General terms and conditions of Rwazi, Inc. for customers (Customer Terms)
Section 1: Scope
- Rwazi, Inc., headquartered in 2055 Limestone Road Suite 200-C., Wilmington, Delaware, 19808, United States (hereinafter “Rwazi”) offers a platform for collecting and analyzing consumer and retail data. These are the general terms and conditions for the business relationship between Rwazi and customers (“Customer Terms”).
- These customer terms apply unless the parties have not agreed on different regulations in the specific contract. Deviating, opposing or supplementary general terms and conditions of customers shall only become integral components of the contract if Rwazi agrees to their validity in text form. This requirement of approval also applies if Rwazi initiates the performance of services after becoming aware of a customer’s general terms and conditions.
Section 2: Subject of the contract
- Rwazi operates a virtual platform that assists customers in capturing, generating, segmenting, and analyzing both consumer and retail data (hereinafter “Platform“).
- The platform is an internet application. The customer does not download the underlying software for the platform; instead, the customer only uses the software on Rwazi’s IT infrastructure.
- Unless otherwise agreed, the customer is granted a simple, non-transferable, non-sublicensable, revocable right, restricted to the term of the respective individual contract, to use the platform on the Rwazi IT infrastructure according to these customer terms and the respective individual contract.
- Insofar as the customer enters personal data on the platform, the customer is considered a controller within the meaning of Art. 4 (7) GDPR, and Rwazi is considered a processor within the meaning of Art. 4 (8) GDPR. Unless otherwise agreed, by using the platform, the customer accepts the offer submitted by Rwazi to establish a processing agreement that specifies the rights and obligations of both parties concerning the processing of personal data; the processing agreement shall be provided by Rwazi upon the customer’s request.
- Unless otherwise agreed, for the term of the respective individual contract, the customer grants Rwazi a simple, transferable, sublicensable right to use the data entered by the customer on the platform for the purpose of performing services and any ancillary services according to these customer terms and the respective individual contract.
- Rwazi may monitor the proper contractual use of the platform by adopting suitable technical measures in compliance with data protection law and enforcing them if necessary, for instance, by restricting access or blocking access.
- Any changes to the program code and reference documents require the approval of Rwazi. All rights of use to the modified program code and reference documents are the exclusive property of Rwazi. To the fullest extent permissible, the customer will transfer any rights to the modified program code and reference documents to Rwazi. If such a transfer is not possible, the customer hereby grants Rwazi to the fullest extent permissible an exclusive, transferable, sublicensable, irrevocable license, free of charge and unrestricted as to place, time and content, to use the modified program code and reference documents for all known and unknown types of use. Statutory provisions concerning remuneration remain unaffected.
Section 3: Cooperation obligations of the customer
- The customer has the following cooperation obligations:a. All users that the customer has authorized to use the platform (hereinafter “Authorized Users“) must be named and any changes must be reported promptly.b. The customer must protect the access details assigned to them or the authorized users (usernames and passwords) against third-party access and must not pass on this data to third parties.c. The customer must instruct the authorized users appropriately, particularly if the customer permits them to use the platform on their own devices.d. In case of suspected abuse, the customer must inform Rwazi without undue delay.
- As soon as Rwazi obtains knowledge of unauthorized use, Rwazi shall block the access of the customer in question. Rwazi also reserves the right to change the access details of customers or authorized users for reasons pertaining to security; in such cases, Rwazi will promptly inform the customer of this fact.
Section 4: Technical requirements for using the platform
- Access to the platform is provided using telecommunications media (cloud-based) over the internet with Secure Socket Layer (SSL) encryption.
- Rwazi merely provides the IT functions of the platform. Provision of the necessary internet access is not part of Rwazi’s services.
Section 5: Service level
- Unless otherwise agreed and subject to the following provisions, Rwazi will enable the customer to use the platform 24 hours per day, 365 days per year as a rule.
- Since the platform is cloud-based, Rwazi can only eliminate faults if the cloud server is working without faults. Rwazi accepts no liability for faults in the cloud server. Rwazi will endeavor to rectify faults that are considered repairable in line with Sentence 1 within a period of two business days at most after receiving the fault notification.
- At the following times, Rwazi is entitled to decommission the platform in part or in whole, particularly for the purposes of maintenance, upkeep and data backups:a. where system uptimes are agreed, outside of these times;b. otherwise, on Sundays between 2 p.m. and 6 p.m.
- If Rwazi plans to decommission the platform in part or in whole at other times, Rwazi must announce this three business days before the planned decommissioning. The customer may only object to this decommissioning if there is good cause, and this objection must be submitted without undue delay. Where possible, Rwazi will name a replacement time unless the decommissioning cannot be postponed.
- The customer is not entitled to compensation for damages due to restrictions or exclusions relating to the usability of the platform.
Section 6: Additional services
- Unless otherwise agreed, Rwazi will perform additional services, such as consultation, based on 8-hour working days.
- Upon complete payment of the agreed remuneration, the customer will receive the simple right, unrestricted in terms of time and space, to the work results achieved by Rwazi, to use, reproduce and process these work results for international applications and purposes and to combine them with other programs or materials. For the duration of use until complete payment has been made, Rwazi transfers simple rights of use that are revocable subject to complete payment.
- Unless otherwise agreed, the customer must provide Rwazi with the infrastructure (rooms, telecommunications equipment, etc.) required to perform the services.
- Depending on the agreement, services can be performed either on-site or remotely using suitable technologies (Zoom, Skype, GotoMeeting, etc.). If services are performed remotely, the customer must ensure access to the transmission technology and necessary peripheral equipment.
Section 7: Liability
- Rwazi assumes unlimited liability for willful intent and gross negligence on the part of Rwazi, its agents and legal representatives; Rwazi only assumes liability for simple negligence in the event of breaches concerning cardinal contractual duties. Cardinal contractual duties are defined as obligations which are indispensable for the fulfillment of the contract, and for which the customer regularly relies and is entitled to rely on compliance. Liability for breaches of such cardinal contractual duties is restricted to the damages that are typical for this type of contract and which Rwazi should have been able to anticipate when establishing the contract based on the circumstances known at that time, up to the contract value at maximum.
- Rwazi is only liable for the loss of data according to the above paragraphs if the customer could not have prevented this loss by adopting suitable data backup measures.
- The present limitations of liability do not apply if explicit guarantees have been made, for claims due to a lack of warranted qualities or for damages due to injury of life, body or health. Liability according to the product liability law also remains unaffected.
- Rwazi accepts no liability for breakdowns of the cloud. In the event of a breakdown lasting longer than 24 hours, the customer is entitled to proportionately reduce the remuneration paid for the use of the platform according to the duration of the breakdown.
Section 8: Indemnification
- Rwazi agrees, at its own expense, to defend and hold harmless customer from and against any claim, suit, or liability brought by a third party against a customer that customer suffers for infringement of third-party rights (in particular including patent, copyright, trade secret or trademark infringement or other commercial exploitation) in connection with any customers' use of the services provided by Rwazi.
- Customer shall (a) defend Rwazi from and against any claim by a third party alleging that the customer data, or customer’s use of the services in breach of these customer terms infringes or misappropriates such third party’s intellectual property rights or violates applicable laws, and (b) in relation to such claim, indemnify and hold harmless Rwazi from any damages and costs awarded or agreed to in settlement by customer (including reasonable attorneys’ fees).
Section 9: Remuneration and payment conditions
- Rwazi will receive the remuneration outlined in the individual contract for the services owed according to these customer terms and the individual contract in question.
- Any fees must be paid in advance.
- Unless otherwise agreed, such as in the case of self-checkout where payments are made automatically on an agreed upon schedule, invoices are due for payment within 10 days after receipt of the invoice without any deduction.
- Bank transfer is agreed as the standard payment method as a rule where payment method is not otherwise specified.
Section 10: Duration, termination and cancellation of services
- Unless otherwise stipulated, the respective individual contract enters into force by signing as of the signing date and remains valid for a period of one year. After that, the individual contract is automatically renewed by an additional year in each case unless it is terminated with a notice period of 3 months to the end of the respective term. In the event of termination, the full license fee becomes due immediately when the term expires. Claims to reimbursement for travel costs that have already been incurred (incl. costs of potential cancellation) become due immediately and in full. The fee for services that have already been performed becomes due immediately and in full.
- The right to extraordinary termination for good cause remains unaffected. Good cause includesa. payment default in the amount of two installments if the regular payment of installments has been agreed,b. lack of willingness to cooperate on the part of the customer and failure to deliver the documents required to perform the services.
- The customer may cancel ordered services up to five working days before the performance of services is planned. For cancellations up toa. two working days before the planned performance of services, the customer must pay 50% of the full fee,b. 24 hours before planned performance of services, the customer must pay 100% of the full fee. The customer is entitled to demonstrate that damages occurred to a lesser extent.
Section 11: Data protection and data security
- The Rwazi servers are secured according to the latest technological standards, particularly using firewalls. However, the customer is aware of the general risk that transmitted data may be intercepted during transmission. This applies not only to the exchange of information via e-mails that leave the system, but also to all other data transmission. For this reason, the confidentiality of data transmitted when using the platform cannot be guaranteed.
- The customer bears sole responsibility for securing the information received or obtained when using the platform. The customer will regularly back up this information/documents on an independent data storage medium/server. This particularly applies if authorized users also use the platform on their own end devices on behalf of the customer.
- The customer is obliged to comply with applicable data protection laws with respect to the personal data of third parties, such as other customers, which the customer may obtain when using the platform. The customer will only use this data for contractual communication or for communication prior to entering into a contract. The customer will instruct all members of executive bodies, employees, representatives, authorized users and agents accordingly.
- If the customer allows authorized users to use the platform on the authorized users’ personal end devices, the customer is the sole controller for the processing of any personal data concerning these individuals within the meaning of Art. 24 GDPR. The processing agreement pursuant to Section 2 remains unaffected.
Section 12: Confidentiality
- Within the meaning of these customer terms, “confidential information” refers to all business secrets, the existence and content of the business relationship between the parties as well as all other information the customer places on the platform that is non-public, confidential and/or protected.
- The parties are obligateda. To treat confidential information as strictly confidential, and only to use such information for the purpose of fulfilling contractual obligations resulting from the contractual relationship with the customer,b. To refrain from passing on or disclosing confidential information to third parties and to refrain from providing access to confidential information to third parties,c. To adopt appropriate measures to prevent unauthorized persons from obtaining access to confidential information, andd. To protect confidential information against unauthorized access by third parties using appropriate secrecy measures and to comply with the legal and contractual regulations concerning data protection when processing confidential information. This also includes the technical security measures adapted to the latest technological standards (Art. 32 GDPR) and the obligation of employees to observe confidentiality and comply with data protection regulations (Art. 28 (3)(b) GDPR).
- The obligations listed in Paragraph 2 do not apply to confidential informationa. that was general knowledge or generally accessible to the public before the communication or handover, or this occurs at a later date without violating any confidentiality obligations;b. that was already known to Rwazi before the disclosing party made the disclosure and it can be demonstrated that no confidentiality obligations were violated;c. that was developed independently by Rwazi without the use or reference of the customer’s confidential information;d. that is handed over or made accessible to Rwazi by an authorized third party without violating any confidentiality obligations;e. that must be disclosed due to mandatory statutory provisions or a court decision and/or a decision of an authority.
- The obligations under Section 11 of this document continue to apply for a period of three years after the termination of the contractual relationship. Statutory provisions concerning the protection of business secrets remain unaffected.
Section 13: Non-solicitation clause
The customer may not hire away employees from Rwazi. If this prohibition is violated and the employment relationship of a Rwazi employee is terminated for this reason, the customer is obliged to pay a contractual penalty to Rwazi matching the employee’s last gross annual salary at Rwazi.
Section 14: Changes to these customer terms
Rwazi reserves the right to change or amend these customer terms in whole or in part with future effect for the following reasons: legal or regulatory reasons, security reasons, to further develop or optimize existing qualities of Rwazi services and to add additional qualities, to adapt to technical progress and make technical adjustments and in order to guarantee the future functionality of the services provided by Rwazi. Rwazi will inform the customer of any changes, communicating the specific content of the modified provisions with sufficient advance notice of at least two weeks before the planned entry into force of the changes. The changes are deemed as accepted by the customer if the customer does not object to them within two weeks upon receipt of the notification. In the change notification, Rwazi will separately inform the participant concerning the right of objection and the above-mentioned legal consequences of remaining silent.
Section 15: Final provisions
- The customer grants revocable consent to Rwazi to use its name, logo and other customer characteristics free of charge for reference purposes, in particular on the homepage https://rwazi.com and during public relations work and marketing campaigns.
- Offers are binding for 14 days after submission, unless otherwise stipulated in the individual contract.
- In connection with the provision of the services, Rwazi may use the e-mail address for direct advertising for his own similar goods or services. The customer may object to the use at any time, without any charge.
- All declarations concerning this contractual relationship must be submitted in text form (e.g. e-mail, fax) unless otherwise agreed.
- The parties are only entitled to offsetting, retention and/or refusal of performance if the claim in question is uncontested, acknowledged by the other party and/or established by a final judgment. The customer is not entitled to pledge claims. Rwazi requires no prior consent for the assignment of the claims arising out of these customer terms.
- The place of fulfillment and sole place of jurisdiction for all disputes arising from the contractual relationship including these customer terms is Wilmington, Delaware. However, Rwazi is entitled to bring legal action at the registered seat of the customer.
Wilmington, July 3, 2023.
General terms and conditions of Rwazi, Inc. for mobile application users (User Terms)
Section 1: Introduction
These Platform Standard Terms And Conditions (these “Terms” or these “Platform Standard Terms And Conditions”) contained herein on this form, shall govern your use of this platform, including the mobile application and all pages within this website (collectively referred to herein below as this “Website”). These Terms apply in full force and effect to your use of this Platform and by using this Platform, you expressly accept all terms and conditions contained herein in full. You must not use this Platform, if you have any objection to any of these Terms And Conditions.
Section 2: Intellectual Property Rights
Other than your biographical information, which you may have opted to include on this Platform, under these Terms, Rwazi owns all rights to the intellectual property, data and material contained in this Platform, and all such rights are reserved.
You are granted a limited license only, subject to the restrictions provided in these Terms, for purposes of viewing the material contained on this Platform.
Section 3: Restrictions
You are expressly and emphatically restricted from all of the following:
1. publishing any Platform material in any media;
2. selling, sublicensing and/or otherwise commercializing any Platform material;
3. publicly performing and/or showing any Platform material;
4. using this Platform in any way that is, or may be, damaging to this Platform;
5. using this Platform in any way that impacts user access to this Platform;
6. using this Platform contrary to applicable laws and regulations, or in a way that causes, or may cause, harm to the Platform, or to any person or business entity;
7. engaging in any data mining, data harvesting, data extracting or any other similar activity in relation to this Platform, or while using this Platform;
8. using this Platform to engage in any advertising or marketing;
Consequences of engaging in any of the above restricted activities include, but are not limited to, termination of account and legal action.
Certain areas of this Platform are restricted from access by you and Rwazi may further restrict access by you to any areas of this Platform, at any time, in its sole and absolute discretion. Any user ID and password you may have for this Platform are confidential and you must maintain confidentiality of such information.
Section 4: Your Content
In these Terms And Conditions, “Your Content” shall mean any audio, video, text, images or other material you choose to upload to or display on this Platform. With respect to Your Content, by uploading or displaying it, you grant Rwazi a non-exclusive, worldwide, irrevocable, royalty-free, sublicensable license to use, reproduce, adapt, publish, translate and distribute it in any and all media.
Your Content must be your own and must not be infringing on any third party’s rights. Rwazi reserves the right to remove any of Your Content from this Platform at any time, and for any reason, without notice.
Section 5: No warranties
This Platform is provided “as is,” with all faults, and Rwazi makes no express or implied representations or warranties regarding the accuracy, reliability, availability, or of any kind related to this Platform or the materials contained on this Platform. Additionally, nothing contained on this Platform shall be construed as providing consultation or advice to you.
Section 6: Limitation of liability
In no event shall Rwazi, nor any of its officers, directors and employees, be liable to you for anything arising out of or in any way connected with your use of this Platform, whether such liability is under contract, tort or otherwise, and Rwazi, including its officers, directors and employees shall not be liable for any indirect, consequential or special liability arising out of or in any way related to your use of this Platform. Additionally, nothing contained on this Platform shall be construed as providing consultation or advice to you.
Section 7: Indemnification
You hereby indemnify to the fullest extent Rwazi from and against any and all liabilities, costs, demands, causes of action, damages and expenses (including reasonable attorney’s fees) arising out of or in any way related to your breach of any of the provisions of these Terms.
Section 8: Severability
If any provision of these Terms is found to be unenforceable or invalid under any applicable law, such unenforceability or invalidity shall not render these Terms unenforceable or invalid as a whole, and such provisions shall be deleted without affecting the remaining provisions herein.
Section 9: Variation of Terms
Rwazi is permitted to revise these Terms at any time as it sees fit, and by using this Platform you are expected to review such Terms on a regular basis to ensure you understand all terms and conditions governing use of this Platform.
Section 10: Assignment
Rwazi shall be permitted to assign, transfer, and subcontract its rights and/or obligations under these Terms without any notification or consent required. However, you shall not be permitted to assign, transfer, or subcontract any of your rights and/or obligations under these Terms. User consent will be sought if any personal data is transferred to a new entity.
Section 11: Entire Agreement
These Terms, including any legal notices and disclaimers contained on this Platform, constitute the entire agreement between Rwazi and you in relation to your use of this Platform, and supersede all prior agreements and understandings with respect to the same.
Section 12: Governing Law & Jurisdiction
These Terms will be governed by and construed in accordance with the laws of Delaware, USA, and you submit to the non-exclusive jurisdiction of the courts located in Delaware, USA for the resolution of any disputes.
Wilmington, July 3, 2023.