Preamble
This is an addendum to the Master Agreement signed with eKomi for the use of eKomi's customer feedback system and to our General Terms and Conditions. This document will certify and clarify the legal terms behind providing eKomi with reviews either for an import of pre-existing reviews, or for reviews collected via our Point of Sale (POS) solution.
Given the above, eKomi and Company make the following agreement:
§ 1 Subject of this Agreement
(1) Company shall fulfil one, or more, of the following provisions, depending on the applicable situation. Either:
a. Company shall provide eKomi with a one-time list of reviews, the number and specific date constraints of which should be stipulated in the contract, in the form of a CSV file, containing all of the following data: unique transaction number, date, time or timestamp, stars awarded by customer, customer comment.
b. Company shall provide eKomi with a list of reviews on an ongoing, pre-defined basis, the number and specific date constraints of which should be stipulated in the contract, in the form of a CSV file, containing all of the following data: unique transaction number, date, time or timestamp, stars awarded by customer, customer comment.
c. Company will be collecting reviews via any one of our POS Applications for iOS, Android or Windows 10.
§ 2 Obligations of the Company
Company must carefully carry out the following obligations:
(1) Company certifies that the customer reviews mentioned in § 1 of this agreement were collected from its own customers exclusively, and in connection with a verifiable transaction.
(2) In addition, Company warrants that the above mentioned reviews were neither written by the Company, nor manipulated in any way.
(3) Company warrants that every customer was given the opportunity to leave a review in connection with a transaction and that all completed reviews, without exception, shall be provided to eKomi.
(4) If the customer did not write a comment, this should be noted as the comment e.g.: ”no comment” or similar.
(5) Company is obliged to maintain the complete confidentiality of this agreement toward third parties. This obligation shall carry on without expiration even after the termination of the master agreement with eKomi as well as this agreement.
(6) Both parties are obliged to keep confidential all business and operational secrets of the other party both during the term of the contract as well as afterwards. Furthermore, Company must ensure that all their respective employees, agents and contractors also keep such information confidential. This shall also apply to operational processes which have not been expressly classified as secret or confidential. This obligation to confidentiality shall be valid until the secret has become public or one party relinquishes the obligation to secrecy.
(7) Company must ensure that, in every situation stipulated in § 1, the reviews are made available in the language saved for the domain used. The processing of imported reviews in other languages will be charged separately.
(8) Company is responsible for ensuring the right of ownership over the imported and / or collected reviews. Liability on the part of eKomi resulting from the unlawful use of ratings, evaluation summaries and/or reviews is excluded.
§ 3 Breach of company obligations
(1) If it should be proven that Company has violated one or more of the agreed obligations from § 2, and that in doing so has caused eKomi direct or indirect damages or disadvantages, Company shall immediately pay a contact penalty equal to the amount of the damage or at least € 50,000 net per violation.
(2) These contract penalties can be charged against any other future compensation claims.
§ 4 Contract Termination
The termination of this agreement is only valid with the termination of the Master Agreement. The same shall apply for the right to termination without prior notice for good cause.
§ 5 Sundry
(1) The jurisdiction and place of execution shall be Berlin.
(2) If and for as long as a clause of this contract contradicts a mandatory legal regulation, such legal regulation shall stand in its place for the duration of the contract.
(3) If one or more of the clauses of this contract lose their validity, the remaining clauses shall retain their effect.
(4) In any event, the contract or the affected clause shall be reinterpreted or amended in such a way that the desired economic or legal effect is achieved with the ineffective or voided clause. The same shall apply if while carrying out the contract a contractual omission which requires amending is revealed.
(5) Side agreements, pledges and contractual changes must be made in writing.