Switzerland (DSS) and any entity registering in DSS’s SafetyTech platform at safetytech.ai (the SafetyTech Platform) as vendor (Vendor, and together with DSS, the Parties).
Scope and Acceptance
These GTC govern the Vendor’s rights and obligations with respect to (i) the use of the SafetyTech Platform and the content displayed on the Platform (the Content, and together with the SafetyTech Platform, the Licensed Products), as well as (ii) the functionalities and services made available by DSS to Vendor through the Licensed Products (Services).
By subscribing for the use of the SafetyTech Platform, Vendor expressly agrees to be bound by the terms hereof.
For the avoidance of doubt, the use of the SafetyTech Platform and/or use of the Licensed Products by any of Vendors employees, agents or representatives, on behalf of Vendor, is deemed as acceptance of the terms of these GTC by Vendor. Any individual subscribing for the use of the SafetyTech Platform or using any Licensed Products on behalf of a Vendor hereby represents and warrants that he or she is duly authorized to do so.
These GTC do not govern any services DSS may provide with respect to the Licensed Products under one or more separate agreements, such as support and/or consulting services.
Right to Access and Use
In General. Subject to Vendor's compliance with its obligations under these GTC, DSS grants to Vendor, during the Term, a revocable, nonexclusive, non-transferable, and worldwide right to access and use the Licensed Products, strictly in accordance with these GTC and any other document or instruction made available to Vendor.
Restrictions. Vendor shall use the Licensed Products exclusively through its own authorized personnel, and shall take appropriate measures and precautions to ensure compliance with these GTC by such users. Vendor is expressly prohibited from using the Licensed Products on behalf or for the benefit of any third-parties or to permit any third-party to use or access to the Licensed Product, whether for free or for a fee, without DSS’s express prior written consent.
Verifications. DSS may audit, or the Licensed Products may contain tools, which allow DSS to verify Vendor’s compliance with these GTC and DSS is authorised to temporarily or permanently suspend the access to the Licensed Products and/or deactivate any user credentials issued for the use thereof in case of none compliance with these GTC.
No Delivery. The Licensed Products are provided as a SaaS offering (software as a Service). Therefore, DSS shall only grant to Vendor a right to access and use the Licensed Products and shall not deliver any copy of the Licensed Products.
Availability of the Licensed Products. DSS shall use reasonable endeavours to maintain the availability of the Licensed Products. DSS however does not guarantee the availability of the Licensed Products.
Vendor Acknowledgment. Vendor acknowledges that DSS may implement modifications to the SafetyTech Platform which may include modifications to the layout (including placement of Vendor profile or listing) as DSS determines, and DSS will have the unfettered right to remove Vendor and its information from the SafetyTech Platform at its sole discretion.
User Accounts. DSS will assign user accounts allowing Vendor and/or its authorised employees, agents or representatives (Authorized Users) to access and use the Licensed Products. If DSS issues user credentials on a named user basis, such user credentials shall be used exclusively by the individuals for which they have been issued, on behalf and for the benefit of Vendor. User credentials issued to Vendor without specifying the individual users may be used by any employee of Vendor, strictly on behalf and for the benefit of Vendor.
Confidentiality. Vendor shall be fully responsible for the maintaining of the confidentiality of the user accounts’ passwords and immediately inform DSS of any loss or unauthorized disclosure of such passwords, in order for DSS to deactivate and replace the user account. Vendor shall further immediately notify DSS if any Authorised User for whom DSS has issued user credentials quits Vendor’s organization, in which case DSS will disactivate and replace such credentials. DSS shall neither be responsible in case of improper use of the said user accounts by Vendor or its Authorized Users nor in case of access and / or use by an unauthorized third party.
List. Vendor shall maintain an up-to-date list of its Authorized Users, which shall promptly be made available to DSS upon request.
Financial Terms: Currently no fees are due by Vendor to DSS for the use of the Licensed Products.
Vendor's General Obligations
Proper Use. Vendor shall at all times comply with all laws and regulations applicable to its use of the Licensed Products, as well as the conditions and limitations of any license or other right, as set out in these GTC or other documents mentioned in these GTC. In particular, Vendor shall not, without the prior consent of DSS, (i) abuse the Licensed Products for any illegal purposes (ii) republish or redistribute any content or material from the Licensed Products; (iii) make any alteration to the Licensed Products; or (iv) access the Licensed Products’ code, either during or after the Term.
Licenses and authorization. Vendor shall maintain all permits and licenses that are required for it to use the Licensed Products or other Services, and to display its Vendor Materials on the SafetyTech Platform.
Vendor Default. In case of default by Vendor to comply with its obligations set forth herein, DSS shall be excused from the performance of its obligations under these GTC and assume no liability in relation therewith, without prejudice to DSS additional rights under the law or these GTC.
Vendor’s Information. Vendor shall provide DSS with the document, information and data required in any online subscription form, or as otherwise reasonably required by DSS (Vendor Materials). Vendor may also be given access to upload further content directly to the SafetyTech Platform, which will be deemed Vendor Materials. Vendor shall inter alia complete and keep up-to-date an online profile and listing of its safety related products and technologies on the SafetyTech Platform
Ownership. As between the Parties, Vendor Materials are and shall remain the sole and exclusive property of Vendor. Nothing herein shall be construed or interpreted as a transfer of ownership in any Vendor Materials to DSS.
Use of Vendor Materials. Vendor grants to DSS a global, royalty-free, irrevocable, non-exclusive license to use the Vendor Materials for the sole and exclusive purpose of providing the Licensed Products and/or other Services, including a license to collect, process, store, generate, modify, and transfer the Vendor Materials to third parties only to the extent necessary to provide the Licensed Products and/or other Services, as well as to publicly display Vendor Materials on the SafetyTech Platform. DSS may wish to use excerpts of the SafetyTech Platform containing some of the Vendor Material for marketing related purposes, but it will not so without first obtaining the written consent of Vendor.
Corrections and deletion. Vendor shall promptly correct any erroneous or inaccurate information provided by Vendor in the Vendor Materials in relation to the SafetyTech Platform. It is the sole responsibility of the Vendor to provide accurate, current and updated listing and profile information about itself and DSS takes no responsibility and assumes no liability for any content provided by Vendor. DSS shall nevertheless have the right (but not the obligation) to amend or delete any Vendor Materials it deems erroneous or infringing on these GTC.
Warranty. Vendor warrants that (i) it has valid grounds and, if required, it has obtained all authorizations and consents for the processing of any Vendor Materials within the frame of these GTC and (ii) Vendor Materials do not infringe on any law or regulation, these GTC, or any third party rights.
Return of Vendor Materials. Upon termination of the agreement governed by these GTC, DSS shall, within reasonable time following a written request by Vendor, provide Vendor with a final extract of the Vendor Materials still under its control. In any case, DSS shall be allowed to permanently delete Vendor Materials 60 days after termination or non-renewal of the Order Form.
DSS Intellectual Property
Ownership. As between the Parties, DSS shall be and remain the sole owner of all rights, title and interest, in particular all intellectual property rights, in and to the Licensed Products and other Services, and any other element resulting therefrom (excluding only Vendor Materials). Nothing in these GTC shall operate any assignment or transfer of any intellectual property rights to Vendor.
Usage Data. DSS shall own all rights and titles on, and may freely use for any purpose, any data or information collected, processed, developed, produced or obtained from cookies or other tracking and analytics technology present on the SafetyTech Platform (including any tracking data related to user traffic), as well as any data generated through the Vendor’s use the Licensed Products (Usage Data). Usage Data may relate to, amongst other things, the Vendor's or third parties' access to and use of the Licensed Products, including inter alia the number and duration of visits to the Vendor's profile or view of Vendor Materials.
Intellectual Property Rights Infringement. If any third party brings or threatens to bring a claim against DSS and/or Vendor (in which case the latter shall inform DSS with no delay), pursuant to which the Licensed Products would infringe upon such third parties intellectual property rights, DSS may, at its sole discretion and at its own cost and expense, either (i) change the Licensed Products affected by such claim, so that they no longer infringe upon the third-party claimant’s intellectual property rights; or (ii) replace such Licensed Products with substantially equivalent and non-infringing item; or (iii) obtain the necessary rights from the third-party claimant allowing Vendor to continue using the affected Licensed Products; or (iv) if neither of the previous options is reasonably available, terminate the agreement governed by these GTC entirely or only in relation to the affected Licensed Products.
Relief. Vendor expressly acknowledges that any infringement of DSS’s intellectual property rights (or of its licensors) will cause irreparable harm to DSS, for which monetary damages alone would be inadequate, and that DSS may thus seek injunctive relief or any other remedy available at law in any jurisdiction, in case of such infringement.
The Licensed Products may contain Content and/or software components incorporated into the Licensed Products or provided therewith, developed, distributed and/or licensed by third parties (Third-Party Content). Such Third-Party Content shall be licensed, and Vendor shall use such Third-Party Content under, and strictly in accordance with, the applicable terms and conditions set by the respective third-party. DSS shall use its best efforts to identify any Third-Party Content in the documentation of the Licensed Products.
Nothing in these GTC shall restrict, limit or otherwise affect any rights or obligations that Vendor may have, or conditions to which Vendor may be subject, under any applicable open source licenses to any open source software which may be incorporated in and/or provided together with the Licensed Products.
Vendor Personal Data. If the provision of the Licensed Products or other Services implies the processing by DSS of (i) any personal data forwarded by Vendor or of Vendor's Authorised Users (VendorPersonal Data), in particular as part of Vendor Materials, or (ii) personal data relating to Usage Data (Usage Personal Data); DSS and Vendor shall fully comply with their respective obligations under applicable data protection laws and regulations.
Roles of the Parties. In such cases, DSS shall process (i) Vendor Personal Data, as data processor, exclusively for the purpose agreed in these GTC and only to the extent necessary to fulfil the obligations hereunder, in accordance with Vendor’s instructions, which shall act as data controller and (ii) Usage Personal Data as sole data controller thereof.
Vendor's Obligations. Vendor shall ensure, with respect to any Vendor Personal Data processed by DSS within the frame of the Services, if any, that such Vendor Personal Data has been collected and transferred to DSS in strict compliance with the applicable data protection or data privacy laws and regulations. In particular, Vendor shall
have, and maintain at all times, valid grounds for the processing of such personal data,
have adopted and implemented appropriate technical and organisational measures to protect such personal data and
have complied and comply with all registration and/or notification requirements, if and as required under applicable data protection or data privacy laws and regulations, prior to granting DSS access to such Vendor Personal Data within the frame of the Services.
Transfer. By accepting these GTC, Vendor expressly acknowledges and agrees that Vendor Personal Data or Usage Personal Data may be transferred to and processed on servers located outside of its jurisdiction, including in jurisdictions which may not have data protection and privacy laws and regulations equivalent to those in the Vendor’s jurisdiction.
Compliance Actions. DSS may forward to Vendor any request, investigation or other action by any supervisory authority and/or any third-parties, directed at DSS with respect to the processing of any Vendor Personal Data. If DSS is required to undertake any compliance action itself, e.g. responding to a request by any supervisory authority or third-party and/or cooperating in investigations, and/or to provide assistance to Vendor, shall do so at Vendor’s cost, including reasonable attorney’s fees, incurred in such context. Requests, investigations, or actions relating to Usage Personal Data shall be addressed by DSS only.
Advertisement and Endorsement
Advertisement. DSS may refer to Vendor as a user of the SafetyTech Platform and Vendor grants to DSS a limited license to use its name, logos and trademarks for the sole purpose of referring to it within the frame of its marketing activities.
No endorsement. DSS will not restrict any potential direct access between Vendor and users of the SafetyTech Platform as long as it is conducted outside of the SafeTech Platform. However, Vendor shall not make any representations (either directly or indirectly) that any product or service offered by Vendor has been endorsed or approved by DSS or any of its affiliates. Vendor shall not publish or release any publicity or public relations materials of any kind concerning or relating to these GTC or DSS, without the written consent of DSS.
As Is. Any Licensed Product or other Service is provided AS IS and AS AVAILABLE. To the maximum extent permitted under applicable law, DSS expressly disclaims all warranties, whether express, implied or statutory, including any warranties of merchantability, fitness for a particular purpose, quiet enjoyment and non-infringement of third party rights.
Exclusions. In particular, DSS does neither represent nor warrant that the Licensed Products or other Services will meet Vendor’s requirements, that they will be uninterrupted, error-free, accurate or entirely secured, that any errors will be corrected, that it will ensure continued compatibility of any Licensed Products or other Services with any of its own or third party products, even if they are compatible with such products at a certain time, or that certain subscription models for the Licensed Products or other Services available at any given moment will remain available for renewal at the end of the applicable subscription period.
In General. DSS’s liability, whether in contract, tort or any other theory of liability, shall be excluded to the maximum extent permitted under applicable law.
Exclusions. Without prejudice to the generality of the foregoing, to the extent permitted under applicable law, DSS disclaims any liability for simple negligence as well as for any damages or losses, whether foreseen or foreseeable, or whether DSS has been advised of the risk thereof, related to the loss of use, interruption of business, loss of actual or anticipated profit, loss of revenue, loss of anticipated savings, loss of opportunity, loss of goodwill, loss of reputation, loss of, damage to or corruption of data, or any other indirect, special, incidental, exemplary, or consequential damages or losses of any kind, regardless of the form of action, whether in contract, tort, strict liability or otherwise.
Beneficiaries. The above limitations and exclusions shall also apply to DSS’s officers, directors, agents, employees, affiliates, subcontractors and auxiliaries.
Indemnification. Vendor agrees to indemnify, defend, and hold harmless DSS, its officers, directors, agents, employees, affiliates, subcontractors and auxiliaries (Indemnified Party) from and against any and all claims, which may be suffered by an Indemnified Party, arising out of or in connection with (i) Vendor's use of the Licensed Products or other Services other than as permitted hereunder, or (ii) the Indemnified Party's use of Vendor Materials as permitted hereunder.
Indemnification Procedures. Promptly after receipt by an Indemnified Party of a threat, notice, or filing of any claim against it, notice thereof shall be given to Vendor, provided that failure to give or delay in giving such notice shall not relieve Vendor of any liability it may have to the Indemnified Party except to the extent that Vendor demonstrates that the defense of the claim is prejudiced thereby. The Indemnified Party shall allow Vendor to assist the Indemnified Party in the defense and in all negotiations for settlement of a claim, at its own expense, if and as permitted under applicable procedural rules.
Term and Termination
Term. These GTC shall enter into force upon any of the following events, whichever occurs first: Vendor’s subscription for the use of the Platform or first use of the Licensed Products, and shall continue for an unlimited period of time until terminated in accordance with the terms set forth below (the Term).
Termination for Convenience. Each Party may terminate the agreement formed under these GTC for any reason at any time upon 30 days prior written notice to the other Party (including by e-mail).
Termination for Cause. DSS may terminate the agreement formed under these GTC with immediate effect, in case of any material breach by Vendor, provided that, if Vendor’s breach may be cured, at DSS’s sole judgement, DSS shall first give the Vendor 14 days’ prior notice written notice (including by e-mail) to cure such breach at DSS’s entire satisfaction. DSS may further terminate the agreement formed under these GTC, in case of any infringement of third party rights or risk of infringement of such rights, through the Vendor’s use of the Licensed Products.
Insolvency. If Vendor: makes an assignment for the benefit of creditors or files for protection (or is subject to an accepted petition for any involuntary bankruptcy) under any applicable insolvency or bankruptcy Laws; then, in each case, Vendor shall notify DSS and DSS may terminate the agreement formed under these GTC with immediate effects.
Effects of Termination. Upon termination of the agreement formed under these GTC, in addition to the consequences described elsewhere in these GTC:
DSS shall stop providing and Vendor shall stop using the Licensed Products or other Services; and
all rights to use granted to Vendor hereunder (inter alia under section 2.1) shall become void. All access to the Licensed Products and credentials shall be deactivated and suppressed.
Survival. All terms which are expressed or intended to survive, and any provisions of these GTC necessary for their interpretation or enforcement will continue to apply regardless of the reason for termination of the agreement governed by these GTC.
Independent Contractors. The Parties acknowledge and agree that they shall be considered as independent contractors with no authority to contract for the other or in any way to bind or to commit the other to any agreement of any kind or to assume any liabilities of any nature in the name of or on behalf of the other. Under no circumstances shall either Party, or any of its staff, if any, hold itself out as or be considered an agent employee, joint venture, or partner of the other.
Subcontractors. DSS may use subcontractors for the performance of the Services. DSS’s use of subcontractors shall not relieve DSS of any of its duties or obligations hereunder, which shall be imposed on subcontractors.
Force Majeure. Neither Party shall be considered in default hereunder if all or any of its obligations (other than for payment obligations) are delayed or prevented as a result of a situation of force majeure, such as natural disasters of a particular intensity, war, riot, strike, power failure or Internet network failure, or any other cause that is reasonably beyond the control of the affected Party.
No Waiver. The failure of either Party at any time to require performance by the other party of its obligations hereunder shall in no way affect that Party’s right to fully enforce the other Party’s obligations thereafter.
No Assignment. Neither Party shall assign and transfer any or all of its rights and obligations hereunder, in whole or in part, to any third party without the other Party’s prior written consent; provided however, that DSS may assign and transfer any or all of its rights and obligations hereunder to any affiliate, or to any third party acquiring all or substantially all of its business related to the SafetyTech Platform, without Vendor’s consent.
Entire Agreement. Subject to indications contained in the online subscription form, these GTC, together with any document mentioned herein, constitute the entire agreement between the Parties and and supersedes all prior agreements between the parties with respect to its subject matter.
Hierarchy. In the event of a conflict or contradiction between the terms of these GTC and any indications contained in the online subscription form or other document mentioned herein, the terms of these GTC will take precedence, subject to express derogating provisions acknowledged and approved by DSS in writing.
Severability. If any provision of these GTC is held to be invalid or unenforceable for any reason, the Parties shall replace it by a substitute provision that achieves to the fullest extent possible the same legal and economic purposes as those of the invalid or unenforceable provision. In any event, the remainder of these GTC shall remain in full force and effect between the Parties.
Amendments. DSS reserves the right to amend these GTC at any time with a 30 days prior notice, in which case Vendor's sole remedy shall be to terminate these GTC in accordance with Section 14.2. In the absence of termination, such amendments shall become effective upon the end of the notice period stipulated in this Section.
Governing Law and Jurisdiction
Governing Law. These GTC and the agreement formed hereunder shall be governed exclusively by Swiss law, without regard to its conflict of laws provisions.
Jurisdiction. Any dispute arising out of, or in relation to, these GTC, the agreement formed hereunder and/or the Vendor’s use of the Licensed Products shall be brought exclusively before the competent courts of Geneva, Switzerland, provided that nothing shall restrain DSS from seeking injunctive relieve and/or specific performance of Vendor’s obligations hereunder in front of any competent court in any other jurisdiction.