The following terms and conditions apply to the use of the „TRUSTED NETWORK“ (the “Platform”) and all subsequent agreements associated to the use of the Platform. The Platform is operated by Beiersdorf AG (“BDF”). The company / university / institute which through its Employees (as defined hereinafter) or – if a user acts on his own behalf – the person who wants to use the Platform (hereinafter the “Community Member”) agrees that these terms are binding without modifications for its use of the Platform. “Employee” or “Employees” means salaried and hired-out employees of a Community Member who register on the Platform. The Community Member shall ensure that its Employees abide by these terms and conditions. Requests for Proposal may be posted by BDF and / or its affiliates worldwide and confidential information of the Community Member and/or its affiliates may be shared freely amongst the affiliates of BDF. Affiliates shall mean affiliates within the meaning of sec. 15 et seq. of the German Stock Corporation Act.
Every Community Member will have to sign a Non-Disclosure Agreement with BDF to fully use the Platform. The term “BEIERSDORF”, “COMMUNITY MEMBER” and “PARTY” as referred to in any Non-Disclosure Agreement or amendment to such Non-Disclosure Agreement shall read “BEIERSDORF and/or its AFFILIATES”, “COMMUNITY MEMBER and/or its AFFILIATES” and “PARTY and/or its AFFILIATES” if the affiliates are not explicitly referred to. Other websites operated by BDF may contain terms and conditions which are different from these terms and conditions.
The Platform may not be used by minors (persons aged under 18) and by individuals or entities incapable of contracting.
To gain access to requests for Proposals and/or to invitations to submit tenders for contract research projects and/or to enable the Community Member to post a proposal for a solution (“Proposal”) via the Platform Community Member needs to register on the Platform through its Employees.
When registering on the Platform Community Member’s Employees will each obtain a login name and a password. Community Member agrees to abide by the following rules regarding the user accounts and to request its Employees to follow them:
• The confidentiality of the Employees’ passwords and user accounts must be strictly maintained.
• Community Member will immediately notify BDF of any unauthorized use of its Employees’ passwords or user accounts or any other breach of security which becomes known to it or which it has reasons to suspect.
• Community Member is responsible for ensuring that if one of its Employees stops working for it the respective user account must be terminated.
• If Community Member agrees to be bound by a Non-Disclosure Agreement entered into on its behalf by its parent company (“NDA”) for the use of the Platform, Community Member confirms that he falls under the definition of Affiliates used in this NDA. Community Member (i.e. its Employees) shall no longer be allowed to use the Platform if Community Member stops to be an Affiliate (as defined in the NDA) of its parent company. In such case Community Member may only regain access to the Platform if Community Member registers again on the Platform and enters into a new NDA with BDF.
BDF reserves the right to deny Community Members/its Employees’ registration at its free discretion. Moreover BDF reserves the right to suspend or terminate all or individual user accounts of a Community Member at any time. Likewise Community Member may terminate all or individual user accounts at any time. If a user account has been suspended or terminated by BDF, BDF may deny the respective Community Member and/or the individual user to register again on the Platform.
BDF will only allow a limited number of a Community Member’s Employees to register on the Platform.
The use of the Platform is free of charge.
Community Member acknowledges that BDF and/ or its affiliates ask it to provide Proposals for BDF’s and/or its affiliates’ requests free of charge on a voluntary basis. Community Member and/ or its affiliates are under no obligation to submit Proposals to those requests. Likewise BDF and/or its affiliates are under no obligation to adopt Community Member’s Proposals and/or to enter into any further agreements with Community Member. Any obligation of confidentiality with regard to the information exchanged between BDF and/ or its affiliates and Community Member and/ or its affiliates with regard to a request of BDF and/ or its affiliates posted on the Platform and a Proposal submitted by Community Member and/ or its affiliates via the Platform will be governed by the Non-Disclosure Agreement entered into between BDF and Community Member respectively its parent company.
BDF and/ or its affiliates are not obliged to pay any compensation for any Proposals submitted by Community Member and/ or its affiliates to BDF. However, if BDF and/ or its affiliates - after further evaluation of Community Member’s and/ or its affiliates’ Proposal - is interested in using Community Member’s and/ or its affiliates’ Proposals for further research or for commercial purposes, BDF and/ or its affiliates will contact Community Member and/ or its affiliates to negotiate the conditions under which BDF and/ or its affiliates may use Community Member’s and/ or its affiliates’ Proposal.
Any Community Member may not read the Proposals of other Community Members.
All content on the Platform, including texts, images, graphics, and audio and video files (except the information submitted by Community Member and/ or its affiliates to BDF and/ or its affiliates) are the property of BDF and/ or its affiliates, unless the contrary is explicitly stated. This content may be protected by copyright and/or other intellectual property rights.
Community Member may only
• view such content to browse BDF’s and/ or its affiliates’ requests posted on the Platform and to submit Proposals to BDF and/ or its affiliates via the Platform in accordance with these terms and conditions.
• download or print individual copies of the pages of the Platform for the above mentioned purpose including documentary purposes.
In particular Community Member may not use the content of the Platform for any public or commercial purposes, copy (except as set out above), change, translate, edit or process the content (including any trademarks or logos of BDF) in any form. Community Member may not provide hyperlinks to the Platform without BDF’s express written consent. In addition, Community Member may not read the Proposals or input of other Community Members.
Every care was taken in the compilation and validation of the information contained on the Platform. Nevertheless, BDF cannot assume any responsibility for its topicality, accuracy, completeness and/or quality.
BDF assumes no responsibility that the Platform will be available at all time and without any disruptions. BDF reserves the right to modify or discontinue the Platform, temporarily or permanently, at any time and without notice. However, in case BDF decides to discontinue the Platform BDF will notify Community Member reasonably in advance to the extent this is possible. BDF recommends Community Member to save the data submitted to BDF which it needs for documentation purposes on an independent storage medium or to print such data for such purpose.
Use of the Platform and downloading of data is at Community Member’s own risk. BDF does not assume any liability for any damage, in particular to data files, hardware and/or software of Community Member, arising as a result of such an action - except for damages caused intentionally or by gross negligence or resulting from a breach of essential contractual obligations. However, unless in case of intent, BDF shall only be liable for foreseeable and typically occurring damages. The aforesaid shall not exclude or limit the liability of BDF for death or personal injury.
Community Member may not upload, post, email, transmit or otherwise make available any material that contains software viruses or other computer code, files or programs designed to interrupt, destroy or limit the functionality of the Platform or any of BDF’s computer software or hardware.
The Platform may contain hyperlinks to websites from other providers. BDF is not aware of the content of third-party websites and assumes no warranty or liability for any illegal content or other legal infringements on third-party websites.
BDF reserves the right to change these terms and conditions at any time and without giving reasons. In such case BDF will notify Community Member and ask Community Member to consent to the amended terms and conditions. In such case Community Member will not be permitted to log on to the Platform until Community Member has given its consent to the amended terms and conditions.
Should any provision of these terms and conditions be or become invalid or unenforceable, the validity of the remainder shall not be affected. The invalid or unenforceable provision shall be replaced by such a provision which corresponds to the spirit and the purpose of the replaced provision to the greatest extent possible.
These terms and conditions are governed by and to be interpreted in accordance with German law under exclusion of its conflict of laws rules and the UN-Convention on Contracts for the International Sale of Goods (CISG). Place of jurisdiction shall be Hamburg, Germany.