Terms & Conditions of Munich Re Service GmbH

1. Scope of application

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

2. Definitions

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

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

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

“Agreement” refers to any formal written agreement signed by the Parties, establishing the terms, rights, and obligations related to this Terms. 'Agreement' includes any appendices, addendums, amendments, or supplements that have been agreed upon in writing and signed by the authorized representatives of the Parties.

“Client” refers to the Party or Parties who are using or receiving the Online Services, products, or provisions as outlined in this Terms. The Client is responsible for fulfilling the obligations set forth in this Agreement and for payment of the corresponding fees or costs, unless otherwise agreed upon.

“Party” or “Parties” refers to the contracting parties, namely all natural or legal persons who have signed the Agreement and are thus legally obligated to fulfill the provisions therein. The Parties are collectively bound by the provisions of this contract and have the corresponding rights and obligations as defined in the Agreement.

"Online Services" are web applications described in more detail in a separate description which is subject matter of the agreement between the parties.

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

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 the provision and the use the Online Services. The Client acknowledges and agrees that access to and use of the Online Services are contingent upon adherence to the terms and conditions set forth herein.

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-of-the-art security.

3.5. In order to meet its contractual obligations, MR Service may at any time use qualified sub-contractors when providing the 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 subscription to qualify as user. Only individuals or organizations with a valid subscription are entitled to use the Online Services.

4.2. Each user receives an access account for identification and authentication purposes in the Online Services. 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, either the client nor a user must grant third parties access to the Online Services.

4.4. MR Service shall be notified of any additional use of the Online Services exceeding the subscribed usage limits in case there is no automatic usage tracking implemented within the Online Services. Any additional use beyond the subscribed usage limits leads to an adjustment of the fees as per the licensing provisions.

5. Fees and invoicing

5.1. Subscription fees shall be determined and agreed upon separately between the Parties. Any payments on account, commitment fees, charges for additional services such as consulting and training, as well as expenses incurred for supplementary memory space in the Online Services, and any other costs to be reimbursed by the client, shall be subject to separate agreement.

5.2. Subscription fees are invoiced in accordance with applicable legal requirements, either net of or inclusive Value Added Tax (VAT). The Parties agree to adhere to all relevant tax laws and regulations governing the invoicing and payment of subscription fees or any other charges under the Agreement. The Client shall bear responsibility for any other taxes, levies and customs duties, or similar charges, particularly those originating from the client’s country of domicile, are to be borne by the client. Additionally, the Client shall be responsible for any fees associated with money transfers required for payment of the subscription fees or any other charges under the Agreement.

5.3. Subscription fees are invoiced annually in advance and due for payment thirty (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 and license to use the Online Services and their results derived therefrom, in accordance with these Terms and for the time agreed upon in the Agreement. The right of use and license may neither be sub-licensed, assigned or otherwise transferred to any third party without the prior written approval of MR Service.

6.2. The client may use the Online Services for its own internal purposes only. The use is limited to the volume and purpose explicitly agreed upon for the subscribed license and service. Any use beyond the agreed volume or purpose requires prior written consent from MR Service.

6.3. The client retains all rights, in particular its industrial property rights and copy rights, to the content (data or information) that the Client places to the Online Services. MR Service will treat all content that the client places on the Online Services confidentially in accordance with the confidentiality provision in these Online Services Terms.

6.4. 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.

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

6.6. The client must ensure that any content of the Online Services is not used by any third party for their purposes. Any form of trade with or commercialization of content or results of the Online Services is prohibited unless agreed otherwise with MR Service. The client must not publish the results generated by the Online Services in a publicly accessible document, on the internet or in any media addressed to the public without MR Service’s prior approval with the exception of Task Force on Climate Related Financial Disclosures (TCFD) reporting including any annual or other reports on climate risk.

6.7. The client is not entitled to copy, to reverse engineer, to translate, to disassemble, decompile, or otherwise modify the Online Services or other provided materials, or to create works derived therefrom, where not expressly authorized by statute.

6.8. 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.

6.9. MR Service is entitled to temporarily block the client’s access to the Online Services and/or temporarily deactivate the connection to the Online Services, if and as far as any:

(i) use of the Online Services by the client is in breach of contract (e.g. unauthorized or improper use of the Online Service), 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 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 rights of use to the client 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 assert a claim against the client regarding alleged violations of copyright or intellectual property rights, MR Service shall hold the client harmless against such claim and permit the continued use as initially agreed.

7.3. MR Service’s obligation to hold harmless applies to all expenses incurred by the client arising from or in connection with the third-party claim. The client is obligated to coordinate the legal defense in collaboration with MR Service.

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

8. Client cooperation

8.1 The client is responsible for carefully reviewing the contents uploaded to and the results of the Online Services. In particular, the client assumes sole responsibility for:

(i) the correct and accurate use of and proper entry of data into the Online Services,

(ii) for the review and confirmation of the plausibility of the results generated through the Online Services for the intended use, and

(iii) making legal and business decisions based on those result.

8.2 The client is to adhere to the instructions provided by MR Service or a sub-contracted IT provider when ascertaining, identifying, describing, or reporting any malfunctions. Upon request by MR Service, the client is to use specific reporting formats and provide comprehensive details, including error messages and issues to the best of his ability.

8.3. The client is to prevent unauthorized third-party access to the Online Services and ensure that its staff adheres to with this requirement. The Client is also to implement appropriate technical and organizational IT security measures for this purpose.

8.4. Any unauthorized third-party access to the Online Services, for which the client is responsible, must be reported to MR Service without undue delay upon discovery. The Client undertakes to cooperate with MR Service applying all necessary ressource to prevent any resulting damage (including, but not limited to, breakdown or interruption of the IT infrastructure or intellectual property breaches). The Client is held liable for any damages incurred in such cases.

8.5. The client is solely responsible for independently determining whether the Online Services’ technical and organizational measures meet the client’s requirements, including security provisions under the EU 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 they do not fulfil the specified functions, return flawed results, uncontrollably interrupts its performance or otherwise do 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. Agreed fees remain unaffected in case of immaterial defects.

9.5. The is not entitled to terminate the agreement for deprivation of use unless a clear failure to provide contractual use can be demonstrated.

9.6. The client may neither exercise rights of retention nor offset any own counter-claims, exception for those that are undisputed, ready for decision or legally binding. The exercise of a right of retention not based on a right arising from the Agreement is impermissible.

10. Liability

10.1. The Client, including its representatives, assumes sole responsibility for its use of the Online Services. Client is accountable and liable for any use of the Online Services carried out through its access account.

10.2. MR Service´s liability is excluded for damages that are not attributable to MR Service, in particular:

(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 third party content. MR Service may only provide access to and store such third party content through its Online Services for its clients.

(iv) 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 intent, gross negligence as well claims resulting from culpable injury to life, body or health,

(ii) to the extent MR Service is subject to liability under mandatory statutory provisions such as the German Product Liability Act (“Produkthaftungsgesetz”),

(iii) to the extent MR Service has fraudulently concealed a defect or assumed a guarantee.

10.4. For other than in 10.3 mentioned, negligently caused damages, if such are based on the breach of a material contractual obligation of MR Service, MR Service´s liability is limited in amount to the foreseeable, contract-typical damages at the time of Agreement conclusion. Material contractual obligations are obligations whose fulfillment enables the proper execution of the Agreement in the first place and the violation of which jeopardizes the achievement of the purpose of the Agreement and on whose compliance the Client can regularly rely. Foreseeable, contract-typical damages are damages that are typically expected in a contract of the present nature in case of the respective breach of obligation by MR Service.

10.5. The strict liability of MR Service for breaches of warranty upon commencement of the lease (verschuldenunsabhängige Haftung für anfängliche Mietmängel) in accordance with Section 536a (1) Alt. 1 of the German Civil Code shall be excluded. The warranty for only insignificant reductions in the suitability of the Online Services is excluded.

10.6. Unless otherwise stipulated above, the liability of MR Service is excluded. To the extent that the liability of MR Service is excluded or limited, that also applies to its representatives, employees and agents.

10.7 MR Services´ liability under the Agreement shall be limited to a period of one (1) year from the date of the provision of the Online Services. Any claims for damages or losses arising from the performance or nonperformance of the Online Services must be exercised within a one (1)-year period, failing such they shall be deemed waived. The aforementioned is not applicable to cases where MR Services´ liability applies unlimited as set forth in Clause 10.3.

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, access information to the Online Services, business secrets, source code and IT architecture, the functionality of the Online Services and their internal logic, programmed Online Services’ content, 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, regardless whether the information is designated as “confidential” or not independently of the way they were transmitted.

11.2. Each Party who receives Confidential Information "the receiving Party" is obligated to restrict the disclosure of Confidential Information to those employees and/or agents especially those of companies of the Munich Re Group who need the Confidential Information to fulfil the purpose of the contract, and who are all strictly obliged to confidentiality both during and after their employment or engagement. MR Service may, however, store contract information on IT systems to which employees of Munich Re AG may also have access to. These employees are, however, strictly obliged to confidentiality.

11.3. Information shall not be deemed confidential

(i) if the receiving party is able to prove that it previously and 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. 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 limit the extent of the disclosure to the possible minimum.

11.5. 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 advisors 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 of the Agreement.

12. Data protection and security, regulations

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 GDPR. It will oblige employees and other agents it deploys to data protection pursuant to the requirements of data protection law, and provide evidence of this upon request.

12.2. Before provision of and access to the Online Services, the parties shall review the data protection regulations in order to ascertain which regulations apply, involving the company Data Protection Officer if necessary. The client shall inform MR Service whether or not personal data could be affected by the Online Services, and if so, of the level of protection required for the data. If deemed necessary, the parties shall include Data Processing Terms in their contract.

12.3. The client is responsible for its compliance with all laws and regulations applicable to the Online Services and to take and maintain all necessary data protection and data security measures. It is the client’s responsibility to respond to potential enquiries by third parties required under laws and regulations relating to the use of the Online Services.

12.4. f necessary for invoicing the Online Services, MR Service shall document and/or conduct periodic assessment of the volume of the Client’s use of the Online Services. In such a case, MR Service will expressly inform the Client.

12.5. The Client is aware that the use of the Online Services requires the name and e-mail address of his employees and that their usage data are processed in the process for the identification of authorized users and for the billing of usage. Without processing of such personal data, the use of the Online Services is not possible. This data is always stored and processed in the European Union. Before using the Online Services, the Client is obliged to inform his employees about the processing of the above-mentioned data and the transfer to the European Union if there is such as well as the regulations applicable to the employee according to GDPR. The Client is solely and fully liable for possible claims by the Client’s employees against MR Service or for damages due to violations of data protection law by the Client.

13. Force majeure

13.1. Neither Party shall be held liable for delays or failure to perform its obligations due to events of force majeure. Force Majeure events include, but are not limited to, war, civil unrest, natural disasters or fire, sabotage, epidemics, quarantine, government actions, monetary, trade, embargoes, lockouts, business disruption that are not attributable to MR Service, or similar.

13.2. External attacks on computer systems that cannot be protected against using currently available technology at economically reasonable cost and that considerably impair the system functionality are also considered as Force Majeure events.

13.3. In the case of a Force Majeure event, the affected contracting Party shall promptly notify the other Party and confirm this notification within five business days in writing, including a description of the causes giving rise to the Force Majeure event.

14. Corporate responsibility

The Munich Re Group is member of the United Nation’s Global Compact Initiative, thus committing itself to protecting human rights, preventing forced, compulsory and child labor, promoting environmental protection, and combating corruption. As a prerequisite for cooperation, MR Service expects the client or partner to comply with the principles laid down in the UN’s Global Compact.

15. Term and termination

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

15.2. Unless otherwise agreed, the Agreement is concluded for twelve (12) months and is automatically renewed by further terms of each twelve (12) months, unless terminated by either Party by written termination notice to the other Party with one (1) month’s notice to the end of the current term.

15.3. In addition, the Agreement may be terminated by either Party for good cause without notice. There is deemed good cause for MR Service 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 within the scope of providing the Online Services.

15.4. Upon termination of the Agreement for whatever reason, all Client connectivity to the Online Services will be terminated and any other services to the Client based on the Agreement 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.

16. Obligations on termination of the Agreement

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

16.2. Upon Client´s request, MR Service may continue to provide post-termination services which it is not or no longer under a contractual obligation. MR Service is to provide such services to the extent that its technical, organizational and personnel resources permit. Such support shall be subject to mutual agreement and shall be based on fair market rates and reasonable compensation. The Client agrees to compensate MR Service for any post-termination support services rendered, based on fair rates that are customary within the industry.

17. Amendment of this Terms

17.1. MR Service is entitled to amend these Terms if necessary for compelling reasons and the original balance of performance and consideration is maintained through the amendment, and the amendment is reasonable for the Client in its outcome.

A compelling reason exists:

(i) if and to the extent that developments occurring after the conclusion of the Agreement, which MR Service could not foresee and which were neither caused nor influenced by the Client, result in significant difficulties in the performance of the Agreement.

(ii) if and to the extent that the amendment is necessary to eliminate non-significant difficulties in the performance of the Agreement due to gaps in regulation that arise after the conclusion of the Agreement. A gap in regulation may arise if case law changes regarding the validity of provisions of these Terms or if a change in the law leads to the invalidity of one or more provisions of these Terms.

(iii) If the amendments are purely administrative in nature without any effects on the Client.

17.3. Changes pursuant to this provision will be communicated to the Client at least six (6) weeks before the change is to take effect. This communication will clearly and understandably inform the Client about the timing and content of the change. If the Client is entitled to a special termination right according to the provision below, the Client will also be clearly and understandably informed about such right in the communication.

17.4. The Client may terminate the Agreement within three (3) months from receipt of the notification according to the above clause, unless the communicated change is exclusively for the benefit of the Client, purely administrative in nature without negative effects on the Client, or directly prescribed by Union law or national law. The Agreement can be terminated by the termination no earlier than the time at which the change is to take effect. The right to terminate the Agreement due to good cause or according to Section 15 of these Terms remains unaffected.

18. Miscellaneous

18.1. The Client’s general terms and conditions of business do not apply.

18.2. 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.

18.3. In the event that any individual provision or provisions of this Terms should prove to be or become ineffective or unenforceable, this does not affect the validity of its remaining provisions. Any ineffective or unenforceable provision is to 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.

18.4. The contractual relationship between Client and MR Service, the performance of the agreed 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 UN Convention on Contracts for the International Sale of Goods is excluded.

18.5. Munich is the place of performance and jurisdiction.

18.6. The Preamble and the Annexes to the Agreement are integral parts hereof. Should any of the provisions contradict one another, the provisions of the respective documents apply in the following order of precedence:

(i) License Agreement,

(ii) these Online Services Terms,

(iii) Service Level Agreement,

(iv) Online Services Product Descriptions.