一般條款和條件

Everspring Europe  General Terms and Conditions

The use of the Everspring Europe platform is subject to these General Terms of Use (the “Terms of Use”) and the commercial terms of the applicable subscription for the use of the Everspring Europe Platform or certain of its features, as the case may be (the “Subscription Terms”).

1. ADMISSION AND REGISTRATION

1.1 The Everspring Europe Platform may only be used by professional suppliers and (prospective) buyers of chemical products (collectively “Users” and individually a “User”). Non-professional use for private purposes (i.e., private consumers in the sense of applicable law) will not be admitted to the use of the Everspring Europe Platform.
 
1.2 The Everspring Europe Platform is provided subject to the current state of technology. Availability is subject to interruptions due to maintenance, improvements or security measures, and to unscheduled downtime due to technical problems, external interference with Everspring Europe’ systems and disruption of Internet connectivity. Everspring Europe will reasonably consider the Users’ business interests when scheduling maintenance. Everspring Europe reserves the right to limit or suspend access to the Everspring Europe Platform in its sole discretion and with reasonable consideration of the Users’ business interests if it considers this necessary with a view to maintaining the security, integrity, availability or performance of the Everspring Europe Platform;

2. PRODUCT LISTING AND PRODUCT DETAIL PAGE

2.1 Product listings, catalogue information and general information about Everspring Europe are publicly accessible on the internet through the Everspring Europe website. The range of products which are visible on the Everspring Europe Platform may depend on the type of subscription for the use of the Everspring Europe Platform purchased by a Supplier and/or a Buyer.

2.2 Every product listed on the Everspring Europe Platform requires a product detail page (“Product Detail Page”) to provide all relevant information needed by Buyers to take the purchase decision. The information to be provided by the Supplier on the Product Detail Page includes but is not limited to:

• material safety data sheets;
• technical data sheets (optional);
• product description text;
• catalogue information (e.g., product category, application and relevant industries)

2.3 Everspring Europe reserves the right, but shall not be obliged, to revise, modify, supplement, remove or correct information and data provided by Suppliers for inclusion in the Product Detail Page with a view to achieving a consistent user experience for Buyers and to improve information quality. In such case, Everspring Europe will propose such changes to the Supplier and the Supplier shall be responsible for reviewing.

3. COMMUNICATION

3.1 The User is solely and fully responsible for any of its communication through the Everspring Europe Platform.
 
3.2 Any communication between Users or by Everspring Europe to Users shall be deemed received by the respective User upon receipt of such communication through the Everspring Europe messaging function or, if sent by e-mail, upon receipt of such e-mail by such User in the account specified during registration for the Everspring Europe Platform.

3.3 With respect to any communication exchanged between Users over the Everspring Europe Platform, Everspring Europe acts as a messenger (Bote) only and not as representative or agent of either User. None of the Users has authority to act on behalf or in the name of Everspring Europe, nor does Everspring Europe act on behalf or in the name of any User.

3.4 The User consents to the transfer of data and information communicated by such User through the Everspring Europe Platform. Such data and in particular any data or communication relating to a purchase transaction between a Supplier and a Buyer will not be disclosed by Everspring Europe to any third party other than the Supplier and Buyer who are party to such transaction.

3.5. Everspring Europe reserves the right, but shall not be obliged, to view and monitor or otherwise access and to analyze (including by means of artificial intelligence) communication through the Everspring Europe Platform to facilitate negotiations between a Supplier and a Buyer and to improve and extend the functionality of the Everspring Europe Platform.

4. FURTHER USER OBLIGATIONS

4.1 The User shall keep the access credentials for the Everspring Europe Platform strictly confidential and shall not share them with any third party, and undertakes to ensure that all of its Authorized Representatives and Administrators comply with this clause as if each of them were itself bound by it.
 
4.2 The User shall be solely responsible:
 
(a) for ensuring that any information it provides on the Everspring Europe Platform (including any information on the Product Detail Page) and any information about itself is true, accurate and complete and is kept up to date; 

(b)    for any activities,that occur on the Everspring Europe Platform under its accounts or passwords;

(c)    for ensuring that access credentials for the Everspring Europe Platform are not shared or otherwise made available among Authorized Representatives of one User;

4.3 The User must not use the Everspring Europe Platform:

(a) for any activities or in any manner which is unlawful under any applicable laws of any country, including export control laws and anti-trust laws; 

(b) to distribute or transmit (i) unsolicited advertising or promotional material, except with the recipient’s consent, (ii) advertising or promotional material related to products or services not offered on the Everspring Europe Platform, except with the recipient’s consent, (iii) any content that violates any intellectual property or other rights of any third party, (iv) any content which is false, defamatory, obscene, pornographic, indecent, discriminatory, abusive, or otherwise violates any applicable laws, or (v) any harmful or malicious materials including viruses, Trojan horses or worms.

4.4 The User must not do or attempt to do any of the following:

(a) Grant the use of or otherwise disclose its access credentials for the use of the Everspring Europe Platform (i) to any third party or to individuals acting as Authorized Representatives of the respective User in the role as Supplier with respect to access credentials of other individuals acting as Authorized Representatives of the respective User in the role as Buyer, or (ii) to any third party or to individuals acting as Authorized Representatives of the respective User in the role as Buyer with respect to access credentials relating to other individuals acting as Authorized Representatives of the respective User in the role as Supplier; 

(b)    after an Authorized User was registered in the role as Administrator, also registering such Authorized User as Buyer or Supplier, or permitting such Administrator to register both Buyers and Suppliers (and not only one of these roles);

(c)    obtain or recreate any access credentials of any other Users or Authorized Representatives by hacking, password mining or similar means;

(d)    block, falsify or otherwise interfere with any information or data communicated by other Users over the Everspring Europe Platform, or use any information provided by other Users outside the Everspring Europe Platform.

(e) take any action or do anything that could impair the security, integrity, availability or performance of the Everspring Europe Platform. 

4.5 Without limiting other legal remedies available to Everspring Europe, Everspring Europe may, but shall not be obliged, to (i) limit, restrict, suspend, or terminate User account(s) and access to the Everspring Europe Platform in whole or in relation to individual Authorized Representatives, (ii) remove or otherwise restrict the visibility of product listings of a User, and (iii) take technical and legal steps to keep the User and any or all of its Authorized Representatives from accessing and using the Everspring Europe Platform to protect the integrity, stability and security of the Everspring Europe Platform as well as other Users if Everspring Europe has indication that such User or any of its Authorized Representatives violates its obligations and/or the use restrictions applicable in relation to the Everspring Europe Platform under these Terms of Use, in particular in case of violation.

5. INTELLECTUAL PROPERTY RIGHTS

5.1 Everspring Europe reserves all intellectual property rights in the Everspring Europe Platform and any underlying software, algorithms, databases and content. Except as otherwise expressly provided, no rights in any such intellectual property is transferred or granted to the User beyond the non-exclusive, non-transferable and non-sub-licensable right to access the Everspring Europe Platform during the term of the agreement for use with Everspring Europe, and subject always to these Terms of Use.

5.2 The User may not copy, reproduce, distribute, display, transmit, modify, create derivative works or reverse engineer any portion of the Everspring Europe Platform or any information, data and other content made available by other Users through the Everspring Europe Platform. The User must not use any robots, spiders, crawlers, deep links or any similar technology, devices or manual processes to systematically and/or repeatedly access and collect information made available through the Everspring Europe Platform.

6. DATA PROTECTION

6.1 Everspring Europe processes personal data received from the User in compliance with applicable data protection law.

6.2 The User shall be solely responsible for ensuring that the transfer of personal data of its Authorized Representatives, Administrators, employees or other individuals to Everspring Europe and the processing of such data by Everspring Europe (as specified in the Everspring Europe data protection information) complies with applicable data protection law, in particular that any required consent has been validly obtained.

7. CONFIDENTIALITY

7.1 Either party shall treat as strictly confidential and not disclose, enable access to or use any information, data, documents or materials in any form 
(whether written, electronic, graphic, visual, oral or otherwise) and any copies of the foregoing that are provided by either party to the other or which otherwise become accessible or known to a party, including any such materials provided by other Users and including in particular any communication in connection with the negotiation and conclusion of purchase transactions on the Everspring Europe platform (including any requests, proposals, quotes or offers exchanged between a Supplier and a Buyer (in each case, “Confidential Information”).

7.2 Confidential Information shall however not include any information which (i) is in the public domain, (ii) subsequently enters into the public domain, except through disclosure by a party in breach of any undertaking under these Terms of Use; or (iii) is or becomes available to either party from a third party, provided that such third party is not in breach of any confidentiality obligation in relation to such information.

7.3 The disclosure or use is required by law or any regulatory body, provided that, to the extent legally permitted, the party so required to disclose Confidential Information shall notify the other party without undue delay and reasonably cooperate with the other party in the defence of such request and/or to obtain assurances as to confidentiality from such body;

8. LIABILITY

(a) any products offered or information, data, content or other material provided or communicated by any User, including if Everspring Europe modified, supplemented, removed, corrected. Everspring Europe does not endorse and is not obliged to verify any such materials;

(c) any suspension, changes to the Everspring Europe Platform or other action taken by Everspring Europe in accordance with these Terms of Use;

9. MISCELLANEOUS

9.1 Everspring Europe reserves the right to amend these Terms of Use from time to time in particular to reflect changing regulatory or legal requirements, further development of the Everspring Europe Platform or of its business model or for other operational and business reasons.