Momentum Transfer

Scope of Application

These Terms and Conditions apply to the provision services offered by the venture "Momentum Transfer" ("Services") and the use of a web application provided by Momentum Transfer ("App") for the ordering and delivery of such Services by Chemovator GmbH, Industriestraße 35, 68169 Mannheim, Germany ("Momentum Transfer").
The Services and the App are directed both at Customers ("Customer(s)") who are entrepreneurs (Sec. 14 BGB (German Civil Code)) and at consumers (Sec. 13 BGB).
The Services and the App are exclusively provided under these Terms and Conditions. The general terms and conditions of the Customer shall not apply. This also applies if Momentum Transfer does not expressly object to the Customer's general terms and conditions in individual cases.

Provision and Use of the App

The App offers certain functionalities such as the ordering and delivery of the Services as well as communication and sharing of data with other users of the App.
The App is currently made available as a free service. The Customer therefore does not have an ongoing right to use the App or to use specific functionalities of the App. Momentum Transfer shall any time be entitled to amend or abandon the App or to make the further use of the App subject to a paid service.
The App is provided via a server hosted by or on behalf of Momentum Transfer. This server can be accessed via the internet and therefore requires a functioning internet access of the Customer and a current browser as indicated by Momentum Transfer.
The Customer may sign up for a user account for the App ("User Account") by completing the online dialogue and activating the user account. By completing the sign-up process an agreement is concluded between the Customer and Momentum Transfer governing the use of the App ("Contract") incorporating these Terms and Conditions.
Insofar as the Customer is provided with access data or passwords in connection with the User Account, the Customer must keep these strictly secret and not pass them on. Momentum Transfer must be informed immediately of any loss of the access data or passwords.
Momentum Transfer cannot guarantee that the App will be constantly available on a 24/7 basis.
The Customer is only entitled to use the App within the contractually agreed scope and in accordance with applicable laws and governmental regulations. The Customer may not (i) make the App available to or use it for the benefit of anyone outside of its company or personal use scenario; (ii) sell, resell, license, sublicense, distribute, rent or lease the App and its contents; (iii) use the App to input, store or transmit infringing, defamatory or otherwise unlawful or tortious material or to input or store or transmit material which infringes the rights of any third party; (iv) use the App to store or transmit malicious code; (v) interfere with or disrupt the integrity or performance of the App or any third party data contained therein; (vi) attempt to gain unauthorized access to the App or any related systems or networks; (vii) permit direct or indirect access to or use of the App in any manner that circumvents any contractual restriction on use; (viii) copy the App or any part, feature, function, content or user interface thereof except as necessary for the use of the App contemplated under this Contract (e.g., loading the App into a temporary storage device). (ix) frame or mirror any part of the App, other than framing on its own intranet or otherwise for its own internal business purposes; (x) access the App to create a competing product or service; or (xi) reverse engineer the App (to the extent such restriction is not mandatory to be permitted by statutory law). If the Customer is a consumer, the Customer may use the App for his research purposes but not make the App available to his employer or scientific institution.
The Customer is liable for all damages including reasonable legal costs incurred by means of use of the App in breach of the Contract. If there is reason to believe that a serious violation has occurred, Momentum Transfer is also entitled to temporarily suspend access to the App. Access to the App will be resumed as soon as the suspicion has been dispelled. In the event of violations by a specific Customer, Momentum Transfer is also entitled to block the corresponding User Account completely or temporarily.

Ordering of Services

The Customer can use the App to order paid Services from Momentum Transfer by completing the order dialogue by selecting the button "Submit paid order" ("Kostenpflichtig Bestellen"). Prior to this, the Customer can change the order or cancel the order process. Unless expressly marked as such, automated confirmations of receipt do not constitute a legally binding acceptance of the offer, but merely confirm receipt of the order by Momentum Transfer. After positive verification of the order, Momentum Transfer shall send the Customer an order confirmation by e-mail, which constitutes a legally binding acceptance of the offer and the conclusion of the order ("Order").
Services can further be ordered outside of the App e.g. by sending an order form to Momentum Transfer which may be accepted by Momentum Transfer. In this event the Order is concluded by the acceptance by Momentum Transfer.
Unless indicated, any offers by Momentum Transfer (via or outside the App) are non-binding and only an invitation to the Customer to submit an own offer. Momentum Transfer may accept offers of the Customer at its discretion and is not obligated to accept orders.

Rendering of Services

Services and work results, e.g. measurements or analytics ("Work Results") shall be delivered as agreed between the parties. This may include delivery of the work results of the Services via the App. The delivery of Services and Work Results via the App requires a current User Account.
Momentum Transfer is entitled to make and charge for part deliveries and part performances provided that the part delivery is usable for the Customer within the scope of the contractual purpose, the delivery of the remaining ordered Services is ensured and the Customer does not incur any considerable additional expenditure or additional costs as a result (unless Momentum Transfer agrees to bear these costs).
Any deadlines and dates promised by Momentum Transfer for the performance of the Services are always only approximate and are subject to change. This also applies to dates and deadlines stated in offers and order confirmations, unless these are expressly described as binding.
If acts of cooperation by the Customer are required for the provision of Services, Momentum Transfer to effect the Services insofar as and to the extent that they cannot be provided without the cooperation.
Services which constitute of measurements and analytics may require the submission of test samples ("Test Samples") by the Customer. The Customer shall provide Test Samples and corresponding security information to Momentum Transfer free of charge and at its own costs. Unless otherwise agreed, the Test Samples will be destroyed after testing and not be returned to the Customer.

Advice and Additional Services

Insofar as Momentum Transfer provides consultation beyond the contractually agreed scope of performance, this shall be done to the best of its knowledge. Details and information about the suitability and application of Services and the App do not exempt the Customer from carrying out its own tests and trials.
Services which are provided in addition to the provision of the ordered Services are only owed if they have been expressly agreed. In this case, the agreed fees apply. In the event that no fees have been agreed, Momentum Transfer' standard hourly rates shall apply.

Fees, Prices and Payment Terms

The prices agreed between the Parties apply.
Momentum Transfer is entitled to adjust its prices at any time without a notice period. This does not change prices for Services already agreed in an Order.
The prices quoted are net prices unless they are expressly stated as gross prices.
Unless otherwise agreed, payments shall be made within thirty (30) days of the invoice date using the agreed payment method.
In the event that specified payment terms are exceeded, the Customer shall be in default without a separate reminder being required. In the event of default in payment on the part of the Customer, Momentum Transfer is entitled to demand statutory interest on arrears. The assertion of further damages caused by default remains unaffected.
In the event of justified doubts as to the solvency of the Customer, in particular in the event of default in payment, Momentum Transfer may, without detriment to further claims, revoke payment periods granted and make further deliveries and App dependent on the granting of other securities or advance payments.

Rights of the Customer in Case of Defects

The App is provided as a voluntary service free of charge. Therefore, any warranty claims for the App are excluded. In particular, Momentum Transfer does not warrant that the App is fully free from any programming errors.
With respect to the paid Services, Momentum Transfer warrants that the Services are rendered and Work Results are provided in accordance with the agreed specifications. Specific characteristics of the Services are only warranted if they have been explicitly agreed. Momentum Transfer does not warrant the economic and technical feasibility of the Services and the Work Results. Any interpretation of the Work Results is made at Customer’s sole risk and responsibility.
Momentum Transfer shall not be responsible for defects of Work Results which are caused by the Testing Materials or information submitted by the Customer.
Momentum Transfer must be notified of defects in the Services and/or the Work Results which can be detected during a proper inspection without delay, at the latest within two (2) weeks after the Services have been rendered. Momentum Transfer must be notified of other defects without delay, at the latest within four (4) weeks after they have been detected. The notification must be made in writing and must precisely describe the type and extent of the defects.
If the Services are defective and the Customer has duly notified Momentum Transfer in accordance with the preceding paragraph, the Customer is entitled to the statutory rights with the following provisos: a) Momentum Transfer first has the right, at its discretion, either to remedy the defect or to supply the Customer with defect-free Services or to provide the defective performance again (subsequent performance). b) Momentum Transfer reserves the right to make two attempts at subsequent performance. If the subsequent performance fails or is unreasonable for the Customer, the Customer can either terminate the contract for such defective Service or demand a reduction of the price.
If the Customer is a consumer, the statutory warranty rights apply in addition to this clause.

Liability

Momentum Transfer shall in principle be liable for damages in accordance with the statutory provisions. Momentum Transfer is liable for damages - irrespective of the legal grounds - within the scope of fault liability in the case of intent and gross negligence. In the event of a breach of material contractual obligations due to simple negligence (obligations the fulfilment of which is a prerequisite for the proper performance of the Contract and the observance of which the contractual partner regularly relies on and may rely on), Momentum Transfer's liability is, however, limited to compensation for typical, foreseeable damage; in the event of a breach of non-material contractual obligations due to simple negligence Momentum Transfer's liability is excluded.
The limitations of liability in accordance with the preceding paragraph do not apply a) in the case of damages arising from injury to life, body or health which are based on a negligent breach of duty by Momentum Transfer or an intentional or negligent breach of duty by a legal representative or vicarious agent of Momentum Transfer, b) insofar as Momentum Transfer has fraudulently concealed a defect, c) insofar as Momentum Transfer has assumed a guarantee for the quality of a product or a service, d) for claims under the Product Liability Act.
Momentum Transfer's liability for indirect damages (e.g. loss of profit, interruption of business, consequential damages) is excluded.
The Customer shall be liable for any damages caused by the submission of the Test Samples or any data entered into the App.
Momentum Transfer is not responsible for the use of data shared between Customers by means of the App. Such data is not being verified by Momentum Transfer which only provides the platform for the sharing of the data. The customer

Statute of Limitation

The limitation period for claims arising from material defects and defects of title shall be one (1) year from delivery or performance. If an acceptance has been agreed, the limitation period shall begin with acceptance.
The limitation period for contractual and tortious claims for damages shall be one year from the commencement of the statutory limitation period.
Notwithstanding the above paragraphs, the statutory limitation periods shall apply where prescribed as mandatory under statutory laws, in case of intent or gross negligence and in cases of section 8.2.

Intellectual Property and Use of Data

Momentum Transfer reserves all rights to the App and any other software provided in connection with the App.
Momentum Transfer grants to the Customer the non-exclusive, non-transferable and non-sublicensable right to use the App in accordance with these Terms and Conditions. The Customer is not entitled to use or exploit the App in any form that is not covered by agreements with Momentum Transfer. The right of use to the App expires automatically when the User Account is deactivated or the agreement for the use of the App is terminated or ends for whichever reason.
A right to edit the App exists only with the prior written consent of Momentum Transfer as well as in the legally compelling cases according to Sec. 69 et seq. UrhG (German Copyright Act).
Unless otherwise agreed, the Customer shall receive App only in object code. There shall be no entitlement to the source code.
In the event that the Customer edits or otherwise redesigns the App or any other App provided by Momentum Transfer, Momentum Transfer shall be exclusively entitled to any and all results arising therefrom.
The Customer grants Momentum Transfer and its affiliates and agents a worldwide, royalty-free license to host, copy, transfer and display the data insofar as this is necessary for the provision of the App. This also applies in the event of modifications or further developments of the App. Momentum Transfer is entitled to copy the entered, uploaded or generated data for backup purposes.
The data entered by Customer into the App and the Work Results rendered specifically to the Customer shall belong to the Customer.
Momentum Transfer shall be entitled to use the data generated by using the App on an anonymized and/or aggregated basis for own purposes (e.g. for improvements or benchmarking) provided that Momentum Transfer shall not make available the Work Results to third parties in a non-aggregated or non-anonymized fashion.
Momentum Transfer shall be entitled to use the name and an approved logo of the Customer for reference purposes e.g. on its website or social media channels indicating that the Customer is using the App. Any press statements or similar communication must be approved by the Customer.

Right of Withdrawal (Widerrufsrecht)

Term and Termination

The term of the Contract to use the App shall rub for an indefinite period of time. Each Party may terminate the Contract by giving one (1) month written notice.
The Contract can be terminated in writing by either party without notice for good cause. Good cause for termination by Momentum Transfer exists in particular if the Customer uses the App beyond the extent permitted under this Contract and this violation is not stopped despite a warning.
After the termination of the Contract, the Customer is obligated to discontinue the use of the App. The Customer is responsible to download any Work Results from the App prior to the end of the Contract.
The termination of this Contract does not affect the Services ordered under an individual Order. In case the contract for the use of the App is terminated, Momentum Transfer may make available the Work Results to the user outside the App.
In the event of termination of the Contract, those provisions shall continue to apply which, according to their meaning and purpose, are intended to survive the Contract. This applies in particular to the provisions regarding intellectual property rights and licenses, warranty, liability, confidentiality, data protection and final provisions.

Confidentiality

"Confidential Information" means any information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party"), orally or in writing, which is designated as confidential or which, given the nature of the information and the circumstances of disclosure, is reasonably to be understood to be confidential. However, Confidential Information does not include information that, as demonstrated by the Receiving Party, (i) is or becomes generally known to the public without breach of any duty owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any duty owed to the Disclosing Party; (iii) is received from a third party without breaching any obligation owed to the disclosing party; or (iv) is independently developed by the Receiving Party.
The Receiving Party shall (i) keep the Confidential Information of the Disclosing Party confidential and use the same degree of care it uses to protect the confidentiality of its own Confidential Information of the same nature (but not less than reasonable care), (ii) not use Confidential Information of the Disclosing Party for purposes outside the scope of this Contract and (iii) limit access to Confidential Information of the Disclosing Party to those of its employees and its affiliates and contractors who need such access for purposes consistent with this Contract, unless otherwise approved in writing by the Disclosing Party.
The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent it is compelled to do so by law or by a court or governmental order, provided that the Receiving Party notifies the Disclosing Party in advance of the compelled disclosure.

Force Majeure

Should events and circumstances, the occurrence of which lies outside the sphere of influence of Momentum Transfer (such as, for example natural events, epidemics, war, industrial disputes, shortage of raw materials and energy, traffic and operational disruptions, damage caused by fire and explosion, public-law decrees), reduce the possibility of performance so that Momentum Transfer cannot fulfill its contractual obligations (taking into account other internal or external performance obligations on a pro rata basis), Momentum Transfer is (i) released from the contractual obligations for the duration of the disruption and to the extent of its effects and (ii) not obliged to procure the Services from third parties. The foregoing also applies insofar as the events and circumstances make the performance of the affected business sustainably uneconomical for Momentum Transfer or are present at Momentum Transfer' upstream suppliers. If these events last longer than three (3) months, Momentum Transfer is entitled to withdraw from or terminate the Contract.

Place of Performance

Irrespective of the place of delivery of the goods or documents or the place of performance of the App, the place of performance for the Customer's payment obligation is the registered office of Momentum Transfer.

Force Majeure

Should events and circumstances, the occurrence of which lies outside the sphere of influence of Momentum Transfer (such as, for example natural events, epidemics, war, industrial disputes, shortage of raw materials and energy, traffic and operational disruptions, damage caused by fire and explosion, public-law decrees), reduce the possibility of performance so that Momentum Transfer cannot fulfill its contractual obligations (taking into account other internal or external performance obligations on a pro rata basis), Momentum Transfer is (i) released from the contractual obligations for the duration of the disruption and to the extent of its effects and (ii) not obliged to procure the Services from third parties. The foregoing also applies insofar as the events and circumstances make the performance of the affected business sustainably uneconomical for Momentum Transfer or are present at Momentum Transfer' upstream suppliers. If these events last longer than three (3) months, Momentum Transfer is entitled to withdraw from or terminate the Contract.

Data Protection

If Momentum Transfer provides the Customer with personal data of its employees or other third parties (hereafter "Personal Data") in the context of the performance of the Contract or if the Customer otherwise obtains knowledge of such Personal Data, the following provisions shall apply. Personal data disclosed in the aforementioned manner and not processed on behalf of Momentum Transfer may be processed by the Customer exclusively for the performance of the Contract and may not - except where permitted by law - be processed in any other way, in particular disclosed to third parties and/or analyzed for its own purposes and/or used to create profiles. This also applies in the case of the use of anonymized data. The Customer shall not acquire any rights to the Personal Data and shall be obliged to correct, delete and/or restrict the processing of the Personal Data at any time under the statutory conditions. Rights of retention in relation to Personal Data are excluded.
In the event that the Customer or the Customer's employees transmits personal data to Momentum Transfer or enters personal data into the App, the Customer must ensure that he has all the necessary consents or other authorizations required under applicable data protection laws. This applies in particular to the creation and management of User Accounts. The Customer shall indemnify Momentum Transfer, its organs, employees or agents against all costs or damages resulting from the Customer's breach of these obligations upon first request.
Further information about the use of personal data by Momentum Transfer in connection with the App can be obtained via Momentum Transfer' applicable data protection policy.

Jurisdiction

In the event that the contracting parties are merchants, legal entities under public law or special funds under public law, the exclusive place of jurisdiction is the registered office of Momentum Transfer. However, Momentum Transfer is entitled to bring an action at the general place of jurisdiction of the Customer.

Applicable law

The contractual relationship shall be governed by the law of the Federal Republic of Germany to the exclusion of German international private law and to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980.

Miscellaneous

The Contract is concluded in the English language unless another language was selected in the ordering process.
There are no verbal ancillary agreements. Amendments or supplements to this Contract must be made in writing (Sec. 126 BGB). This also applies to the waiver of the written form requirement.
Momentum Transfer is entitled to transfer the Contract with all rights and obligations to an affiliated company or a legal successor. This also applies in case of a spin-off of the venture "Momentum Transfer" from Chemovator GmbH to the spin-off company.
Should one or more provisions of the Contract prove to be invalid, void or incomplete, this shall not affect the validity of the remaining provisions of the Contract. The parties shall - if necessary in the due form - replace the invalid or void provision by such a provision or fill the gap in the Contract by such a provision with which the economic purpose pursued by them can be achieved as closely as possible. If the ineffectiveness or invalidity of a provision is based on a measure of performance or time (deadline or date), a legally permissible measure shall take the place of the ineffective or invalid performance or time provision.
The European Commission provides a platform for out-of-court online dispute resolution (ODR platform), which can be accessed at www.ec.europa.eu/consumers/odr. Momentum Tranfer is neither obliged nor willing to participate in a dispute resolution procedure before a consumer arbitration board.