General terms and conditions for the use of portal solutions supplied by Hellmann Worldwide Logistics GmbH & Co. KG1. Hellmann offers its customers (hereinafter "users") the possibility of accessing various functions via an IT portal managed by Hellmann (Hellmann Information Tool). These functions include the ability to call up information on the Hellmann Company, specialist sector-specific data and customer-specific information, with particular reference to tracking and tracing features. The user-accessible IT portal is hereinafter referred to as "the portal". The scope of access and the mutual rights and obligations arising are determined by the following general terms and conditions.
2. The user can also use the portal as a means of contacting Hellmann, and may post its own content on it as required.
3. The user is assigned a password in order to provide access to the portal for a number of employees to be agreed on between the parties to the agreement. The user and its employees undertake to maintain the strict confidentiality of these passwords, and not to make them accessible to any third party or parties or to other employees of the user. The user is to oblige its employees to maintain confidentiality, with particular reference to their obligation to the non-disclosure of details to other employees. The user must identify to Hellmann, by name, all the members of its workforce to which it intends to assign passwords. Hellmann is to be notified immediately if any of the persons concerned leaves the user's company. Hellmann will in these cases disable the password-protected access of the employee concerned and make it available to another employee nominated by the user.
4. If Hellmann has grounds to suspect that passwords intended to provide access to the user's employees have been handed on to a third party or parties, Hellmann shall be entitled to disable the passwords of the user's employees and issue new ones. If circumstances suggest that passwords assigned to the employees of the user have been passed on to a third party or parties, Hellmann shall be entitled to block, with immediate effect, the user's access to the portal on either a temporary or permanent basis.
5.1. The user undertakes not to employ the information obtained in the course of its use of the portal for any purpose other than its cooperation with Hellmann, nor for any use other than that contractually agreed to with Hellmann, nor to pass on such information to any third party or parties. The user is to pass on this obligation to its employees. The term "third party" does not refer to persons employed by the user or its advisers, insofar as such persons are contractually or legally obliged to maintain confidentiality.
5.2 This does not apply to information that can be proven to have come into the user's possession before its use of the portal began, or which was already in the public domain at the time when usage of the portal commenced, or subsequently became so, provided this was not due to action on the part of the user.
6. The user and/or its employees shall bear full responsibility for the legal consequences arising from any own content that they might post on the portal. The user undertakes in particular, on its own behalf and that of its employees, and also with respect to portal content provided by a third party or parties, not to upload items that infringe any legal prohibition, with particular reference to items of a neo-Nazi, racist or violence-promoting or pornographic nature within the terms of §§ 184 - 184b of the German Penal Code (StGB), which infringe the intellectual property of third parties or which are in any other way prohibited or punishable by law. If prohibited content in the above-defined sense is uploaded to the portal, the user shall be liable to compensate Hellmann for any loss or damage so caused, if and insofar as the user bears responsibility for the posting of such prohibited items. Hellmann reserves the right to instigate legal action in such cases.
7.1. The user is furthermore obliged to take the steps normally required, before sending information or otherwise communicating via the portal with Hellmann, to ensure that all such data are free of computer viruses and/or other programs or programming elements (hereinafter referred to as "viruses") that are likely to harm the IT systems of Hellmann or third parties. The user undertakes in particular to install and maintain a standard anti-virus software package on its IT systems, which should be programmed to scan all information sent to the portal.
7.2. If access to the portal by the user results in viruses being transferred to the IT systems of Hellmann or third parties, giving rise to direct or indirect loss or damage, the user shall be obliged to compensate Hellmann for all loss or damage attributable to it.
7.3. Hellmann shall only be liable for loss or damage resulting from the transfer of viruses from the portal to the systems of the user or third party if this results from wilful or gross negligence. This includes wilful or gross negligence on the part of Hellmann's employees or its vicarious agents.
8. The costs of using the portal are to be agreed on between Hellmann and the user on an individual basis.
9. The user may cancel its access to the portal at any time without issuing notice. Hellmann shall be entitled to cancel the user's access to the portal, subject to notice of one month beginning from the end of the current month. This does not affect the right of either party to immediate termination for good cause. All notices of termination must be issued in writing. Once the notice of termination comes into effect, Hellmann will delete the passwords made available to the user.
10. If any of the stipulations of these general terms and conditions should prove, either in whole or in part, to be invalid, or become so during the life of the agreement entered into with the user, this shall have no effect on the remaining general terms and conditions, insofar as the continued application of these terms and conditions is permitted. In lieu of the invalid stipulation, the parties undertake to find an alternative provision that preserves the economic purpose of the agreement and comes as close as possible to its original letter and spirit. The same applies to any item found not to be covered by the stipulations of these general terms and conditions.
Last revised: 13.11.2006