Truum Platform and Services Terms and Condition of Use
The following terms and conditions (Terms and Conditions) govern the access to and use of the Truum Platform and Services, which SGS Société Générale de Surveillance SA, 1, Place des Alpes, 1211 Geneva, Switzerland or one of its group companies or affiliates (SGS) may make available for use to you as customer (Customer).
The Truum Platform and Services
Platform. The Truum platform is a market intelligence solution and toolkit that provides features for the management and optimisation of product information (data required to market and sell products) that is contained in online catalogues (Platform).
Services. The services provided via the Platform (Truum-Services).
The Platform and the Truum-Services are made available and can be accessed via the web portal www.app.truum.com/ (Portal). Access requires the creation of a user account (User Account). The User Account allows the Customer to set preferences and configurations, to view its user and analytics data and to communicate with SGS. The Portal is further intended to provide the Customer with information about SGS and the Truum Platform and Services.
The detailed and constitutive descriptions of the Platform and the Truum-Services (as amended by SGS from time to time) are made available on the Portal (Service Description).
Scope
Scope. SGS grants to Customer during the subscription term the right to use the Platform and to receive the applicable Truum-Services as set out in the accompanying order form (Order Form), all in accordance with these Terms and Conditions.
Use of Platform and Truum-Services
Authorized Users
Authorized User categories. Customer is granted a non-exclusive, non-transferable, non-sublicensable right to remotely access and have used the Platform by its employees or agents, or employees or agents of Customer affiliates (Authorized Users), as agreed upon in the Order Form
Authorized User accounts. Each Authorized User may create a personal, non-transferable user account to access the Platform. User account credentials must not be shared or used by more than one individual at a time.
Unauthorized access. Customer shall ensure that Authorized Users (i) use the Platform and the Truum-Services in compliance with these Terms and Conditions; (ii) keep user account credentials confidential; and (iii) treat their user account personal and prevent unauthorized access to or use of the Platform or the Truum-Services by persons not qualified as Authorized Users. Customer shall notify SGS promptly if Customer becomes aware of any unauthorized access to or use of the Platform or the Truum-Services.
Usage Restrictions
Business use. The Platform and the Truum-Services are solely for use by professional business customers for their own business purposes.
Prohibited use. Customer shall not (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share, offer in a service bureau, or otherwise make the Platform or the Truum-Services available to any third party; (ii) modify, copy (in particular by the use of automated systems or software to systematically extract data), reverse engineer, decompile or create any derivative works based on the Platform, the Service Description or other materials (except to the extent permitted by law); (iii) frame or mirror any content forming part of the Portal, other than on Customer's own IT systems for its own internal business purposes; or (iv) use the Platform or the Truum-Services in any manner that exceeds the scope of use permitted herein.
Remuneration
Subscription Fees. Customer shall pay to SGS, in consideration for the access to the Platform and the provision of Truum-Services, the fees agreed upon in the Order Form (Subscription Fees). The Subscription Fees are non-cancellable and non-refundable.
Invoicing, payment, and terms. SGS may issue invoices (or payment receipts) electronically. Subscription Fees and other charges shall be payable as agreed upon in the Order Form.
Taxes. Subscription Fees and other charges do not include taxes. Customer is responsible for paying all sales, use, and value-added taxes associated with its receipt of services hereunder. If SGS is obliged to pay or collect taxes for which Customer is responsible, the appropriate amount shall be invoiced to and paid by Customer, unless Customer provides SGS with a valid tax exemption certificate authorized by the competent tax authority.
No right to set-off. Customer shall not be entitled to set-off possible own claims against claims of SGS.
SGS Intellectual Property
Ownership. SGS or its licensors exclusively and unrestrictedly retain ownership of all intellectual property rights in the Platform and the Truum-Services.
Rights reserved. Subject to the limited rights expressly granted hereunder, no rights are granted to Customer hereunder other than as expressly set forth herein.
Performance Standards and Limited Warranties
Platform
Platform warranty. SGS warrants that (i) it has the necessary legal or regulatory (if any) authorizations to provide the functionality of the Platform to Customer; (ii) the Platform conforms with the essential specifications set forth in the Service Description; (iii) SGS will endeavour to keep the Platform available without undue interruption (subject to scheduled service downtimes and to occurrences beyond SGS’s control); and (iv) the permitted use of the Platform does not infringe upon intellectual property rights of others.
Limitations. SGS’s Platform warranty shall not apply if the Platform (i) is not used as permitted; (ii) is not used in accordance with the Service Description; or (ii) is combined with other systems or services not supplied by SGS. SGS does not warrant that the Platform will be provided uninterrupted or error-free or that any information or data contained therein or derived therefrom will be accurate or complete.
Remedies. SGS will remedy defects within a reasonable time at its choice by means of a fix (including provision of a workaround) or replacement.
Truum-Services, Support and Training
Performance standard: SGS will perform the Truum-Services and provide agreed (if any) support and training with reasonable diligence and care but shall not be liable to achieve any specific outcome or result.
Limitations. The outputs to Customer generated as part of the Truum-Services (namely outcomes of website analysis) are the result of automated analysis and processing by SGS’s proprietary artificial intelligence (AI) tool, which has been developed with diligence but without warranty of any kind, and which additionally is machine-learning. All such outputs and related data are provided “as is”, without engagement and excluding any undertaking as regards their accuracy, quality, suitability or fitness for a purpose or error-free operation of the AI tool.
Remedies. In case of a material non-conformance of Truum-Services, SGS will re-perform the non-conforming portions of the service at no cost to Customer.
No other Warranties or Remedies
Except as explicitly set forth above, SGS provides the Platform, the Truum-Services and other services “as is” and does not make any warranties, and expressly disclaims all other warranties, undertakings, conditions, and representations, whether oral or written, expressed or implied, or arising by usage of the Platform or the receipt of the Truum-Services or other services, including, but not limited to, suitability or fitness of the Platform or the Truum-Services for a particular purpose, meeting Customer’s requirements, or satisfactory quality.
The above remedies shall be Customer’s sole remedies for breach of warranty and to the exclusion of any other rights or remedies.
Liability and Indemnification
Limited liability for direct damage. SGS’s liability shall be limited to direct damage and the total aggregate liability for direct damage shall be limited per event to the amount of the Subscription Fees paid by Customer for the calendar month preceding the event causing damage.
Exclusion of liability. SGS shall in no event be liable to Customer for any indirect, incidental, or consequential damage, loss of data, damage caused by business interruption, loss of use, loss of profits or third-party claims.
Exceptions. The aforementioned limitations and exclusions of liability shall not apply in case of (i) death or physical injury; (ii) damage caused by willful intent or gross negligence; or (iii) if mandatory law provides otherwise.
Customer indemnity. Customer shall indemnify, defend and hold harmless SGS against any third-party claims that are based on: (i) Customer’s use of the Platform in a manner not permitted under these Terms and Conditions; or (ii) Customer Data or any other information or material uploaded by Customer on the Platform. SGS shall reasonably cooperate in the defense of such claim, if requested by Customer, at Customer’s expense. Customer shall – if so agreed by SGS – have the sole authority to defend or settle the claim, provided such settlement does not involve any payment by SGS or admission of wrongdoing by SGS.
Customer Data
Acceptable Customer Data. Data or information generated for or uploaded by or on behalf of Customer in connection with the Platform or the Truum-Services (Customer Data) shall not contain infringing, obscene, threatening, or otherwise unlawful or tortious material, including material that may (i) violate privacy or intellectual property rights; (ii) disrupt the performance of the Platform; or (iii) create a security risk for the Platform or other users of the Platform.
Data protection compliance. Subject to the provisions set forth in the Order Form, the Parties shall comply with applicable data protection laws in relation to the processing of Customer Data.
Use of anonymized data. Subject to applicable data protection law, SGS or its group companies or affiliates may use Customer Data in anonymized form to develop, maintain and improve the products and services of SGS’s or its group companies or affiliates, to tailor products and services to Customer’s needs and for market research purposes during the term of the subscription and thereafter.
Customer Data back-up. SGS will create daily backup copies of the system on which Customer Data is stored to enable recovery of these system data in case of data loss. SGS will not otherwise restore Customer Data of individual customers. Customer shall therefore be obliged to take adequate measures to mitigate damages due to data loss.
Return or release of Customer Data. During the term of the subscription and for sixty (60) days thereafter, Customer can extract Customer Data from the Platform in a standardized procedure in a machine-readable format, unless otherwise set forth in the Order Form or the Service Description. SGS does not assume any responsibility for the compatibility and usability of such extracted Customer Data on other systems. SGS shall be entitled to delete Customer Data upon the expiration of such extraction period.
Confidentiality
Confidential information. Neither Party shall disclose or use for any purpose outside the scope of this agreement the other Party’s business or technical information, including but not limited to any information relating to tools or software plans, designs, costs, prices and names, finances, marketing plans, business opportunities, personnel, research, development or know-how, or Customer Data (Confidential Information), except with the other Party’s prior written permission or as permitted under these Terms and Conditions. Information or data that is aggregated from Confidential Information shall not be deemed to be Confidential Information provided that such aggregated information or data is anonymized through elimination of identifiers to the source of the information. Each Party agrees to protect the Confidential Information of the other Party in the same manner that it protects its own Confidential Information of like kind (but in no event using less than a reasonable degree of care and reasonable technology industry standards).
Mandatory disclosure. If a Party is obliged by an enforceable order or by law to disclose Confidential Information of the other Party, it shall promptly provide the other Party with prior notice of such compelled disclosure (to the extent legally permitted) and provide reasonable assistance, at the other Party's cost, if the other Party wishes to prevent or contest the disclosure.
Exclusions. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the other Party; (ii) was known to a Party prior to its disclosure by the other Party without breach of any obligation owed to the other Party; (iii) was independently developed by a Party without breach of any obligation owed to the other Party; or (iv) is received from a third party without breach of any obligation owed to the other Party, provided that Customer Data containing personal data shall be handled in accordance with the standards required by applicable data protection laws, even if the same information may be generally known, publicly available or otherwise accessible to SGS from other sources. SGS undertakes to inform the Customer about this and undertakes further to only use this information upon Customer’s prior written approval for this.
Survival. The obligations under this section 10 shall survive termination of the Agreement for a period of four (4) years.
Changes
Changes to the Terms and Conditions. SGS will notify Customer about any change to these Terms and Conditions with at least four (4) weeks prior notice. Customer has the right to object to the change before the change is intended to become effective. If Customer does not object in due time, the change shall be deemed accepted and shall become effective. If Customer objects to the change in due time, SGS may choose to either continue the agreement with Customer under the Terms and Conditions without the change, or to terminate Customer’s subscription with effect at the date on which the change is supposed to become effective.
Changes to the Platform or the Truum-Services. SGS may change the features and functionalities of the Platform or the Truum-Services from time to time, provided that such changes will not materially impair the functionality of the Platform or the Truum-Services.
Term and Termination
Term and ordinary termination. The term and ordinary termination of a subscription are set forth in the Order Form.
Termination for convenience by SGS. SGS may terminate for convenience a subscription at any time by providing notice of 10 days thereof to the Customer. In such a case, SGS will reimburse to Customer prepaid Subscription Fees for the unused portion of the subscription term on a prorated basis.
Suspension of access. SGS shall be entitled to suspend Customer’s access to the Platform in case of material non-compliance of Customer or Authorized Users with these Terms and Conditions after (i)SGS informed the Customer in writing about this and (ii) Customer did not stop the material non-compliance within 10 days after the written information. The same shall apply in case of force majeure, i.e. an event beyond SGS’s reasonable control that prevents or significantly impairs SGS’s capability to perform its obligations.
Consequences of termination. Upon any termination, Customer shall immediately cease accessing and otherwise utilizing the Platform. Termination shall not relieve Customer of the obligation to pay any Subscription Fees accrued or due and payable to SGS prior to the effective date of termination.
Surviving Provisions. All provisions of these Terms and Conditions intended by their terms or nature to survive shall survive any termination or expiration of any subscription.
Applicable Law and Jurisdiction
Applicable law. These Terms and Conditions and any subscription shall be governed by and construed in accordance with the substantive laws of the SGS affiliate performing the Services (Truum-Services). The application of the United Nations Convention on Contracts for the International Sale of Goods shall be excluded.
Jurisdiction. Any dispute arising out of or in conjunction with the Agreement shall be submitted to the exclusive jurisdiction of the courts at the domicile of SGS.
Miscellaneous
Notices. Unless otherwise set forth in these Terms and Conditions, all notices must be given at least in text form (e.g., e-mail). The Parties shall immediately notify each other about any changes of the contact data they have provided each other with.
Severability. If any provision of these Terms and Conditions is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of these Terms and Conditions.
Waiver. No failure or delay by either Party in exercising any right or remedy under these Terms and Conditions shall constitute a waiver of such right or remedy.
Subcontractors. SGS may commission subcontractors with the performance of services. SGS undertakes to inform the Customer about this.
Entire agreement. These Terms and Conditions together with the Order Form and the documents referenced therein constitute the entire agreement between the Parties with respect to the subject matter thereof.
Form Requirement. No modification, amendment, or waiver of any provision of these Terms and Conditions, the Order Form or the documents referenced therein shall be effective, unless being agreed upon in text form (e.g., email, scanned signatures) or in writing by the Party against whom the modification, amendment or waiver is to be asserted. Transmission by fax, e-mail or any other equivalent form of electronic exchange or execution shall be deemed to comply with such form requirement. The Parties agree that the Agreement may be executed, exchanged, stored and processed by applying any form or simple or advanced e-signatures (e.g., DocuSign, etc.) and that such e-signatures shall comply with the form requirements set forth herein.
Third-Party Services. SGS may rely on certain third-party services for the provision of the Platform or the Truum-Services.
Last updated: February, 9h, 2024