Terms and Conditions for System Vendors
Please read these Terms & Conditions for System Vendors carefully before agreeing to the Quote and/or become a CI HUB System Vendor.
These Terms & Conditions for System Vendors along with the Quote as agreed to by CI HUB GmbH (“CI HUB”) and the counter party identified in the Quote (“System Vendor” and jointly as “Parties”) constitutes the full agreement (“Agreement”) between the Parties for the integration of the CI HUB connector and/or other CI HUB products through an API to System Vendor´s system or programs (“Integration”).
In the event that the Quote and the Terms & Conditions for System Vendors become in conflict, the agreed upon Quote shall take precedence.
CI HUB reserves the right to change, modify, or update the Terms & Conditions for Integration with a general notice one (1) month in advance of such changes taking effect. After such period these changes shall be deemed immaterial or acceptable and shall become binding.
1. OFFERS, PRICES AND PROPOSALS
A prospective System Vendor may submit a proposal for an Integration to CI HUB (“Quote”). CI HUB shall consider a proposed Quote. A proposed Quote becomes an agreed upon Quote when CI HUB has communicated their acceptance to the System Vendor. A Quote, offer or proposal shall become void if the product to which the offer relates to is no longer available.
CI HUB shall only be bound after its acceptance. By proposing a Quote, the System Vendor accepts the Terms & Conditions for System Vendors and shall be bound by the Agreement once CI HUB informs the System Vendor of the acceptance of the Quote.
2. DESCRIPTION OF THE CI HUB SERVICE
The service offered by CI HUB (“CI HUB Service”) is a central service which can be used by a person with a CI HUB ID (“CI HUB User”) that was obtained through the creation of an account with CI HUB. CI HUB Users can access various System Vendors which hold, make available, and store digital assets such as photos, videos, templates, texts, graphics, etc. System Vendors use an API to connect their system to the CI HUB Service. An Integration allows users to access certain functionalities of the System Vendors functions other programs from System Vendors like Adobe, Microsoft, and Google through the products and services of CI HUB.
3. DURATION OF THE AGREEMENT AND EARLY TERMINATION
This agreement takes effect upon acceptance of the Quote by CI HUB and is valid for a minimum period of 12 months and will continue to renew automatically for consecutive 12 month terms unless otherwise specified differently in the Quote.
CI HUB shall be authorised to suspend the fulfilment of the obligations under the Agreement or to dissolve the agreement in the event that:
- the System Vendor does not (fully) fulfil or timely fulfil its obligations resulting from the agreement;
- after the agreement has been concluded, CI HUB learns of circumstances given good ground to fear that the System Vendor will not fulfil its obligations;
- the System Vendor was asked to furnish security to guarantee the fulfilment of its obligations resulting from the agreement when the contract was concluded and that this security has not been provided or is insufficient;
- as a result of delay on the part of the other party CI HUB can no longer be expected to fulfil its obligations under the originally agreed upon conditions, CI HUB is entitled to dissolve the agreement.
The agreement can be terminated by CI HUB immediately for crucial reasons including, but no limited to bankruptcy, liquidation, judicial management, receivership, or act of insolvency.
4. FORCE MAJEURE
CI HUB shall not be held to fulfil any of its obligations towards the other party if it is hindered to do so due to a circumstance through no fault of its own and which cannot be attributed to it by virtue of law, a legal action or generally accepted practice.
In addition to the stipulations of the law and the case law in this respect, force majeure shall in the present Terms and Conditions furthermore be understood to be any external circumstance, be it envisaged or not, on which CI HUB cannot have any influence but which prevents CI HUB from fulfilling its obligations. War, danger of war, riots, epidemics, natural disasters, lockout, transport problems, border closures, government measures home and abroad, fire, strikes and other serious disruptions in CI HUB’s company or third parties. CI HUB shall also be entitled to invoke force majeure if the circumstance rendering (further) fulfilment of the obligation(s) under the agreement impossible, commences after the point in time on which CI HUB should have fulfilled its obligation.
Throughout the duration of the circumstances of force majeure, CI HUB shall be entitled to suspend the fulfilment of its obligations. If this period lasts for more than two months, either of the parties shall be entitled to dissolve the agreement without any obligation to pay the opposite party damages.
Insofar CI HUB has already partially fulfilled its obligations resulting from the agreement at the moment the circumstance of force majeure commenced or shall be able to fulfil them and insofar separate value can be attributed to the part already fulfilled or still to be fulfilled respectively, CI HUB shall be entitled to invoice the part already fulfilled or still to be fulfilled respectively. The other party shall be held to pay this invoice as if it were a separate agreement.
5. PARTY’S DUTIES AND OBLIGATIONS
5.1 Development and Integration
Before the System Vendor can connect to the CI HUB system, they must first develop their software to align with the interface requirements of CI HUB. This is essential for seamless connectivity. Each Integration has unique protocols and functionalities, so a separate development is required for each System Vendor. CI HUB will collaborate with the System Vendor to create the necessary development.
All requirements will be provided by CI HUB to the System Vendor for the initial integration (“Onboarding Document”) and ongoing requirements or changes required for maintenance (“Maintenance Document”). These documents form the bases for the Integration and must be completed in detail by the System Vendor before CI HUB can start producing the Integration or maintain the Integration.
As part of the CI HUB Integration development process, the System Vendor will designate a permanent contact person. CI HUB will then request the necessary information from the System Vendor to customise the CI HUB Integration to fit the System Vendor's interface. The System Vendor will supply CI HUB with the relevant information, as well as a test system that includes the necessary data.
The System Vendor's technical staff must make timely and effective contributions for the successful development of the CI HUB Integration. Both parties acknowledge that CI HUB can only provide job functions in the Integration that are supported and error-free in the System Vendor's interface.
The System Vendor agrees that the prices set by the Quote from CI HUB for the production and maintenance of the CI HUB Integration are contingent upon the System Vendor's fulfilment of the cooperation measures outlined in this section. Failure to comply may result in additional expenses invoiced to the System Vendor.
5.2 Modification of the distribution interface
To the extent the System Vendor intends to modify its interface, it must notify CI HUB in advance and provide necessary details for any interface modifications. This is to ensure proper adjustment of CI HUB Integration.
In response to the System Vendor's announcement on interface modifications, CI HUB is committed to promptly adapting the CI HUB Integration. This will be done at least once every 12 months in a mutually agreed maintenance effort. A Maintenance Document will be required by CI HUB.
CI HUB has the authority to update, enhance, and customise the CI HUB Integration as it deems necessary. The services provided by CI HUB are included in the annual fee as described in the Quote. However, if significant changes to the System Vendor's interface are needed, resulting in a fundamental modification of the CI HUB Integration, CI HUB may require an additional fee. This fee is determined based on a cost estimate prepared by CI HUB and provided to the System Vendor.
6. INTEGRATION FEE AND LICENCE PROCEEDS
To ensure proper functioning and ongoing support for the CI HUB Integration, the System Vendor is required to pay annual fees according to the Quote. Payment is due at the start of each contract year. The specific fee amount for the CI HUB Integration will depend on the chosen functionality level (Basic, Extended, Premium or Custom), as set out in the Quote.
If the System Vendor fails to pay the fee as mentioned in the previous paragraph, or violates any of the terms of the Agreement and does not fix the issue within 30 days after receiving written notification specifying the nature of the breach, or if the Agreement is not renewed, CI HUB has the right to disconnect the System Vendor's CI HUB Integration from the CI HUB platform. In such a situation, CI HUB may choose to keep the System Vendor's CI HUB Integration connected to the CI HUB platform. In this case, the System Vendor gives CI HUB permission to use their logo and product name without any restrictions. This permission will be in effect for as long as CI HUB customers continue to use or want to use the relevant System Vendors CI HUB Integration.
7. SOURCE CODE DOCUMENTATION
Upon request, CI HUB will grant the System Vendor access to the source code of the System Vendor's CI HUB Integration in a human-readable format. The System Vendor is allowed to utilise the source code solely for the purpose of executing this agreement and is prohibited from sharing it with any third party.
CI HUB can furnish the System Vendor with the source code and documentation for the CI HUB Integration. This can be done through an escrow company, with the System Vendor assuming the associated costs. This provision is in place to safeguard against circumstances such as the insolvency of CI HUB, as defined in the escrow agreement.
8. MAINTENANCE AND SUPPORT
CI HUB is solely responsible for maintaining the CI HUB software solution, including the CI HUB Integration, connectors, and platform. We continuously release updates with new features, improvements, and bug fixes.
During the agreement, the System Vendor will have an annual maintenance window to update the Integration Partner's connected solution and benefit from new features offered in the CI HUB Connector. This update will only be done if the features and functions are supported by the System Vendors API.
The System Vendor is responsible for offering initial support to customers. They will receive error reports related to the CI HUB software solution from customers. Their objective is to assess these reports and make efforts to find a solution.
In the event that the System Vendor cannot fix any issues with the CI HUB software solution, they have the option to reach out to CI HUB's second-level support team for assistance. To do so, simply send an email to support@ci-hub.com.
9. LIMITATION OF LIABILITY
CI HUB takes responsibility for negligence in the event that important contractual obligations are breached by CI HUB, its representatives, employees, or agents. In such cases, CI HUB will be liable for damages that can be reasonably expected. Important contractual obligations are those that are fundamental to the contract, necessary for its formation, and on which the System Vendor relies. However, CI HUB accepts unlimited liability for damages resulting from harm to life, physical well-being, or health caused by CI HUB, its representatives, employees, or agents.
10. GOVERNING LAW
Solely German law shall apply to all disputes from or in connection with this agreement. Potsdam, Brandenburg, Germany, shall be the exclusive (and also international) place of jurisdiction for all disputes from or in connection with this agreement.
