§ 1 Services
The scope of services to be performed by the EQS Group AG and the client’s obligation to cooperate are detailed in the respective product and service specifications. These specifications shall be contained in an agreement made in writing or lodged online for orders.EQS Group AG shall be entitled to revise and modify the service specifications after notifying the client in writing or in electronic form, provided that – and taking into account EQS Group AG's interests – such revision and modification is just and reasonable for the client and provided that the essential subject of the respective service is not cancelled and made void. Any revision and modification shall be deemed accepted by the client should the client fail to object to any such revision and modification with a statement made in writing or in electronic form and posted within a period of one month. EQS Group AG shall inform the client of aforesaid consequence again when notifying the revision.
The present General Terms & Conditions shall apply to the exclusion of the client’s General Terms & Conditions for the entire duration of business relations between the contracting parties.
EQS Group AG shall be entitled to revise or modify the present General Terms & Conditions. EQS Group AG shall send the respective revised or modified version of the General Terms & Conditions to the client by mail, fax, or email. The revision or modification shall be deemed accepted should the client fail to object to such revision or modifications within a period of six weeks upon receipt.
§ 2 Admissible Content
The client shall be solely responsible for content and form of the transmitted information. The client shall be responsible for ensuring that the transmitted information is not unlawful and that it complies with all applicable laws, stock exchange regulations, and market customs and usuances. The client shall supply in due time all documents and data - according to EQS Group AG's specifications – required by EQS Group AG for providing the services as specified in the product and service specifications.
The client shall defend, indemnify and hold EQS Group AG harmless from any and all claims, damage and expenses which may incur from a failure to comply with the regulations from incorrect, incomplete, or in other ways misleading or otherwise illegal content. The same applies in case of claims from third parties as a result of the client’s content, which can be accessed via a link on the Internet platform. The indemnity obligations include, without any limitation, the expenses for reasonable and adequate attorneys’ fees.
Within the framework of ad-hoc publishing services the client shall publish only facts relating to the client and influencing stock prices in the sense of the publishing regulation (ad-hoc announcement) as described in EQS Group AG’s respective service specifications.
Transmission of announcements for other purposes shall not be permitted. This regulation shall apply respectively for transmitting any other notification requirements.
§ 3 Intellectual Property Rights and Rights of Use
In cases of clients handing over copyrighted, trademark-protected material and works to EQS Group AG within the framework of a contract the client grants EQS Group AG the simple, non-exclusive usage rights, free of charge and unrestricted for the duration and the scope of the respective contract. The client insures that no rights of any third party, in particular no intellectual property rights, conflict with the agreed use and disposal of the client’s material, data and documents.
The client grants EQS Group AG the simple and transferable right to use and dispose of all information the client transmits to EQS Group AG worldwide without restrictions or limitations and for an unlimited period of time, at EQS Group AG’s discretion, including, without limitation, the right to copy, distribute, display and reproduce in public, store, and edit or modify the information without altering its content. EQS Group AG may grant to third parties the right to use and dispose of such information the same way EQS Group AG may use and dispose of it including the right to grant the same simple usage and exploitation rights to third parties (sub-license).
The client shall defend, indemnify, and hold EQS Group AG harmless from all claims, damages, and expenses claimed by any third party on grounds of any infringement of intellectual property rights or other industrial property rights resulting from the agreed use of the clients’ information. §2 Clause 1 shall apply correspondingly.
§ 4 Remuneration
EQS Group AG shall be remunerated in accordance with the respective effective price lists or according to the respective effective product and service specifications. EQS Group AG shall invoice the client any usage-dependent remuneration and set-up fees upon providing the service. Monthly remuneration at the beginning of the month.
§ 5 Access Protection
Pre-requisite for using EQS Group AG’s services provided via the online platform “COCKPIT” is the use of a user name and a password (including SecurID token). The client undertakes to protect the logon details including the SecurID token from all unauthorised use and access.
The client shall be liable to EQS Group AG for any and all loss or damage resulting from any unauthorised use of the logon details unless such loss or damage is the result of negligence of the duty of care incumbent solely on EQS Group AG.
§ 6 Confidentiality / Privacy
EQS Group AG shall take all reasonable technical, personnel and organisational measures to protect any confidential information prior to release from third party access.
EQS Group AG undertakes to maintain secrecy regarding the confidential information received in the context of the contractual relationship, unless EQS Group AG is required by law or official decree to disclose such information. EQS Group AG shall disclose such information to sub-licensors and their staff only to such extent as is required for fulfilling EQS Group AG's contractual obligations.
§ 7 Availability / Force Majeure
EQS Group AG shall strive to make the online user platform (“COCKPIT”) including related services, databases and servers - as much as technically feasible - available at all times. However, for technical reasons there is no right for an at-all-times availability of EQUITYSTORY’s services, databases and servers.
In a case of force majeure, for example, war, unrest or any other similar events beyond EQS Group AG’s responsibility such as fire, riots, lock-out, breakdown of telephone communication systems, interference of EQS Group AG’s technical systems or vicarious agents resulting from a computer virus, EQS Group AG shall be exempt from their obligation to perform for the duration of the event of force majeure and for a subsequent reasonable period of time for starting up business again. EQS Group AG undertakes to notify the client (especially clients with ERS interface agreements) in the event that the availability of its services was disrupted on a trading day for a period of more than 24 hours.
§ 8 Liability
EQS Group AG shall assume liability only for deliberate acts and gross negligence. All liability for each individual event of loss or damage and for all events of loss or damage from, or in connection with the contractual relationship in the course of one calendar year shall be limited to the total amount of remunerations payable by the client in the respective calendar year. The liability limitations mentioned in the aforementioned sentences shall not apply in cases of injury to life, body and health of the client or in cases of breach of cardinal obligations, i.e. duties arising from the nature of the contract in which their violation would endanger the achievement of the purpose of the contract. In this regard EQS Group AG shall bear liability for all degrees of negligence.
Where damages are concerned which do not result from injury to a client life, body and health, EQS Group AG only assumes liability for typically occurring damage. The preceding provisions shall not include any change of the burden of proof to the disadvantage of the client.The EQS Group AG shall assume no liability whatsoever for correct reproduction and display of the contents by any third party on their websites.
§ 9 Final Provisions
The EQS Group AG shall be entitled to assign any of its contractual rights and duties to third parties without obtaining the consent of the client.
The solely applicable law shall be the law of the Federal Republic of Germany. Place of performance and sole place of jurisdiction shall be the respective headquarters of EQS Group AG (Munich).
Should one or more provisions of this agreement be or become invalid or unenforceable the remaining provisions shall remain unaffected.