Terms & Conditions Location Risk Intelligence

1. Scope of Application

These Online Service Terms (the “Terms”) apply to Location Risk Intelligence Platform Online Services provided by Munich Re Service GmbH (the “Online Services”).

2. Definitions

“Client” means any company having purchased a subscription for Online Services as well as any customer having access to the Online Services via On-Demand Credits purchased via the “On-Demand” services (e-commerce).

“In writing” or “written form“ includes both written and electronic communication, including email.

“Munich Re Service GmbH” or “MR Service” is Munich Re Service GmbH, a 100% affiliate company of Munich Reinsurance Company, having its registered office at Königinstr. 107, 80802 Munich, Germany.

“Munich Reinsurance Company” is Münchener Rückversicherungs-Gesellschaft Aktiengesellschaft in München, having its registered office at Königinstr. 107, 80802 Munich, Germany.

„Munich Re Group” is the group of affiliated companies of Munich Reinsurance Company within the meaning of §§ 15et seq. German Stock Corporation Act (“Aktiengesetz”).

“Online Service(s)” is/ are web application(s) in the framework of the Munich Re Location Risk Intelligence Platform.

3. Type, scope and performance of the Online Services

3.1. Subject to the acceptance of and the compliance with these Terms, MR Service arranges provision and use of the Online Services.

3.2. The Online Services are software-as-a-service (“SaaS”) solutions, made available “as is”. They continue to be subject to comprehensive testing and quality control.

3.3. MR Service may adjust and improve the contents of the Online Services at its discretion, particularly following conceptual, legal and technological developments.

3.4. In order to provide the Online Services, MR Service is entitled to make use of cloud services that are hosted in the European Union and offer maximum, state-ofthe-art security.

3.5. In order to meet its contractual obligations, MR Service may at any time use qualified subcontractors when providing Online Services, in particular Munich Re Group companies.

3.6. Access to the internet is not subject to these Terms. The Client is solely responsible for the functioning and security of its internet access, including any transmission channels and its own computer(s) and IT landscape.

4. Access to the Online Services

4.1. Access to the Online Services requires either subscription or the purchase of On-Demand Credits in the “On-Demand” service (e-commerce) to qualify as user.

4.2. Each user receives an access account for identification and authentication purposes in the Online Services. Subscription users may only provide email addresses that they use individually for their access accounts.

4.3. The Client and each user shall treat all access data confidentially. In particular, neither the Client nor a user must grant third parties an access to the Online Services. MR Service shall be notified of any additional use of the Online Services exceeding the agreed limits of the subscription. Any additional use may lead to an adjustment of the fees as per the agreed provisions.

5. Fees and invoicing

5.1. On-Demand Credits purchased via the “On-Demand” service can be spent in the Online Services for various requests, features and functionalities. Depending on the selected request and/or Online Services, the amount of On-Demand Credits which the client has to redeem will be displayed in the Online Services. Invoices for On-Demand Credits will be issued by E-mail or for download in accordance with applicable tax lawsupon payment by credit card in the “On-Demand” service.

5.2. Subscription fees are agreed upon separately. The same applies to any payments on account, commitment fees, additional services such as consulting and training, additional memory space in the Online Services, and any other costs to be reimbursed by the Client.

5.3. Subscription fees are invoiced in accordance with applicable law, net or plus VAT. Any other taxes, levies and customs duties, particularly those of the Client’s country of domicile, are to be borne by the Client. The same applies to fees related to money transfers.

5.4. Subscription fees are invoiced annually in advance and due for payment 30 days after receipt of the invoice by the Client.

6. Use of the Online Services

6.1. The Client is granted a non-exclusive right to use the Online Services and their results in accordance with these Terms. The right of use may neither be sublicensed nor transferred.

6.2. The Client may use the Online Services and their results for its own purposes only. The use is limited to the volume allowed by the On-Demand Credits spent or the subscription volume.

6.3. All intellectual property rights associated with the Online Services, especially trademark and database rights, remain exclusively vested in the respective intellectual property holder within the Munich Re Group or as indicated in the Online Services.

6.4. If the Online Services are made available free of charge for a limited time for testing purposes only, no content or results may be used for operational purposes.

6.5. The Client is not entitled to copy, to translate, to disassemble, decompile, or otherwise modify the Online Service or other provided materials, or to create works derived therefrom, where not expressly authorised by statute.

6.6. In addition, the Client may not use the Online Services in a manner that

• (i) violates applicable law,
• (ii) endangers or circumvents the operation or security of the Online Services, or
• (iii) leads to the Online Services being wholly or partly subjected to the licensing terms of an open-source software application.

6.7. MR Service is entitled to temporarily block the Client’s access to the Online Services and/or temporarily deactivate the connection to the Online Service, if and when

• (i) use of the Online Services by the Client is in breach
  of contract (e.g. unauthorised or improper use of
  the Online Services), or
• (ii) other use (e.g. due to third-party hacking) threatens
  the operation or security of the Online Services.

In such a case, MR Service is to expressly inform the Client a reasonable time in advance. Where the threat does not permit this, MR Service will inform the Client as soon as possible after the blockage or deactivation. After the end of the threat or the breach of contract, MR Service is to restore access and/or reactivate the connection without undue delay.

7. Undertakings and obligation to hold harmless

7.1. MR Service warrants that it is entitled to grant the Client the rights of use to the extent agreed, and that the Online Services are free of third-party rights, which could impede or exclude the agreed use.

7.2. Should a third party make a claim against the Client in respect of alleged violations of copyright or intellectual property rights, MR Service will hold the Client harmless against such claim and permit the continued use as agreed.

7.3. MR Service’s obligation to hold harmless applies to all expenses incurred by the Client due to or in connection with the third-party claim. The Client is to coordinate the legal defence with MR Service.

7.4. As for the rest, statutory provisions shall remain unaffected.

8. Client cooperation

8.1. The Client is responsible for reviewing the respective contents and results of the Online Services. The Client is solely responsible

• (i) for the correct use and correct entry of data into the Online Services,
• (ii) for the review and plausibility of the results generated with the Online Services, and
• (iii) for the legal and business decisions based thereupon.

8.2. The Client is to follow the instructions by MR Service or a contracted IT provider when ascertaining, describing or reporting any malfunctions. Upon request by MR Service, the Client is to use specific reporting formats and detail the error messages and issues as well as possible.

8.3. The Client is to prevent unauthorised third-party access to the Online Services and require its staff to comply with this obligation. The Client is also to implement appropriate IT security measures for this purpose.

8.4. Any unauthorised third-party access to the Online Services, for which the Client is responsible, must be reported to MR Service without undue delay after discovery. The Client undertakes to cooperate with MR Service as well as possible to prevent ensuing damage (especially, but not limited to, breakdown or interruption of the IT infrastructure or outflow of intellectual property.) The Client is liable for any damage caused in such cases.

8.5. The Client is solely responsible for independently determining whether the Online Services’ technical and organisational measures meet the Client’s requirements, including security provisions under the EU General Data Protection Regulation (“GDPR”) or other applicable data protection laws and provisions. The Client confirms and declares (taking into account the state of the art, the implementation costs, the type, extent, context and purpose of the processing of its personal data, and the risks for individuals) that the security processes and guidelines offer a level of security that is appropriate given the risk to the Client’s personal data.

9. Defects

9.1. MR Service ensures the running capability and contractually agreed quality of the Online Services. The Online Services are accordingly deemed defective if it does not fulfill the specified functions, returns flawed results, uncontrollably interrupts its performance or otherwise does not function as intended, so that the use of the Online Services is prevented or significantly impaired.

9.2. The Client is to report any defect in the Online Services to MR Service without undue delay after discovery. If such a report is made, MR Service is to provide a qualified response about the type and extent of the defect, as well as the estimated maximum repair time, within the agreed reaction time and depending on the class of defect defined therein.

9.3. MR Service is to remedy defects and other impairments to the use of the Online Services free of charge, within the maximum repair time agreed.

9.4. The Client may not reduce any agreed fees due to immaterial defects.

9.5. The Client does not have a right to terminate for deprivation of use if due contractual use cannot be deemed to have failed to be provided.

9.6. The Client may neither exercise rights of retention nor offset any own counterclaims, with the exception of those that are undisputed, ready for decision or legally binding.

10. Liability

10.1. The Client bears sole responsibility for its use of the Online Services. This means that it will be held liable for any use of the Online Services made through its access account.

10.2. MR Service’s liability is excluded

• (i) if the Client uses the Online Services in breach of contract;
• (ii) for legal and business decisions made by the Client on the basis of any results generated by the Online Services;
• (iii) for any damage caused by using Online Services provided free of charge for testing purposes.

10.3. However, no liability shall be limited or excluded

• (i) for claims resulting from injury to life, body or health,
• (ii) for damage due to wilful intent or gross negligence on its part or that of its legal representatives or agents, as well as
• (iii) for damage falling under a guarantee.

10.4. Furthermore, the liability of MR Service is limited to a maximum of 100% of the agreed annual fees per incident, and limited to a maximum of 200% of the average annual fees for the duration of the contract, for damages due to other negligent conduct on its part or that of its legal representatives or agents.

10.5. The above provisions apply accordingly to reimbursement of futile expenses, irrespective of the legal basis.

10.6. Liability under the German Product Liability Act (“Produkthaftungsgesetz”) is not affected.

11. Confidentiality

11.1. All information disclosed by one party to the other in the context of the contractual relationship is to be handled confidentially (“Confidential Information”). In particular, business secrets, source code and IT architecture, the functionalities of the Online Services and their internal logic, programmed Online Services content and data, know-how, documentation about interfaces and data formats, and information resulting from error messages, all constitute confidential information regardless of the medium in which they are contained and independently of whether they were transmitted in writing, orally, visually, electronically or otherwise.

11.2. The receiving party is obligated to restrict the disclosure of Confidential Information to those employees and/ or agents who need the Confidential Information to fulfill the contractual purpose, and who are strictly obliged to confidentiality both during and after their employment or engagement.

11.3. Information shall not be deemed confidential if the receiving party is able to prove that

• (i) it already lawfully possessed the information;
• (ii) the information was lawfully provided by a third party who was not obliged to keep it confidential;
• (iii) it independently developed the information; or
• (iv) the information is already in the public domain or will enter the public domain through no breach of any statutory or contractual obligation.

11.4. The parties are entitled to disclose Confidential Information where required by a legal provision, or under a court or administrative order. In such cases, the party is to notify, where allowed by law, the respective other party in Writing prior to the intended disclosure, and to undertake any reasonable measures provided by law to keep the scale of the disclosure as small as possible.

11.5. Each party is to disclose confidential information to its consultants or advisors only if and to the extent necessary for the purposes of the contract or for enforcing legal rights. Prior to such disclosure, the consultants or advisers concerned must sign a confidentiality agreement that complies with the confidentiality requirements laid down in these Terms, unless the advisers are already subject to a statutory or other professional secrecy or confidentiality obligation.

11.6. The confidentiality obligation in these Terms continues to be fully effective even if the contract is terminated or otherwise ends and applies for a period of five (5) years after the end of the term.

12. Data protection and security

12.1. MR Service ensures the security of the data entered by the Client into the Online Services with respect to data protection law, in particular the Federal Data Protection Act and the GDPR. It will in particular oblige employees and other agents it deploys to maintain confidentiality and data protection pursuant to the requirements of data protection law and provide evidence of this upon request.

12.2. The use of the Online Services may be subject to acceptance of the Data Processing Terms as set out separately, depending on the kind of data processed.

12.3. For the purposes of invoicing the Online Services, it can be necessary to document the volume of the Clients’ use of the Online Services. In this case, MR Service will inform the users respectively.

12.4. The customer is aware that the online service can only be used if the name, e-mail address of his employees and their usage data are processed in the process for the identification of authorized users and for the billing of usage. Without processing of this personal data, the use of the service is excluded. This data is always stored in Europe and processed there. Before using the online service, the customer is obliged to inform his employees about the processing of the above-mentioned data and the transfer to Europe as well as the regulations applicable to the employee according to GDPR. The customer alone is fully liable for possible claims by the customer's employees against MR or for damages due to violations of data protection law.

13. Term and termination

13.1. The Online Services are made available for operation on the day stipulated as the start of and for the duration of the agreed term.

13.2. On-Demand Credits are valid as indicated in the “On-Demand” service.

13.3. The term of a subscription is twelve (12) months and is automatically renewed by further periods of twelve (12) months, unless terminated by one of the parties upon written notice to the other party with at least one (1) month notice to the end of the current term.

13.4. In addition, the subscription may be terminated by either party for good cause without notice. There is deemed good cause particularly if MR Service is no longer able to execute the contract because the Client refuses to consent to the use of other Munich Re group companies, agents or sub-contractors.

13.5. Upon termination for whatever reason, all Client connectivity to the Online Services will be terminated and any other services to the Client based on these Terms will cease. The Client is responsible for the transfer of its content before termination takes effect. The content saved by the Client to the Online Services will be irrevocably deleted ninety (90) days after termination.

14. Obligations upon termination of the subscription

14.1. Irrespective of the reason for termination of the contractual relationship, the parties undertake to cooperate to ensure that the contractual relationship is terminated in an orderly manner.

14.2. If the Client requests MR Service to continue to provide services in this regard that it is not or no longer under a contractual obligation to render, MR Service is to provide such services to the extent that its technical, organisational and personnel resources permit, at an appropriate price in line with the market. This does not apply for Clients authorized by On-Demand Credits.

15. Miscellaneous

15.1. The Clients’ general terms and conditions of business do not apply.

15.2. Any amendments and addenda to the agreement between the parties are invalid unless made in writing. This also applies to a waiver of this requirement itself.

15.3. In the event that any individual provision or provisions of the contract should prove to be or become ineffective or unenforceable, this will not affect the validity of the remaining provisions of the contract. Any ineffective or unenforceable provision should be replaced by a provision that comes closest to achieving the intended economic effect of the ineffective or unenforceable provision in a permissible manner. Any omission should be remedied by a provision that would have been agreed by the parties on the basis of their economic intention had they been aware of the omission.

15.4. The contractual relationship between Clients and MR Service, the performance of the Online Services and any claims arising therefrom are to be governed solely by German law to the exclusion of any rules of law designating another legal system as being applicable.
The application of the UN Convention on Contracts for the International Sale of Goods is excluded.

15.5. Munich is the place of performance and jurisdiction.