Terms of Use – Clover MPS

 

Last Modified: September 12th 2019

Clover Terms and Conditions - Terms for Use of the Website and Terms of Sale

The customer’s use of the website at www.cloverimaging.eu or our local subsites (“Website”) and purchase of our products – whether on our Website, or via facsimile or email – is subject to these terms and conditions (“Terms and Conditions”).

The provisions under Part A (“Terms for Use of the Website”) apply to all customers using the Website free of charge that register on the Website and accept these Terms for Use of the Website.

For customers who purchase products via the Website, email, facsimile or otherwise, Part B (“Terms of Sale”) shall apply.

Part C (“Privacy Notice in relation to the Purchase of Product according to the Terms of Sale”) provides information relating to the data processing that occurs in relation to the purchase of a product according to the Terms of Sale.

Part A: Terms for Use of the Website

1. Use of our website

The Website is operated by Clover Germany GmbH (“Clover Germany”, “we”, or “us”). On the Website the customer can find information about us and the products that the European Clover entities offer. The use of our Website is free of charge.

1.1 By registering on our Website, the customer accepts these Terms and Conditions and confirms that the customer is acting in its capacity as business. We may reject the customer’s offer without providing a reason. The agreement regarding the free use of the Website and its registered area (“Agreement”) is concluded once we have provided the account details to the customer and – after verification of the email address by the customer – sending a confirmation email to the email address that the customer has provided in the registration process. After accepting the offer, the customer may continue to use the functionalities on the Website for free, but the customer also has access to the pricing tool and may order products on the Website.

1.2 Clover Germany operates the Website and provides the content on it. The customer may not use any of the content without our prior written consent for other purposes than those purposes provided in these Terms and Conditions. Available products offered on the Website may vary depending on the customer’s region and availability. We do not guarantee that all products are available in each region at all times.

1.3 The Website can be accessed via means of telecommunication. Requirements for the use of the Website include: Internet access, a PC, laptop, smartphone or tablet, a web browser, and JavaScript activation, all in line with the current state of technology.

1.4 All further provisions regarding the purchase of our products are given in the Terms of Sale.

2. Warranty for defects and liability

The following applies for the services under these Terms for Use of the Website:

2.1 Any warranty is excluded, unless Clover Germany fraudulently conceals a defect.

2.2 Clover Germany is only liable for intentional damage or damage due to gross negligence. Any further liability under legal provision is excluded.

3. Data protection

The Privacy Policy, available at www.cloverimaging.eu informs the customer about how we process personal data and which cookies we use on the Website.

4. Term of the Agreement

4.1 The customer may terminate the Agreement at any time without giving a reason by sending an email.

4.2 Clover Germany may terminate the Agreement at any time, if the customer is in material breach of these Terms and Conditions. We may terminate the Agreement for convenience with four (4) weeks prior written notice.

5. Miscellaneous

5.1 These Terms for Use of the Website are subject to German law, other than with regard to conflict of law principles and the UN Convention on Contracts for the International Sale of Goods (CISG).

5.2 For disputes arising under these Terms for Use of the Website, the place of exclusive jurisdiction is the seat of Clover Germany. Clover Germany is also entitled to sue at the customer's residence.

5.3 If one or more provisions of these Terms and Conditions is or becomes invalid or unenforceable, this shall not affect the validity of the remaining provisions of these Terms and Conditions. In such an event, the parties to the agreement shall replace the invalid or unenforceable provision with a valid or enforceable provision that most closely approximates the intent and economic effect of the unenforceable or invalid provision. The same applies to any modifications made to enter details into any outstanding gaps in these Terms and Conditions.

Part B: Terms of Sale

These Terms of Sale apply in addition to the Terms for Use of the Website. In the event of a conflict, the provisions of these Terms of Sale shall prevail.

1. General Conditions

1.1 These Terms of Sale apply to all purchases of products made via the Website, email or otherwise. The contracting party is either Clover Portugal LDA, Clover Serbia d.o.o. or Clover Germany GmbH - as identified in the quote as described in Clause 2 of these Terms of Sale (“Clover EMEA Entity” or “we” or “our”).

These Terms of Sale apply to all transactions with businesses. When placing an order, the customer confirms to be or represent a business as defined under the laws of its country of registration.

1.2 The Clover EMEA Entity objects to any diverging, conflicting or additional terms and conditions of the customer. Even if the Clover EMEA Entity is aware of and does not expressly contradict those terms and conditions again, such conditions will never be included within the Purchase Agreement or otherwise be accepted by the Clover EMEA Entity. This also applies if the terms and conditions of the customer provide for a retention of title.

1.3 Individual agreements between the parties prevail over these Terms of Sale.

1.4 An amendment by the customer of these Terms of Sale shall only be valid if expressly agreed in writing with the Clover EMEA Entity.

2. Quote, Contracting and Contract documents

2.1 The Clover EMEA Entity will provide to the customer a quote for products and prices . The products and prices are subject to change until an agreement has been concluded between the Clover EMEA Entity and the customer. Neither Clover EMEA Entity’s quote nor the product pages on the Website represent a binding offer to the customer. Technical changes as well as changes in format, colour, price and/or weight are reserved.

2.2 The customer may order the products based on the quote and the prices set forth therein by the Clover EMEA Entiyt. By ordering the products based on the quote provided by the Clover EMEA Entity, the customer bindingly expresses his intention to purchase the products. The Clover EMEA Entity can accept the offer by a written order confirmation (“Purchase Agreement”).

2.3 Obvious mistakes and errors in quotes, order confirmations and invoices shall be corrected by the Clover EMEA Entity.

2.4 All property rights and copyrights for price quotes, designs and other documents regarding the offer remain with the Clover EMEA Entity unless otherwise expressly agreed.

2.5 All product-related information is only binding if presented in a brochure or on the Website and expressly confirmed in writing by the Clover EMEA Entity.

3. Prices, Payment Conditions

3.1 The binding prices for products ordered can be found in the order confirmation. If that information is missing, the current price list of the Clover EMEA Entity as applicable at the date of the conclusion of the purchase agreement applies. VAT will be added to all prices at the applicable rate.

3.2 All products purchased are covered by the transport insurance of the Clover EMEA Entity if delivered with own or other means of transport to and from all places worldwide.

3.3 Except as otherwise agreed in the order confirmation, any invoiced amounts shall become due for payment upon receipt of the respective invoice. Cheques shall only be accepted as conditional payment and are valid after being cashed. If the customer does not pay within the agreed period, he is in default of payment. The customer has to pay the statutory interest rate on the amount owed. We reserve the right to claim a higher damage caused by delay.

The customer is only entitled to set-off with counterclaims that are uncontested by the Clover EMEA Entity or have been finally adjudicated. The customer shall only be entitled to assert a right of retention to the extent that its counterclaim is based on the same contractual relationship and is uncontested or has been finally adjudicated.

4. Transfer of Risk, Delivery

4.1 The risk of accidental loss and accidental deterioration of the products are transferred to the customer upon delivery, or in case of a sales shipment as soon as the goods are handed over to the transportation service provider or any other person or body hired to carry out the shipment.

4.2 Should the customer be in default in accepting delivery, the risk of accidental loss is transferred to the customer. The Clover EMEA Entity is only in delay with deliveries if the customer provides a written notice to fulfil the performance. This does not apply for expressly agreed fixed delivery times.

5. Warranty for Defects

5.1 The customer shall have the right to rescind the Purchase Agreement according to statutory law and taking into account the statutory exceptions if the Clover EMEA Entity fails to meet a fixed reasonable deadline for repair or replacement due to a defect. If it is only a minor defect, the customer shall only be entitled to a reduction of the price. Any further right to reduce the price shall be excluded. Further claims are determined exclusively by Clause 6 of these Terms of Sale.

5.2 The customer is not entitled to rights in case of defects if the relevant defects and damage result from an appropriate or improper use, incorrect installation or use by the customer or third parties, normal wear, faulty or negligent treatment, or improper maintenance. Clause 6 of these Terms of Sale remain unaffected.

5.3 If the customer or a third party repairs improperly, there is no liability of the Clover EMEA Entity for any consequences thereof. The same applies to changes made to the products purchased without prior consent of the supplier.

5.4 Warranty claims of the customer expire 12 months after delivery of the defective product. Clause 6 of these Terms of Sale remains unaffected.

6. Limitation of Liability

6.1 The Clover EMEA Entity’s liability for damages due to slight negligence, for any legal reason, is limited as follows:

  • (a) The Clover EMEA Entity’s liability for any breach of a material duty under any legal obligation is limited to the amount of foreseeable damages typical for this type of agreement; and
  • (b) The Clover EMEA Entity is not liable for slight negligence for any other nature.

6.2 The limitations of liability pursuant to Clause 6.1 of these Terms of Sale do not apply to statutory liabilities (in particular under the German Product Liability Act (Produkthaftungsgesetz)), or to claims arising from death and injury to body and health for which the Clover EMEA Entity is held responsible, or if and to the extent that the Clover EMEA Entity has assumed any guarantee.

6.3 Clauses 6.1 and 6.2 of these Terms of Sale apply accordingly to the Clover EMEA Entity’s liability for any unwarranted expenditure.

6.4 The customer undertakes to take sufficient measures to prevent or mitigate damages.

7. Retention of Title

7.1 The delivered items shall remain the property of the Clover EMEA Entity until payment of all accounts receivable owed by the customer from the business relationship.

7.2 The customer is obliged to treat all products subject to retention of title with care for the duration of the retention of title. Customer is obliged to immediately notify the Clover EMEA Entity if a third party has access to those products, e.g. in case of attachmentclaims by third parties relating to the product subject to retention of title, damages or destruction.

7.3 If the customer fails to effect a performance, e.g. in case of delayed payment , the Clover EMEA Entity may rescind the Purchase Agreement, redeem the products subject to retention of title and use them for other purposes in order to satisfy claims due against the customer after expiry of a reasonable grace period set, unless such period can be dispensed pursuant to applicable law. In such a case of rescission from the Purchase Agreement, the customer shall grant Clover EMEA Entity immediate access to the products subject to retention of title and surrender the same. If the Clover EMEA Entity demands surrender according to this provision, this shall constitute a rescission of the Purchase Agreement.

7.4 The customer shall be entitled to resell the products subject to retention of title in the ordinary course of business. The customer already now assigns all accounts receivable to the Clover EMEA Entity, which it accrues from the resale . Should products subject to retention of title be sold by the customer – after processing transforming – together with products not belonging to the Clover EMEA Entity, then the customer assigns already now the accounts receivable accruing from the resale in the amount of the value of the products subject to retention of title with all auxiliary rights and with priority before the residual amount. The Clover EMEA Entity accepts the assignment. The customer shall be authorised to collect the accounts receivable also after the assignment. The authority of the Clover EMEA Entity to collect the accounts receivable itself remains unaffected hereby; however, the Clover EMEA Entity agrees not to collect the accounts receivable as long as the customer properly meets its payment and other obligations. The Clover EMEA Entity can demand that the customer notifies it of the assigned accounts receivable and the respective debtor thereof, that the customer provides all information necessary for collection, hand over the related documents and inform the debtors of the assignment.

7.5 The customer is obliged to insure the retained products against theft, damage, fire, water and other damage at his own expense for the duration of the retention of title. The Clover EMEA Entity is entitled to arrange for an insurance policy at the expense of the customer if the customer does not obtain an insurance himself for the duration of the retention of title.

7.6 The customer is entitled to demand release securities to the extent that the realizable value of the securities exceeds by more than 20 % of the Clover Entity’s secured claims.

8. Miscellaneous

If one or more provisions of these Terms and Conditions is or becomes invalid or unenforceable, this shall not affect the validity of the remaining provisions of these Terms and Conditions. In such an event, the parties to the agreement shall replace the invalid or unenforceable provision with a valid or enforceable provision that most closely approximates the intent and economic effect of the unenforceable or invalid provision. The same applies to any modifications made to enter details into any outstanding gaps in these Terms and Conditions.

Part C: Privacy Notice in relation to the Purchase of Product according to the Terms of Sale

Please find the information relating to the data processing of personal data in context of purchase of a product according to the Terms of Sale.

This data protection information applies to you if you are either a sole entrepreneur or other natural person ordering products or if you are ordering products as an employee of a customer.

1. If a customer orders a product on our Website, Clover Germany is responsible for the processing of the following data to being able to process the purchase and send an invoice: First name, last name, company, address, city, country, language, zip code/postal code, email address, password, phone number, name and contact details of contact person of the customer, details of order and purchase, and information about payment and invoices.

The basis for the processing of the personal data is the performance of the purchase agreement. Clover Germany will delete the personal data when the customer deletes the account, and all claims relating to the account or the purchase have been settled. Clover Germany will otherwise only process the personal data in order to fulfil any legal archiving duties. Clover Germany discloses the personal data to the Clover EMEA Entity, if it is not the Clover EMEA Entity itself, in order to enable the Clover EMEA Entity to process the purchase and send an invoice to the customer. Clover Germany or the Clover EMEA Entity discloses the personal data to transporting service providers in order to deliver the products that have been ordered by the customer.

2. If the customer purchases a product via email or facsimile, the Clover EMEA Entity is responsible for the processing of the following data to being able to process the purchase and send an invoice: First name, last name, company, address, city, country, language, zip code/postal code, phone number, name and contact details of contact person of the customer details of order and purchase, and information about payment and invoices. The basis for the processing of the personal data is the performance of the Purchase Agreement. The Clover EMEA Entity will delete the personal data when all related claims have been fulfilled. The Clover EMEA Entity will otherwise only process the personal data in order to fulfil any legal duty to retain copies. The Clover EMEA Entity discloses the personal data to transporting service providers in order to deliver the products that have been purchased by the customer.

3. The customer can contact our data protection officer of Clover Germany at kontakt@dsb-ext.com for the D-A-CH region.

4. Pursuant to statutory requirements, the customer has the right to obtain information about the personal data that we store, rectification, erasure or restriction of your personal data and to object to the processing of personal data. The customer also has the right to data portability. Customer may also file a complaint with the competent supervisory authority, if customer thinks that the processing of personal data violates data protection laws.

5. The customer may contact us at mlichtenstein@clovertech.de or gleaven@clovertech.com. Further information on the processing of the personal data are included in the Privacy Policy, available at www.cloverimaging.eu.

 

Terms of Use – Clover MPS

1. Scope of the Terms of Use; acceptance of the terms

1.1. Scope of the Terms of Use

Clover Imaging Group (CIG) provides managed print services (“Services”) to its Purchasers (“Purchasers”) under the Managed Print Services Program Agreement (“MPS Program Agreement”). These Services are provided via the managed print services platform accessible via https://www.supplymanagerpro.com/ and https://www.eu.axesstco.com/ (“Platform”). Purchasers are entitled to implement the ordered MPS into their own managed print services program (“MPS Program”) that they offer to end-users (“Direct MPS Customers”). For this purpose, the Purchaser is entitled to grant access to the Platform to specific users of the Purchaser and to authorize them to use the Services in connection with the MPS Program (“Authorized User” or “you”).  

The use of the Platform and the Services by you is subject to these Terms of Use (“Terms of Use”). The Terms of Use do not cover the relationship between Authorized Users and Purchaser acting as your employer or principal; neither does it cover the relationship between you and Direct MPS Customers. Authorized Users may only use the Platform after they have accepted these Terms of Use. If the Authorized User does not accept these Terms of Use, he/she must inform the Purchaser immediately. Access to and use of the Platform is not possible in such case. The Purchaser is obliged to ensure and monitor compliance with these Terms of Use by the Authorized User.

1.2. Acceptance of the Terms of Use

By clicking “Log in” using the login credentials, you have received by the Purchaser to access the Platform, you accept the Terms of Use in the then current version. 

2. The Platform

CIG operates the Platform. Whether you are granted access to the Platform is solely in the discretion of the relevant Purchaser. The Platform is provided as software as a service - Platform that can be accessed at https://www.supplymanagerpro.com/ and https://www.eu.axesstco.com. On the Platform, Authorized Users can set up the Purchaser’s “Dealer Account” and use all functionalities provided on the Platform to administer the Services with regard to the MPS Program provided to Direct MPS Customers as permitted in the MPS Program Agreement (“Administrative Tasks”). The scope of the relevant services is agreed by the Purchaser and CIG in the MPS Program Agreement.

3. Rights to use the Platform

CIG grants you, subject to the provisions of these Terms of Use, a non-exclusive, non-transferable, non-sublicensable right to use the Platform, the Services and its functionalities, the content, trademarks and other information provided on the Platform for Administrative Tasks during the term of the Terms of Use.

Any further use of the Platform, the Services and its functionalities, the content, brands and other information made available on the Platform is not permitted unless expressly agreed in the MPS Program Agreement or arising from mandatory legal provisions. This prohibition includes, but is not limited to selling, renting, lending, licensing, redistributing, reproducing, copying, making available to the public, editing or translating, arranging, reverse engineering or otherwise modifying the Platform, the Services or any content thereon, in whole or in part, or reproducing the results of any such action, or reproducing or using the results thereof for any competing product, except as expressly permitted.

4. Obligations of the user

4.1. Behavior on the Platform

When using the Platform, you may not:

  1. act contrary to accepted principles of morality;
  2. violate intellectual property rights, copyrights, personal rights, property rights or other rights of third parties;
  3. transmit Content containing viruses, so-called Trojan horses or other programs that may damage the Platform; or
  4. send or distribute SPAM, advertising of any kind or other commercial interests or calls for political protest.

4.2. Special obligations

You are obligated:

  1. to keep your login credentials that are assigned to you as well as identification and authentication backups from access by third parties and not to pass them on to any third parties;
  2. to keep the password for your account secure, select and change it securely and follow our IT security prompts and notices;
  3. not to misuse the Platform;
  4. not to attempt to access or attempt to access or interfere with the Platform, the Services or the systems of CIG or any of its subcontractors without authorization;
  5. to check contents for viruses before sending or uploading them to the Platform and to use state-of-the-art virus protection programs;
  6. not upload any content that (a) is not relevant to the purpose of the Platform, (b) is unlawful or infringes the rights of others, or (c) does not match with the description of the respective field functions of the Platform;
  7. not to misuse the Platform and in particular not to attempt to circumvent any existing technical or organisational restrictions; or
  8. not to create screenshots or other images from the Platform, not to extract any information from the Platform and not to use exported information (e.g. printed or forwarded visitor information) outside of the Platform.

5. Grant of rights to Content uploaded by you

You hereby grant CIG the non-exclusive global right of any kind, expiring one calendar year from the end of term of the Terms of Use to any content that is uploaded to the Platform by you during the performance of your Administrative Tasks (“Content”) in order to enable CIG to provide the Platform and the Services to you and the Purchaser. This includes, but is not limited to, the right to copy, convert, reproduce, distribute, make available to other users of the Platform, to modify your Content – provided that such modifications do not divert the Content from its intended use or falsify the Content – and to copy, convert, reproduce and distribute the Content.

CIG may use your Content on an aggregated basis to improve the Platform and/or the Services or to develop new features for the Services. For the avoidance of doubt, CIG shall be entitled to provide such improvements and developments to all of its customers.

6. Data protection

The Privacy Policy, available at https://www.cloverimaging.eu/privacy-policy informs the user about how we process personal data and which cookies we use on the Platform.

7. Consequences of violation of the Terms of Use

CIG reserves the right to suspend any Authorized User materially violating temporarily until the violation has been mitigated. In case of continued or repeated material violation of the Terms of Use, CIG may terminate the Terms of Use for cause and exclude the Authorized User from the Platform.

8. Relevant IT requirements

The Platform can be accessed via means of telecommunication. The use of the Platform requires at least the following IT:

  1. Internet access;
  2. device that enables access to the Internet (PC, laptop, smartphone or tablet); and
  3. an up to date version of a standard web browser.

CIG does not provide any of the relevant hardware or software.

9. Quality standards

CIG makes reasonable effort to provide the Services in connection with the Platform free from errors or interruptions. It is acknowledged that error-free and uninterrupted service provision cannot always be guaranteed. In the event of an error, a Service interruption or other reduction in quality, we will endeavour to restore normal operation as quickly as possible.

CIG undertakes all technical and organizational measures in accordance with the state of the art to keep the Platform free of viruses and malware.

10. Liability

10.1. The parties’ liability for damages caused by slight negligence shall, irrespective of its legal ground, be limited as follows:

  1. in case of breach of a material contractual obligation a party shall only be liable up to the amount of the foreseeable damages typical for this type of contract;
  2. Any party shall not be liable for any other damages caused by a slightly negligent breach.

10.2. The aforesaid limitations of liability shall not apply to any mandatory statutory liability, liability for assuming a specific guarantee and liability for culpably caused personal injuries.

10.3. 10.1 and 10.2 shall apply accordingly to a party’s liability for futile expenses.

10.4. Each party is obliged to take all reasonable measures to avoid or reduce damages.

11. Term and termination

11.1 The term of the Terms of Use is linked to the term of the MPS Program Agreement and sections of the MPS Program Agreement applies. Upon termination of the Agreement, the Terms of Use are also terminated.

11.2. The right to exclude or block a user from using the Platform in case of section 7 of these Terms of Use remains unaffected.

11.3. After termination of the Terms of Use, your user account will be deactivated and you will not have any access to the Platform, Services or any content stored on the Platform.

12. Miscellaneous

12.1. These Terms of Use of the Platform are subject to the law of Germany without regard to its conflict of law principles and the UN Convention on Contracts for the International Sale of Goods (‘CISG’). For disputes arising under these Terms of Use of the Platform, the place of exclusive jurisdiction shall be in Germany.

12.2. If one or more provisions of these Terms of Use of the Platform is or becomes invalid or unenforceable, this shall not affect the validity of the remaining provisions of these Terms of Use. In such an event, the parties to the MPS Program Agreement shall replace the invalid or unenforceable provision with a valid or enforceable provision that most closely approximates the intent and economic effect of the unenforceable or invalid provision. The same applies to any modifications made to enter details into any outstanding gaps in these Terms of Use.

Last updated, September 2019

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