Terms & Conditions

1. Definitions

In these GTC, the following definitions apply:

“Affiliate”	has the meaning provided for in § 15 Stock Corporation Act (Aktiengesetz);
“Client”	means the company entering into this Contract with COSMOS;
“Client Representatives”	has the meaning provided for in Clause 6.2 below;
“Confidential Information”	has the meaning provided for in Clause 9.1 below;
“Contract”	means the Order Form and these GTC;
“COSMOS”	means Cosmos Solutions GmbH;
“Coverage Period”	has the meaning provided for in Clause 5.1 below;
“GTC”	means these Client general terms and conditions;
“Intellectual Property Rights”	means any patent, copyright, trademark, trade name, service mark, service name, brand mark, brand name, logo, corporate name, internet domain name or industrial design, any registrations thereof and pending applications therefore (to the extent applicable), and any other intellectual property right (including, without limitation, any know-how, trade secret, software (including the API), database or data right);
“Minimum Commitment”	has the meaning provided for in Clause 5.1 below;
“Party, Parties”	means COSMOS and Client each or, respectively, together;
“Personal Data”	means, in accordance with the definition of Article 4(1) General Data Protection Regulation (GDPR), any information relating to an identified or identifiable natural person (‘data subject’); an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person;
“Representatives”	has the meaning provided for in Clause 9.3 below;
“Service Provider”	Means companies providing services to the Client of COSMOS.
“Users“	means Client and Service Provider each or, respectively, together;

2. Services provided by COSMOS

2.1. COSMOS will provide Client and their service providers with access to the Cosmos platform by providingClient with Client-specific log-in credentials with Single Sign-On (SSO) capabilities. Clients service providers are provided access to the Cosmos platform with service provider-specific log-in credentials.

2.2. After Client has logged into the Cosmos platform, Client can enter, monitor and manage its service provider relationships individually based on contractual agreements between Client and its service providers regarding location and scope of the service provider's services (hereinafter referred to as "Space"). Aggregated views with access to several spaces can be provided for defined users or user groups of Client. Service providers of Client are only granted access to their dedicated space with Client, unless Client request changes.

2.3. Users are automatically notified of service incidents via email. Users can customize the frequency and type of emails they receive.

2.4. The Cosmos platform enables Client and their service providers to interact with each other through a comment functionality for each service incident. Users are automatically notified of new comments via email. Users can customize the frequency and type of emails they receive. An overview of relevant activities in a space is provided to users on their dashboard.

2.5. The Cosmos platform enables Client and Service Providers to look at unified performance data based on Client’s data-provisioning via Applications Programming Interfaces (APIs). COSMOS may offer services to help Client setting up these APIs.

2.6. Cosmos offers the option of viewing Client-defined Key Performance Indicators (KPIs) related to SLA management on a dashboard. These dashboards can also be made accessible to service providers.

2.7. A decision on handling can be made in Cosmos for each incident. For example, a contractual penalty can be claimed, waived or invested, with additional decision types being definable by Client. Different user group scan also be assigned different user rights, so decisions can be proposed, confirmed or overridden. Decision making rights are defined by Client. COSMOS may offer services to help Client to synchronize its existing User Lifecycle Management (ULM) with the Cosmos platform.

2.8. At the end of a period to be defined by Client (weekly, monthly, quarterly, yearly), aggregated reports are generated from all incidents and decisions. These reports can contain, for example, the list of incidents, the associated comments, the decisions, the total penalty or other information to be defined by Client. This information can also be made accessible via API or CSV export.

2.9. COSMOS helps Client to generate novel insights based on data inputs of service providers (natural language inputs as well as other data sources). These insights are provided as recommendations on the Cosmos platform. They can also be accessed via API by Client and integrated into Client's existing systems. COSMOS may offer services to assist Client with the initial setup and implementation of this connection. Users who are members of Client and have the appropriate user rights can also manually create recommendations as a means of steering service providers. Similar to 2.3 and 2.4 Users are automatically notified of new recommendations via email. Users can customize the frequency and type of emails they receive.

2.10. Similar to Recommendations, a Service Basics feature of the Cosmos platform enables Client to manually document service incidents that require in-person spot-checks. Users are automatically notified of new Service Basics incidents via email. Users can customize the frequency and type of emails they receive.

2.11. Users of the Cosmos platform are afforded the option to activate an anonymous mode for their profiles, which entails the removal of all personal information, including but not limited to names and profile pictures. This activation is at the discretion of each individual user. Notwithstanding this option, it is stipulated that all actions performed on the platform will be automatically anonymized after a period of 60 days.

2.12. Cosmos allows the entry of targets derived from service level agreements concluded between Client and service providers. Cosmos provides a frontend to users who are members of Client and have the appropriate user rights to perform CRUD (create, read, update, delete) operations on the target data.

3. Individual Services

3.1. If agreed between the Parties, COSMOS shall, in addition to the services described in Clause 2 above, provide individual services to adapt or expand the Cosmos platform to the needs and wishes of Client. To that end, the Parties may conclude an additional Service Agreement comprising those individual services.

3.2. The terms and conditions of such Service Agreements for services described in Clause 3.1. shall govern the provision of those specific services and shall prevail in the event of any conflict with these Terms andConditions.

4. Client responsibility

4.1. Client is solely responsible for ensuring that all information and documents it provides to COSMOS in relation to its user accounts and the contractual targets are up-to-date, correct and complete.

4.2. Client is responsible to carry out backups of its data on the Cosmos platform on a regular basis.

4.3. Client is responsible for informing service providers about the use of the Cosmos platform and encouraging them to utilize it. Furthermore, Client is responsible for ensuring that service providers can be onboarded efficiently by providing accurate contact details if COSMOS is to assist during onboarding.

5. Minimum Consumption Commitment

5.1. If agreed in the Order Form, Client will use COSMOS for handling a minimum number of flight legs of at least, in the aggregate, the annual volume agreed in the Order Form (referred to as “Minimum Commitment”).

5.2. If the full value of the Minimum Commitment has not been fulfilled in a contract year, Client will pay the difference between the Minimum Commitment and the total amount already invoiced by COSMOS.

6. Use, ownership, rights and restrictions

6.1. COSMOS and its Affiliates own all right, title and interest, including all related intellectual property rights, vesting in and related to the (content of the) Cosmos platform and the services offered by COSMOS. These GTC do not convey any rights of ownership related to the Intellectual Property Rights owned by COSMOS. COSMOS does not grant Client any rights or license to use Intellectual Property Rights owned by COSMOS, other than strictly necessary for Client to use of the Cosmos platform and the services in accordance with these GTC.

6.2. COSMOS grants Client a non-exclusive, non-transferable and non-sub-licensable license to use the Cosmos platform for the purposes of and subject to the terms and conditions of these GTC. This use right shall also apply to all employees and consultants of Client (referred to as “Client Representatives”), to the extent that the Client Representatives require the use right within the scope of their activities for the benefit of Client.Client will receive up to ten thousand (10,000) accounts to access, manage and use the Cosmos platform for its own purposes. In the event Client requests additional accounts, the Parties will discuss this in good faith.

6.3. The Cosmos platform may include open source or third-party software, in which case such software is made available to Client under the terms of the licenses applicable for the respective open source or third-party software.

6.4. Client grants COSMOS, its Affiliates and subcontractors, a non-exclusive and non-transferable license to use all information and documents entered in or uploaded to the Cosmos platform to the extent necessary for COSMOS, its Affiliates and subcontractors to provide the services agreed in these GTC.

6.5. Client undertakes to take appropriate security precautions to ensure that its user account to the Cosmos platform is not used by unauthorized persons. Such security precautions include, in particular, the use of a secure password that must be kept secret at any time. Client will inform COSMOS without undue delay about any breaches of the security precautions described in this Clause 6.10.

6.6. Any use of the Cosmos platform in violation of applicable law is prohibited, such as the transmission and/or upload of data and/or documents that violate the property rights of third parties or laws.

6.7. Client agrees not to upload, transmit, support, incite, promote or otherwise make available any content on the Cosmos platform that is or could reasonably be viewed as unlawful, racist, hostile, violent, discriminatory (including relating to race, religion, sex, sexual orientation, age, disability, ancestry or national origin), harmful, harassing, defamatory, vulgar, obscene or otherwise objectionable or which contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment.

6.8. Except as permitted by applicable law, Client is prohibited to copy, translate, disassemble, decompile, reverse engineer or otherwise modify the Cosmos platform in whole or in part, or to create derivative works thereof.

6.9. Client is prohibited to compromise or circumvent the operation or security measures applied on the Cosmos platform.

6.10. If COSMOS suspects a misuse of Client’s user account or the Cosmos platform, COSMOS may temporarily or permanently restrict, suspend or block specific or all use of this user account, delete the information and/or documents entered or uploaded at the Cosmos platform in non-compliance with this Clause 6 if COSMOS deems it necessary to do so to comply with any applicable laws or regulations. Except if prohibited according to applicable laws or regulations or administrative order, COSMOS will inform Client without undue delay about the measure taken, thereby giving Client the chance to clarify and remediate the suspected misuse. In addition, in case of a suspected misuse which is not considered to be prohibited by any applicable law or regulations, COSMOS will, if opportune, provide Client with a warning letter with a request to clarify and remedy the suspected misuse within a reasonable period of time as specified by COSMOS, before taking any of the measures described in this Clause 6.10.

7. Fees and Payment Terms

7.1. The fees and payment terms for the services of COSMOS are agreed in the Order Form.

8. Liability

Unless agreed otherwise in the Order Form, COSMOS’s liability shall be limited as stated in this Clause 8.
‍
8.1. COSMOS shall be liable without limitation in the event of intent, gross negligence caused by COSMOS’s managing employees or legal representatives, for injury to life, limb or health, in accordance with the provisions of the German Product Liability Act (Produkthaftungsgesetz) and to the extent of any warranty expressly given by COSMOS.

8.2. With regard to any damage resulting from slight negligence of COSMOS, COSMOS will only be liable if COSMOS is in breach of such contractual obligations, the fulfillment of which allows for the due performance of this Contract, the breach of which would endanger the purpose of this Contract and the compliance with which Client may constantly trust in (so-called “cardinal obligations” (Kardinalpflichten)). In such cases,COSMOS’s liability will be limited to typical and foreseeable damages. In all other cases, COSMOS shall not be liable for simple negligence.

8.3. In cases where COSMOS’s services are considered a lease (mietweise Überlassung) and are subject to the statutory provisions of German tenancy law (mietrechtliche Regelungen), COSMOS shall not be liable without fault for damages based on defects in the meaning of § 536 German Civil Code (Bürgerliches Gesetzbuch)that already exist when the lease agreement is entered into. § 536 a paragraph 1, 1st alt. German Civil Code shall not apply.

8.4. If COSMOS is liable for the loss of Client’s data on the Cosmos platform, COSMOS’s liability is limited to the damage that would have occurred if Client complied with its obligation to carry out regular back-ups.

8.5. The above limitations of liability shall apply, mutatis mutandis, to the employees, contractors and other vicarious agents of COSMOS.

9. Confidentiality

9.1. "Confidential Information" means non-public information that is designated as "confidential" or that a reasonable person should understand to be "confidential", including the contents and existence of this contract. Confidential Information does not include information that

was known or generally available to the public prior to the communication or delivery by the holder of the Confidential Information or becomes so at a later date without breach of a confidentiality obligation;
was demonstrably known by the recipient of the Confidential Information prior to disclosure by the holder of the Confidential Information and without breach of a confidentiality obligation;
were obtained by the recipient of the Confidential Information without use of or reference toConfidential Information from the holder of the Confidential Information itself; or
were handed over or made available to the recipient of the Confidential Information by an authorized third party without breach of a confidentiality obligation.

9.2. Each Party will take reasonable steps to protect the other Party’s Confidential Information and will use the other Party’s Confidential Information only for purposes of the Parties’ business relationship.

9.3. Neither Party will disclose that Confidential Information to third parties, except to its employees, Affiliates, contractors, advisors and consultants (“Representatives”) and then only on a need-to-know basis under nondisclosure obligations at least as protective as this contract.

9.4. Each Party remains responsible for the use of the Confidential Information by its Representatives and, in theevent of discovery of any unauthorized use or disclosure, must promptly notify the other Party.

9.5. The confidentiality provisions in this Clause 9 remain effective until three (3) years after termination of theContract.

10. Data Protection

10.1. In providing the Services, COSMOS may collect and process Personal Data. The main purpose of collecting the Personal Data is to provide the agreed services to Client. COSMOS’s Privacy Policy (provided separately)is applicable to all use of the COSMOS’s services.

10.2. The provision of services concern Personal Data processing by COSMOS on behalf of Client. The Parties will enter into a data processing agreement prior to any such processing.

11. Subcontractors

11.1. COSMOS may use subcontractors, such as an independent testing and engineering company to perform the services described under these GTC.

11.2. COSMOS will be responsible for the performance of its subcontractors, subject to the terms of these GTC.

Lorem ipsum dolor sit amet, consectetur adipiscing elit. Suspendisse varius enim in eros elementum tristique. Duis cursus, mi quis viverra ornare, eros dolor interdum nulla, ut commodo diam libero vitae erat. Aenean faucibus nibh et justo cursus id rutrum lorem imperdiet. Nunc ut sem vitae risus tristique posuere.

12. Term and Termination

The Term & Termination for the services of COSMOS are agreed in the Order Form.

13. Contractual changes and severability

13.1. Amendments to the Contract shall be made in writing (including by electronic means), as shall any amendment or waiver of this written form requirement.

13.2. Should any provision of this Contract and/or its amendments or supplements be or become invalid, this shall not affect the validity of the remaining provisions of this Contract.

13.3. If a provision is invalid, the Parties shall agree on a valid and reasonable replacement provision that comes as close as possible to the economic purpose pursued by the invalid provision.

14. Governing law and place of jurisdiction

14.1. This Contract shall be governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods.

14.2. The exclusive place of jurisdiction for all disputes arising from or in connection with this Contract shall be Berlin.

General Terms & Conditions for Cosmos

( A service provided by Cosmos Solutions GmbH )