Contractual Terms and Conditions applicable to the EUROFINS Online Service (EOL Terms & Conditions)
Section 1 - Applicability and subject-matter of the contract
1. In the event that an entity which belongs to the Eurofins Group (referred to hereinafter as "EUROFINS") and a CLIENT agree that the latter may make use of the EUROFINS Online Service, the terms and conditions set out below shall apply in addition to the General Terms and Conditions of Sale and Delivery of EUROFINS. The General Purchasing Terms and Conditions of the CLIENT shall in all circumstances be excluded. This agreement shall limit itself to the services of those laboratories which are participants in the EUROFINS Online Service System. EUROFINS shall on request provide a list of such participants.
2. EUROFINS grants access to data which the CLIENT has provided to EUROFINS or which has been produced by EUROFINS for the CLIENT. In particular the agreement shall cover the results of analyses which are produced in the context of the activities engaged in by EUROFINS on behalf of the CLIENT. The CLIENT shall if applicable also have access to interim results or provisional data, which may be subject to change (see section 5). Access shall be granted via the website https://eol.eurofins.de, referred to hereinafter as the "EOL Website".
3. EUROFINS shall make available to the CLIENT several access accounts, the exact volume of which shall in each individual case be agreed; the maximum number of accounts shall be limited to ten per CLIENT. Each access account shall be allocated a log-in name to be determined, plus an initial password, in order to permit the CLIENT to download the data relevant to it from the EOL Website. The CLIENT undertakes regularly to change any passwords initially provided by EUROFINS (the details hereof are governed by section 4). The CLIENT may in writing request from EUROFINS a list of all of the accounts to which it has access. EUROFINS shall not communicate any passwords in such list. Passwords shall be replaced if they are lost.
Section 2 - Term of the agreement
1. The agreement shall be for an unspecified term. Should this agreement constitute a supplementary agreement to another agreement (the main agreement), then the term stipulated for the main agreement shall also be the term of this supplementary agreement.
2. The agreement may be terminated by either party at any time subject to a notice period of 60 days.
3. The right to terminate the agreement on an extraordinary basis on any material grounds shall not be affected hereby
Section 3 - Contractual obligations of EUROFINS and the limitations applicable to such obligations
1. EUROFINS undertakes regularly to update the data on the accounts of the CLIENT on the EOL Website. The CLIENT shall if applicable also be given access to interim results / provisional data, which shall be subject to change and for the accuracy of which EUROFINS cannot therefore assume responsibility in any way (see section 5).
2. EUROFINS undertakes to use its reasonable endeavours in order:
- a) to grant access to the EOL Website;
- b) to protect the confidentiality of the data; and
- c) to prevent unauthorised third parties from accessing the data.
3. EUROFINS does not warrant that the Online Service shall be at all times functional without exception. EUROFINS does not give any warranty in relation to functionality in the event of any improper use. Furthermore EUROFINS shall not provide any advisory services to the CLIENT in relation to the use of the internet and in relation to hardware and software requirements on the CLIENT's side.
4. EUROFINS also expressly reserves the right to remove data from the EOL Website. The CLIENT shall be required independently to make computer-based and/or written copies of the data. EUROFINS therefore does not accept any liability for loss of data.
5. Furthermore, EUROFINS stipulates and the CLIENT expressly acknowledges that as a result of the use of the internet which is inherent to the system it cannot be entirely excluded that unauthorised third parties intentionally or unintentionally gain access to the data.
6. EUROFINS expressly withholds any warranty:
- a) in relation to the accuracy of the data placed on the EOL Website; or
- b) in relation to the confidentiality or the security of such data.
Section 4 - Contractual obligations of the CLIENT
The CLIENT undertakes:
- a) to change the passwords initially provided by EUROFINS immediately upon receipt;
- b) to change the passwords on a regular basis, and to do so at least once per month;
- c) to select complex passwords, which consist of a combination of numbers, letters and other characters, in order to avoid any possible misuse;
- d) to provide the password only to those employees to whom it is intended to give access to the EOL Website;
- e) not to save the passwords nor to write them down on any media which are readily accessible to unauthorised third parties, and in particular not to do so in e-mails or on any other electric media which are accessible through public networks, with the exception of the EOL Website;
- f) not to attempt to gain access via the EOL Website to data other than its own data or such data as has been produced by EUROFINS at the request of the CLIENT. Any successful or attempted unauthorised access to data other than the data of the CLIENT shall entitle EUROFINS to terminate this agreement without notice;
- g) to ensure that those employees with rights of access whose employment is terminated, or who for any other reason cease to be entitled to have access to the EOL Website, are in fact prevented from accessing the EOL Website; and
- h) to inform EUROFINS immediately and in writing if any access account should be closed. EUROFINS undertakes in such a case to close down the account.
Section 5 - Interim results / provisional data
The subject-matter of this agreement also extends to the placing on the EOL Website of provisional data by EUROFINS, if applicable and if such provisional data is produced. EUROFINS shall not be obliged to obtain the consent of the CLIENT before placing such data on the EOL Website. The CLIENT acknowledges that such data is produced on a provisional basis. EUROFINS therefore expressly reserves the right to place such data online which may diverge from the final results of the analysis. The CLIENT may for this reason rely only on the data in the final inspection report. In the event of any such divergence, EUROFINS shall not assume any liability.
Section 6 - Liability and indemnification against any claims
1. Claims for compensation of any nature against EUROFINS and its legal representatives and servants shall be excluded, save in the event of intent or gross negligence or the breach of any material contractual obligation. A material contractual obligation shall in this sense mean any obligation of which the performance makes possible the proper execution of the agreement and on the performance of which the CLIENT may duly rely. The exclusions of liability set out above shall not apply to any liability which is incurred in accordance with the Law on Product Liability or in cases of death, physical injury or prejudice to health.
2. The publication of the data of the CLIENT may in individual cases also involve the data of contractual partners of the CLIENT or of third parties. In such a case the CLIENT undertakes to indemnify EUROFINS against any possible claims brought by the contractual partners of the CLIENT or by third parties which may arise pursuant to the use and publication of the data in the context which is stipulated in this agreement.
Section 7 - Execution provisions
1. The granting of access to the EOL Website shall be subject to the punctual payment of the agreed cost of the service and the account management. This cost shall be paid 30 days at the latest from the date of receipt of any invoice.
2. Upon expiry of the agreement EUROFINS shall be obliged within a period of 30 days to remove the CLIENT's data from the EOL Website and to close down the accounts.
Section 8 - Applicable law; Place of jurisdiction
1. This agreement shall be governed by German law.
2. The place of jurisdiction shall be the registered office of EUROFINS, to the extent that the CLIENT is a commercial party, a legal person pursuant to public law, a special fund pursuant to public law, or if it does not have its general place of jurisdiction in Germany. EUROFINS shall also be entitled to instigate arbitration proceedings before the arbitral tribunal of the German Institution of Arbitration (Deutsche Institution für Schiedsgerichtsbarkeit - DIS), instead of instigating proceedings before the ordinary courts of law. Should this occur, the arbitral tribunal to which the matter is submitted shall have exclusive jurisdiction; the place of arbitration is Hamburg.