DHL Resilience360 Platform –
(1) Contracting parties regarding the use of the DHL Resilience360 Platform, providing information of supply chain risk data, (the “Platform“) shall be DHL Resilience360 GmbH (hereinafter “DHL“) and the customer (the “Customer“) registered as user of the Platform. Details about Platform as well as related services and functionalities provided thereon (altogether the Platform Functions) are defined in the service description (“Service Description”).
For the avoidance of doubt, the Platform Functions are solely offered to business customers.
(2) Customer notes and agrees that the Platform is only a tool for visualization, risk management, surveying and reporting for chosen locations, networks or supply chains of the Customer in a convenient way. Reported incidents and online posts may not be comprehensive. The Platform Functions cannot replace any thorough research on and review of respective data of Customer (supply chain data of Customer’s sites, connections and as well as other local and global risks etc.). Customer further agrees that the Platform cannot replace insurance.
(3) Terms and conditions of the Customer are excluded.
(1) The use of the Platform Functions is subject to the registration of the Customer including its nominated representatives to be registered as individual named users (“named users”) and shall only be granted throughout the contractual term.
(2) Named user are licenses allocated and limited to be used by one specified user and shall not be shared or used by more than one user.
(3) For the registration, the Customer shall submit all information necessary for providing access to the named users. All registration data of the Customer shall be complete, correct and updated in case of changes without undue delay by the Customer.
(4) Customer shall inform DHL immediately of users that are no longer authorized to act as named user for the Customer.
(5) A named user will be deactivated automatically after 90 days of inactivity and will be deleted after 180 days of inactivity.
3. Rights of Use regarding Platform Functions
(2) Access to other users than the named users of the Customer is not permitted.
(3) DHL reserves all intellectual property rights including but not limited to additional customizing services if provided by DHL.
5. Use of Customer data
(1) Customer accepts that DHL and/or its involved subcontractors may use the data of the Customer and/or its suppliers, provided by the Customer or collected and processed by DHL, solely for the provision of Platform Functions to the Customer. The data will not be published to other users of the Platform.
(2) To the extent granted, the right of DHL to share and use data provided by Customer on the Platform pursuant to this section shall survive the termination or expiry of this Agreement.
6. Use of the Platform
(1) The quality of the Platform and its risk assessment depends on the quality of the data provided by the Customer or any of its vicarious agents (“Erfüllungsgehilfen”). The Customer therefore represents and warrants that all of the data uploaded on the Platform or submitted in any other way by the customer are correct, complete, not misleading and that customer owns all necessary rights for the aforementioned use of data.
(2) Data and calculation results may only be exported for internal reporting purposes and if and to the extent described. When sending any emails or reports internationally, the Customer undertakes to comply with all applicable laws, including but not limited to export control laws, unfair trading laws, and any other laws that may apply to any such use in connection with the transmission via internet.
(3) Customer is prohibited from reselling or trading data derived through the Platform.
7. IT and Data Security
(1) The Customer ensures that all log-in data and passwords required for the access to the Platform are kept secret by the nominated named representatives and shall ensure that access is not permitted to any unauthorized third parties. The Customer shall promptly notify any misuse of access data.
(2) The Customer shall be solely responsible for all of its activities, in particular but without limitation, to any messages, data or contents, irrespective of whether uploaded by Sender itself or by any third persons which Customer assigned to act on its behalf (i.e. vicarious agents) or for which Customer is otherwise legally responsible.
(3) Customer shall take all steps and measures that are reasonable and necessary to ensure the security of the Platform, including but not limited to the use of up-to-date operation and browser software as well as virus scanner software.
(1) Any liability for the external contents, in particular but without limitation the correctness or completeness of the data used on the Platform shall be excluded.
(2) The liability for any indirect or consequential damages of the Customer shall be excluded. Notwithstanding this, the liability for direct damages shall be limited to the annual fees to be paid by Customer per calendar year.
(3) Paragraphs (1) and (2) of this section shall not apply in cases of willful misconduct (“Vorsatz”), fatal injuries, personal injury or damage to health, in the event of product liability according to the German Product Liability Act or if DHL and its vicarious agents exceptionally assumed a guarantee.
9. Final Provisions
(1) DHL is entitled to record, store and process data required in order to perform the services. DHL is entitled to make this data accessible in accordance with the applicable data protection provisions.