Terms and conditions of use (valid as of 01.06.17)

These terms and conditions (‘Terms of Use’) govern the rights and obligations of all registered users (‘the User’ or ‘the Users’) regarding use of the website www.orderfox.com and all of its subpages (‘Website’). Orderfox AG (‘Orderfox’) is the owner and operator of the Website and the contractual partner to the User. The Terms of Use contain a declaration of consent by the user to the generation of metadata for sector-specific purposes (section 10 of these Terms of Use). Terms and conditions in relation to the Website which deviate from these and/or which are contradictory in any other way are expressly rejected by Orderfox, including if services are rendered in individual cases without the User objecting to the terms and conditions. More information and details of how to contact Orderfox can be found in the legal notice.

1. Orderfox, Website services and limitation to business customers

1.1. The Website offers a marketplace for CNC manufacturers and CNC buyers. It serves as a partner platform for CNC manufacturers and CNC buyers (jointly referred to as the ‘Users’), enabling them to place interactive ads (jobs) on the Website and using intelligent filters to assist with their coming together. Additionally, the Users are entitled and required to create a company profile on the Website, observing the requirements regarding form and content as stipulated in each case by Orderfox.

1.2. The Users are authorised to view all the company profiles and all the ads (jobs).

1.3. The descriptions of Orderfox services on websites, in brochures and in comparable advertising materials do not constitute any kind of assurance or warranty regarding their nature, or any other kind of guarantee.

1.4. The Orderfox services are designed solely for business customers/contractors and not for consumers. Consumers are forbidden from utilising the Orderfox services. Within the meaning of these terms and conditions of use, a consumer is any natural person who effects a legal transaction for purposes which cannot primarily be attributed to their commercial or professional self-employment activities. A contractor is a natural or legal person or an incorporated partnership which performs its commercial or professional self-employment activities when concluding a legal transaction. By utilising the Orderfox services, the Users declare that they are business customers and not consumers. Orderfox reserves the right to verify that a User is not a consumer (e.g. by checking address details, their business registration or their VAT identification number).

2. Conclusion, duration and termination of the contract

2.1. The contract by and between Orderfox and the User authorising the User to publish 1 (one) company profile and any number of interactive ads and also to view the profiles and ads of other Users on the Website (the ‘Contract’), is concluded upon Orderfox activating the login details provided (Section 4).

2.2. The Contract is concluded for a period of 1 (one) year from the activation date (‘Contract Year’). The Contract Year shall be automatically extended by 1 (one) further year insofar as the User does not notify Orderfox in writing that there should be no extension at the latest 3 (three) months prior to expiry of the first full Contract Year. The date on which notification is received by email or post is authoritative for compliance with the period of notice. These provisions equally apply in the event of any such extension.

2.3. Orderfox currently offers the platform to Users free of charge. Should the use of the platform become subject to charge, Orderfox will inform the Users promptly in accordance with these Terms of Use and offer them the opportunity to use all functions subject to charge. In these circumstances, Orderfox reserves its right to limit any continued free use to certain functions.

2.4. Orderfox is authorised to terminate the Contract with immediate effect with no prior notice being given to the User and to block the User’s access to the Website if the User’s compliance with the Contract cannot be expected by Orderfox to a reasonable degree. This applies in particular if the User wilfully or negligently violates these Terms of Use and/or other applicable laws. In special individual circumstances, such termination is permitted without the need for furnishing reasons.

2.5. The right of both parties to extraordinary termination of the Contract for cause remains unaffected.

3. Registration

3.1. By registering with Orderfox, the User concludes a Contract regarding use of the Website, to which they are granted access with the aid of the login details which they select themselves or which are assigned to them (username and password). By registering to use the Website, the User undertakes to use the Website solely in accordance with these Terms of Use.

3.2. The User is obliged to provide correct and complete User details when registering. This applies in particular to the company name, street, postcode, town/city, country, contact’s name, gender (for the forms of address Mr/Mrs/Ms), telephone number, email address and credit card details (‘User’s Details’). Orderfox is entitled to demand that the User present documents attesting to the authenticity of the User’s Details without undue delay.

3.3. The User is obliged to keep up to date all the User’s Details and all documents submitted for publication on the Website for the duration of the Contract Year and during all extension periods in accordance with these Terms of Use. This applies in particular to the User’s Details stipulated in Section 3.2. The User is able to make any necessary changes themselves using the functions made available by Orderfox on the Website.

3.4. The User assumes sole responsibility for the contents of their registration and for the User’s Details provided in this context. The User gives an assurance of the veracity of the User’s Details. The provision of false information shall result in the immediate termination of the Contract and the blocking of access to the Website.

4. Login details

4.1. The User is forbidden from disclosing their login details to any third parties. The User may disclose the login details to their employees for official and orderly business purposes insofar as the User obliges these employees to obey and observe these Terms of Use.

4.2. The User is advised to choose as secure a password as possible based on the latest technology and, in their own interests, to take all the necessary steps to protect their password from unauthorised disclosure and use.

4.3. The User is obliged to notify Orderfox without undue delay should they suspect, believe or know that their login details have been used for the unauthorised access of the website by unauthorised third parties. Should Orderfox suspect that the User’s login details have been used without authorisation, Orderfox reserves the right to then take the necessary steps and in particular to prevent the Website from being accessed with the login details in question, either temporarily or permanently. If, due to the User’s fault, third parties make unlawful use of the login details, the User is liable for any losses incurred and must reimburse them accordingly. The costs incurred as a result of such usage shall be borne by the User.

5. Information and advertising

5.1. The User shall be notified of interesting topics relating to use of the Website on a regular basis subject to the legal specifications. This shall happen in particular in the form of newsletters and tailored information letters. By registering and accepting these Terms of Use, the User consents to being sent advertising offers in, for example, a newsletter. The Orderfox customer services department can also be contacted with any questions and/or for more information. The User shall receive advertising and support information in particular by email to the email address provided as part of the User’s Details. Information regarding the use and processing of the User’s personal details can be found in the privacy policy.

6. Usage

6.1. Orderfox makes every effort to avoid use of the Website being limited or obstructed, and it being switched off, interrupted or disrupted in any other way (‘Disruptions’) insofar as this is technically possible and can be technically controlled by Orderfox. Based on the current state of communication technology, however, it is not possible for Orderfox to completely eliminate or prevent Disruptions. This applies to all content and means of transmission outside of the sphere of influence of Orderfox and, in particular, to incidences of force majeure. In the event of Disruptions for which Orderfox is liable and responsible, Orderfox’s liability is based on Section 11 of these Terms of Use.

6.2. The Website’s maintenance and further development can result in temporary Disruptions. Orderfox shall ensure that the duration and scope of any such Disruptions are restricted to a level which is reasonable for the User.

6.3. Orderfox makes use of technical protective measures to protect its systems from malware and unauthorised third-party content (such as viruses, Trojan horses, spam and other malware). This includes the use of filter systems wherever they are especially useful for the protection of telecommunication and data processing systems.

7. Invoicing, collection authorisation

7.1. The fee applicable for use of the Website for 1 (one) Contract Year (‘Annual Fee’) can be found in the price list in Appendix 1 to these Terms of Use (‘Price List’). Orderfox reserves the right to amend this Price List once per calendar year. The Price List applicable to extensions to the Contract is the Price List for the Calendar Year in which the extension is made. Subject to other indications, all prices are net, i.e. less statutory value added tax or comparable taxes.

The use of the platform is currently free of charge to all Users (Section 2.3.)

7.2. Irrespective of the date upon which the Contract is signed, the Contract Year commences on the date on which the User’s login details are activated and ends 1 (one) year after this date pursuant to Section 2. In the event of a Trial Period which is not terminated pursuant to Section 2.3, the Contract Year shall commence on the date directly following the expiry date of the Trial Period and shall end 1 (one) year after this date pursuant to Section 2. Reference is made to automatic extension pursuant to Section 2.2.

7.3. Upon registering, the User must provide their credit card details as a method of payment and must grant Orderfox authorisation to collect the fees when due by means of a credit card charge once the switch has been made from a Trial Period to a Contract Year (insofar as Orderfox has not received notification to the contrary pursuant to these Terms of Use) and/or once the login details have been activated. The User must ensure that their credit card is valid on the due date and there are sufficient funds to cover payment of the fees.

7.4. If payment collection using the credit card stipulated by the User fails or is delayed, Orderfox is authorised to block the User’s access to their account. This restriction shall be lifted immediately upon Orderfox receiving the outstanding sum.

7.5. In the event of delayed payment, Orderfox is entitled to reimbursement of any costs incurred by Orderfox due to the enforced collection of the receivable. For the duration of the delay period, interest in the amount of 8 (eight) per cent above the base rate of Switzerland’s central bank shall be charged on sums outstanding.

7.6. The User is entitled to lodge an objection to a payment within 1 (one) month of the invoice/payment collection date. Objections to payments must be justified. Should the User not lodge an objection within the time frame stipulated here in Section 7.6, the invoice/payment collection is deemed to have been accepted by the User, together with all the related legal consequences to which the User’s attention is brought in the invoice.

7.7. The User may only offset receivables which are undisputed or have been upheld by a court of law against claims on the part of Orderfox. The User is only entitled to assert the right of retention in relation to counterclaims pertaining to the same legal relationship.

8. User ads

8.1. Orderfox offers the User the opportunity to showcase themselves and their company by means of the profile provided by Orderfox. The User is authorised to create manufacturing requests and offers (‘Ads’). The User may make use of data, copy, pictures, videos, etc. to this end (‘Content’).

8.2. Orderfox accepts no responsibility for any other communication(s) and/or contracts, arrangements, understandings or obligations (‘Agreements’) exchanged or concluded by and between the Users. Irrespective of the legal basis, claims relating to Agreements reached by and between Users exist exclusively between the Users of the Agreement(s) and explicitly do not involve Orderfox and/or an Orderfox partner with regard to the Website (‘Website Partner’). The User is entitled to publish, deactivate or delete Ads on the Website at any time using the relevant functions.

8.3. Orderfox is entitled to use the Content of the Ads in accordance with the law for the purposes of analysing market and User behaviour. Reference is made in this regard to the privacy policy.

8.4. The User must ensure that they hold all the necessary rights to the Content they display or make available on the Website.

8.5. Orderfox is at liberty to block Content made available by a User if there is the suspicion that said Content is in contravention of the law or these Terms of Use or violates third-party rights. A suspicion is justified if the User is subject to regulatory, civil law or criminal law investigations with regard to the Content they have provided. Orderfox may uphold a block on the Content of such a User until such time as a suspicion has been determined to be without cause. Orderfox reserves the right to first verify the Content of such Users using publicly accessible channels before said User’s login details are activated and to reject such Content if necessary.

9. Unlawful usage, suspension

9.1. The Users may only use the Website in a manner which or for purposes which do not contravene these Terms of Use or the law as applicable or do not violate third-party rights. In this respect, the User undertakes in particular:

9.1.1. to not use the Website to publish defamatory, indecent or in any other way illegal materials or similar information;

9.1.2. to not offend, harass or defame other Users;

9.1.3. to not violate the copyrights, trademarks or industrial property rights of other Users or third parties by using the Website;

9.1.4. to not send any unsolicited circulars;

9.1.5. to send emails to other Users solely for the purpose of manufacturing requests as stipulated in Section 8.1 or to publicise manufacturing offers;

9.1.6. to not upload data to the Website containing malware or a virus;

9.1.7. to not upload data to the Website containing software which is protected by copyright and/or any other copyright-protected materials insofar as the User is not in possession of the corresponding rights or has not obtained the necessary consent from the holders of said rights;

9.1.8. to not use the Website for the trading of goods and/or services which do not comply with import/export regulations, including safety regulations.

9.2. Orderfox is at liberty to take the necessary steps in the event that the User wilfully or negligently violates these Terms of Use or the law as applicable. In the event of minor violations, these necessary steps may be no more than a warning issued by Orderfox to the User to the effect that the Terms of Use, the applicable regulations or the concept of good faith and trust or good manners have been violated. Major violations may result in the User’s Website access being suspended either temporarily or completely or in Orderfox being entitled to termination of the Contract without notice. In the event of such a suspension or termination, the User consents to remaining obliged to pay the fees for the Contract Year in full.

10. Consent to the use of metadata

10.1. In addition to its platform services, Orderfox supports users and the CNC sector with sector-relevant metadata that are intended to serve as a basis for sales management and investment-related decision-making in particular.

10.2. Metadata: In particular, metadata include information on the type of a business (e.g. manufacturer or buyer), the name and address of the company, information on representatives (e.g. managing directors), the number of employees, the types of products and services available as well as technology classification (e.g. drilling, turning, milling, ultrasonic machining), industry classification (e.g. drive and gear technology, mining, chemical technology), material classification (e.g. acrylic, stainless steel, glass ceramic) and information on order statistics (including broken down by industry, technology and material classification and workpiece size). Likewise, using Orderfox can generate metadata that show, for example, users’ interest in the aforementioned metadata.

10.3. Guarantees: Orderfox generates the metadata on the basis of publicly available data that do not represent trade or company secrets. The metadata are based on, for instance, information provided by users about their businesses as well as information provided within the context of jobs. Orderfox treats the particulars of contracts such as the contractual content of jobs (e.g. contractual partners, order volumes and prices) as confidential and does not disclose them to third parties. Likewise, Orderfox adheres to the data protection regulations when forming and using the metadata and, in this regard, also refers to its own privacy policy. The private information and contact details of the user (personal data) are not elements of the metadata unless they are also public information about the company (e.g. if the user is the managing director and makes his/her phone number or e-mail address public). Metadata based on user behaviour (e.g. how often users show interest in certain companies or services) are anonymised, i.e. aggregated values are formed from which no conclusions can be drawn as to individual users.

10.4. Declaration of consent: The user consents to the use of the information the user provides on the website to generate and use metadata for the aforementioned purposes – i.e. for the purposes of sales management, investment-related decision-making and other market research by Orderfox – and to the disclosure of the information to other users and contractual partners of Orderfox. Furthermore, the consent is granted on a non-exclusive basis; a licence to user the data is granted, not ownership, i.e. the right of the user to use his/her information is not restricted. This does not affect the statutory rights of the user to revoke his/her consent. The user declares that the information on Orderfox on which the metadata are based does not represent trade or company secrets and that the user is entitled to both publish the information on Orderfox and permit its use to generate metadata.

10.5. Furthermore, users permit Orderfox to use their information in so far as necessary for the purposes of running and developing the website.

11. Guarantee and indemnification

11.1. Insofar as is feasible in the ordinary course of business, the Users must check the services of Orderfox without undue delay and must notify Orderfox of any defects without undue delay. Notification must be given of defects without undue delay giving an understandable account of the error symptoms, if possible with evidence in the form of records in writing, screenshots or other documents illustrating the defects in writing (emails shall suffice). The User’s statutory inspection obligation and duty to give notice of defects remain unaffected.

11.2. Claims for damages are subject to the qualifications stipulated in Section 12 of these terms and conditions of business (‘Liability and damages’).

11.3. Defect claims shall not be valid in the case of a negligible deviation from the agreed or presupposed quality or in the event of only a negligible impairment of the usability of the Orderfox services in accordance with the purpose of the Contract. In particular, Orderfox explicitly accepts no liability for:

11.3.1. incorrect information from the User with regard to the User’s Details provided during registration or other data uploaded to the Website by the User or supplied by the User in any other way;

11.3.2. uninterrupted availability of the Website or possible system- or network-related outages, interruptions or malfunctions of the installations or services of the Website insofar as these are outside of the sphere of influence of Orderfox; in particular not for errors due to force majeure or the failure of communication networks and gateways;

11.3.3. minor Website malfunctions;

11.3.4. unauthorised third-party acquisition or use of the User’s personal data (for example due to unauthorised access as a result of database hacking);

11.3.5. assurances of any kind which the User makes to other Users;

11.3.6. the correctness or completeness of the User’s Details or other data uploaded to the Website by the User or supplied by the User in any other way;

11.3.7. the Users’ credit ratings;

11.3.8. the Users’ workmanship.

11.4. The limitation period for exercising defect claims is 6 (six) months.

11.5. By accepting these Terms of Use, the User agrees to indemnify Orderfox at Orderfox’s first request against all claims made and costs demanded by other Users resulting from the wilful or negligent violation of these Terms of Use or the law as applicable.

12. Liability and damages

12.1. Orderfox shall only accept liability in accordance with the following provisions of this Contract. Liability is otherwise excluded.

12.2. Orderfox is liable without limitation for damages caused wilfully or due to gross negligence by Orderfox, its legal representatives or management employees and for damages caused wilfully by other vicarious agents. Liability for the gross negligence of other vicarious agents is governed by the provisions for slight negligence stipulated below in Section 12.3 of these terms and conditions of business.

12.3. Orderfox is liable without limitation for damages relating to injury to life, body or health caused wilfully or negligently by Orderfox and its legal representatives or vicarious agents. Orderfox is liable for damages resulting from insufficiently ensured attributes up to the amount covered by the purpose of the assurance, which was discernible for Orderfox upon giving the assurance.

12.4. Orderfox is liable for product liability damages pursuant to the provisions of German, Austrian and Swiss product liability legislation or the corresponding and binding product liability legislation.

12.5. Orderfox is liable for damages due to the violation of cardinal duties by Orderfox, its legal representatives or vicarious agents. Cardinal duties are the material duties which form the basis of this Contract, which were decisive in the conclusion of the Contract and the performance of which the User can rely on. If Orderfox violates these cardinal duties due to slight negligence, its liability is limited to the reimbursement of the foreseeable and typically occurring damages (‘Typical Damages’). Typical Damages are usually limited to a specified sum and otherwise to the User’s contractual fee for the period during which the dereliction of duties occurred. In this case, Typical Damages are limited to CHF 1,000.00. This does not apply if, in individual cases, this limitation is inappropriate from an equity perspective. Typical Damages do not usually exceed five times the agreed remuneration.

12.6. Notwithstanding the liability provisions of these terms and conditions of business, Orderfox shall not be liable for the loss of data if the damages could have been prevented had the User met their data backup obligations. In any case, the User must accept contributory negligence. In the event of termination, the User is responsible for backing up their data in advance.

13. Amendments to the terms and conditions of business

13.1. Orderfox is entitled to amend these Terms of Use with effect for the future at any time while observing the following process. Orderfox shall notify the User of amendments at the latest 3 (three) weeks prior to the planned effectiveness date. The User may lodge an objection to the amendments within 3 (three) weeks of receipt of said notification. If no objection is lodged with Orderfox by the User or if the User explicitly accepts the amendments, the amendments shall come into force on the stipulated effectiveness date. Should the User lodge an objection in good time, Orderfox may choose to continue the Contract with the terms and conditions as they stand or, upon receiving an objection, may terminate the Contract while observing a period of notice of 1 (one) month to the end of a calendar month. When notifying the User of the proposed amendments, Orderfox must also make the User aware of their right to lodge an objection, of the period of notice to be observed, of the consequences of an objection and of the consequences of allowing the period of notice for objections to pass.

14. Place of jurisdiction and applicable law

14.1. The legal relations between the contractual partners are subject exclusively to the laws of the Principality of Liechtenstein – under exclusion of supranational law and international and supranational referral law which does not make reference itself to the substantive law of the Principality of Liechtenstein. Agreement to the applicable law shall also apply if the User’s place of business and/or domicile is located abroad.

14.2. The place of fulfilment is Orderfox’s place of business in Ruggell, Liechtenstein. The exclusive place of jurisdiction for all disputes relating to or in conjunction with the contractual relationship is Orderfox’s place of business in Ruggell, Liechtenstein. Orderfox reserves the right to assert its claims at the User’s place of legal jurisdiction.

14.3. The User may only transfer claims against Orderfox relating to this Contract to third parties subject to Orderfox’s approval in writing.

14.4. Should one or more provisions of these terms and conditions of business or of the Contract upon which they are based be or become void, this shall not affect the validity of the remaining provisions. Rather, in accordance with the supplementary interpretation of contracts, the void provision(s) shall be replaced by an arrangement which most closely approximates the commercial purpose pursued by the contractual partners with the void provision(s). The same shall apply to the bridging of any legal gaps.