Terms and Conditions

1. Subject of the Agreement
   
   1. For Suppliers residing in the European Economic Area, Switzerland, or the United Kingdom, the contracting party is Scoutbee GmbH. For Suppliers outside the aforementioned areas, the contracting party is Scoutbee Inc. Both entities shall be hereinafter referred to as “Scoutbee.”
   2. Scoutbee provides a platform for Suppliers to access the Purchasers’ network (and their projects) and book specific Services. Scoutbee defines the scope of Services. Purchasers define the projects and the requirements. To access the Purchasers' network and book Services, Suppliers are required to pay a fee specified in Section 7 and fulfill other requirements in the specific projects as set by the Purchaser.
   3. Scoutbee provides its Services exclusively to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB).
2. Creation of user profile
   To provision the Services and access the Marketplace, the Supplier must create and complete its user profile. Scoutbee stores the following basic data about the Supplier, insofar as the Supplier provides this data directly or it is filled out for the Supplier from publicly available sources, such as but not limited to contact details, user account information, supplier-specific data relevant for Purchasers, payment information, and third-party data. Scoutbee is not responsible for the completeness and accuracy of the user profile.
3. Responsibilities of Scoutbee
   The operation and management of the Marketplace are carried out by Scoutbee. Scoutbee is entitled to engage third parties to fulfill its service obligations. Scoutbee endeavors to offer the operation of the Marketplace as trouble-free as possible and to keep interruptions for the elimination of malfunctions, maintenance work, introduction of new technologies, and the like as short as possible but cannot completely exclude them. Further technical development is solely at the discretion of Scoutbee.
4. Scoutbee's Warranty
   If, for any reason attributable to Scoutbee, the Service has not been conducted, Scoutbee shall refund the fee in full. Scoutbee is exempt from the warranty in cases of failure to fulfill the requirements or to complete the user profile with accurate information. The warranty does not extend to the Supplier’s duty to cooperate regarding the Services or the Purchasers' project requirements. The final engagement between the Supplier and the Purchaser is solely at the discretion of these parties, and Scoutbee neither promises nor guarantees final participation in any project.
5. Rights and Obligation of Supplier
   The Supplier is responsible for the accuracy and completeness of the information provided during the use of the Marketplace. As a Service, Scoutbee can support the Supplier with providing the information; however, the Supplier must verify and approve the completeness and accuracy of the information. Scoutbee or the Purchaser may provide guidance (as an additional Service) for the requirements of the user profile. The decision about fulfilling the requirements of the user profile lies solely with the Supplier.
6. Intellectual Property
   All intellectual property rights related to the Marketplace, including copyrights, trademarks, and other proprietary rights, remain with Scoutbee. The Supplier is granted a non-exclusive, non-transferable license solely for the purpose of using the Marketplace functionalities. Nothing in these Terms and Conditions shall be construed as giving the Supplier the right to use Scoutbee’s or the Purchasers’ name or logo for their marketing, business, or other purposes unless such right and approval have been provided in writing.
7. Fees and payment terms
   The amount of the fee and the payment terms will be specified in a separate agreement or price list. If the payment terms haven’t been specified, then the general terms are 7 days from the invoice date, in advance before the commencement of the Service. For recurring payments, the fee shall be due each month on the corresponding day of booking. We reserve the right not to accept certain payment methods for a given order and to refer to other payment methods. The Supplier is responsible for any costs associated with money transactions. The fees exclude any VAT. VAT shall only be payable if required by the applicable law. The Supplier consents to receiving invoices and credits solely in electronic form.
8. Limitation of Liability
   
   1. Scoutbee assumes unlimited liability for willful intent and gross negligence on the part of Scoutbee, its agents, and legal representatives. Scoutbee only assumes liability for simple negligence in the event of breaches concerning cardinal contractual duties. Cardinal contractual duties are defined as obligations that are indispensable for the fulfillment of the contract and for which the Supplier regularly relies and is entitled to rely on compliance. Liability for breaches of such cardinal contractual duties is restricted to the damages that are typical for this type of contract and which Scoutbee should have been able to anticipate when establishing the contract based on the circumstances known at that time, up to the contract value at maximum.
   2. The present limitations of liability do not apply if explicit guarantees have been made, for claims due to a lack of warranted qualities, or for damages due to injury of life, body, or health. Liability according to product liability law also remains unaffected.
   3. Scoutbee shall not be liable for any damages or losses arising from the use of the Marketplace or the booking of Services between the Supplier and the Purchaser. Any liability of the Marketplace is excluded to the extent permitted by law.
9. Indemnification
   The Supplier shall (a) defend Scoutbee from and against any claim by a third party alleging that the Supplier data or Supplier’s use of the Services in breach of these Terms and Conditions infringes or misappropriates such third party’s intellectual property rights or violates applicable laws, and (b) in relation to such claim, indemnify and hold harmless Scoutbee from any damages and costs awarded or agreed to in settlement by the Supplier (including reasonable attorneys’ fees).
10. Disclaimer
    Nothing in these Terms and Conditions shall be construed as granting the Supplier a right or entitlement to engage in collaboration with the Purchaser. Furthermore, the Supplier shall not have any claim against Scoutbee or the Purchaser for participation in a project or any other collaboration. It is the Purchaser's sole discretion to set the requirements for a project or any other collaboration. The decision to choose a specific Supplier to participate therein, even if the requirements are met, is at the sole discretion of the Purchaser. The exclusive remedy for the Supplier shall be as provided in Section 4 concerning warranties.
11. Confidentiality
    
    1. Each party shall keep confidential and shall not disclose to any person any information, whether in written or any other form, disclosed to it ("Receiving Party") by or on behalf of the other party and/or companies affiliated with the other party ("Disclosing Party") in the course of the discussions leading up to or the entering into or performance of these Terms and Conditions and which is identified as confidential or is clearly by its nature confidential including, but not limited to, all personal data relating to Suppliers' employees and Suppliers pursuant to these Terms and Conditions ("Confidential Information"). However, the Receiving Party is entitled to disclose Confidential Information to employees at affiliated companies on a need-to-know basis.
    2. Each party hereby undertakes to the other party to use the Confidential Information disclosed to it by or on behalf of the other party solely in connection with the performance of these Terms and Conditions and not otherwise for its own benefit or the benefit of any third party.
    3. Confidential Information does not include information which:
    4. is or becomes generally available to the public otherwise than as a direct or indirect result of disclosure by the Receiving Party or a person employed or engaged by the Receiving Party contrary to their respective obligations of confidentiality; or
    5. is or was made available or becomes available to the Receiving Party otherwise than pursuant to these Terms and Conditions and free of any restrictions as to its use or disclosure;
    6. is lawfully received free from restrictions from another third party having the right to furnish such Confidential Information and who had not received it from the Receiving Party;
    7. is developed by the Receiving Party independently from these Terms and Conditions; or
    8. is approved for release in writing by the Disclosing Party.
    9. This Section 11 shall continue in force for a period of three years from the actual termination date or expiry of these Terms and Conditions, howsoever caused.
12. Termination and user profile deletion
    
    1. The Supplier can terminate their access to the Marketplace at any time without notice by reaching out to our customer service.
    2. As a result of this termination, but also of the deletion of the user account itself, Scoutbee will independently evaluate the necessity of the further retention of the Supplier's data regarding possible statutory retention periods. Any such deletion of Supplier data, however, will not apply to electronic archives or backup electronic files that are not readily available, which will continue to be treated as confidential beyond expiration or termination until they have been irretrievably deleted by Scoutbee.
    3. The termination or deletion of the user profile does not release the Supplier from the payment obligations for any outstanding Services. For Services in the subscription model, the Service shall be terminated at the next possible termination period, and the whole amount shall be immediately due.
13. Notification and Updates
    Scoutbee reserves the right to modify or update these Terms and Conditions at any time. Any changes will be communicated to the Supplier either when the Supplier actively logs in or in text form at least one month in advance. The updated Terms and Conditions shall either become effective upon active login and consent to the new terms or shall become effective on the respective date indicated in the notification and shall be deemed approved if the Supplier does not terminate their user profile in accordance with Section 12. The Supplier’s continued use of the Marketplace after any such changes constitutes acceptance of the new Terms and Conditions.
14. Export Controls
    The Services may be subject to export and import laws. The Supplier agrees to comply with all applicable export and import laws and regulations. In particular, but without limitation, the Services may not be exported or re-exported (a) into any U.S. or European Union embargoed countries or (b) accessed or used by any Service if the Supplier or authorized user is named on (or directly or indirectly owned 50% or greater, in the aggregate, or otherwise controlled by, a person or persons named on) any U.S. government or other applicable restricted-party list; (c) place any information in the Services that is controlled under the U.S. International Traffic in Arms Regulations or other similar laws; or (d) access or use any Service for any purpose prohibited by the United States or applicable international import and export laws and regulations. By using the Services, the Supplier represents and warrants that the Supplier is not located in any such country or on any such list. The Supplier also agrees that the Supplier will not use the Services for any purposes prohibited by applicable law.
15. General
    
    1. Scoutbee may use and display the Supplier’s name, logo, trademarks, and service marks on Scoutbee’s website and in Scoutbee’s marketing materials in connection with identifying the Supplier as a Supplier of Scoutbee. Upon the Supplier’s request, Scoutbee will remove any such marks from Scoutbee’s website and, to the extent commercially feasible, Scoutbee’s marketing materials.
    2. In connection with the provision of the Services, Scoutbee may use the email address for direct advertising for its own similar goods or Services. The Supplier may object to the use at any time, without any charge.
    3. The provisions of these Terms and Conditions which, by their nature, extend beyond the termination of this Terms and Conditions, shall survive and continue to be in full force and effect, including, but not limited to, 6 (Intellectual Property), 8 (Limitation of Liability), 9 (Indemnification), 10 (Disclaimer), 11 (Confidentiality), and 15 (General).
    4. Insofar as the Supplier enters personal data on the platform, the Supplier is considered a controller within the meaning of Art. 4 (7) GDPR, and Scoutbee is considered a processor within the meaning of Art. 4 (8) GDPR. Unless otherwise agreed, by using the platform, the Supplier accepts the offer submitted by Scoutbee to establish a processing agreement that specifies the rights and obligations of both parties concerning the processing of personal data; the processing agreement shall be provided by Scoutbee upon the Supplier’s request at dataprotection@scoutbee.com.
    5. If individual provisions of these Terms and Conditions should be or become invalid or should there be a gap that should be filled, the rest of the Terms and Conditions shall continue to be valid. In this event, the parties now undertake to agree on a valid provision that most closely reflects the parties' economic intention to replace the invalid provision or lack of provision.
    6. No party shall be liable to the other for any delay or failure to perform any obligation under these Terms and Conditions (except for a failure to pay fees) if the delay or failure is due to unforeseen events which occur after the concluding of these Terms and Conditions and which are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or Services, or refusal of a license by a government agency.
    7. These Terms and Conditions shall be governed solely by the law of the Federal Republic of Germany, excluding the applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG). The exclusive place of jurisdiction for all disputes arising from or in connection with these Terms and Conditions shall be Berlin, Germany.