Phoenix Contact India Pvt. Ltd.

GENERAL TERMS AND CONDITIONS FOR THE PROTIQ MARKETPLACE

Welcome to the PROTIQ Marketplace. The PROTIQ Marketplace is a digital platform for standardised or individual 3D print products. On the PROTIQ Marketplace, customers can cre-ate 3D print products with PROTIQ or a Marketplace dealer, as well as issue orders for related services with PROTIQ (e.g. CAD formatting, CAD data/compliance checks). Dealers can use the PROTIQ Marketplace to create 3D print products for customers. 

We feel it is particularly important for you, as a customer or dealer, to know what the terms and conditions are for using the PROTIQ Marketplace. So, in these General Terms and Conditions for the PROTIQ Marketplace (“GTC”) we have listed the rules of use for users, customers and dealers of the PROTIQ Marketplace (I. GENERAL CONDITIONS) and which special rules ap-ply only for customers (II. SPECIAL CONDITIONS FOR CUSTOMERS) and which only for dealers (III. SPECIAL CONDITIONS FOR DEALERS) on the PROTIQ Marketplace. 

I.    GENERAL CONDITIONS

1.    Scope

1.1. The PROTIQ Marketplace is operated by PROTIQ GmbH, Flachsmarktstraße 54, 32825 Blomberg, Germany (“PROTIQ”).

1.2. These General Terms and Conditions (“GTC”) govern the use of the PROTIQ Market-place for users, customers, and dealers (I. General Conditions). These GTC also govern the contractual relationships between customer and PROTIQ (II. Special Conditions for Customers) as well as between dealers and PROTIQ (III. Special Conditions for Deal-ers). These GTC apply exclusively in this context. No differing or contrary terms and conditions shall apply, even if these are not expressly rejected by PROTIQ.

1.3. However, these GTC do not govern, in particular, any contractual relationships between customers and dealers. In this context, the dealer’s own GTC may apply. These would be outside the control of PROTIQ.  

2. Basic rules of use  

2.1. PROTIQ provides the PROTIQ Marketplace, as well as the associated features, at its sole discretion and renders its own services as described in each case. However, users, customers, and dealers are personally obligated to meet the minimum (software) tech-nical requirements for the use of the PROTIQ Marketplace. 

2.2. PROTIQ complies with the applicable legal regulations in the operation of the PROTIQ Marketplace and expects the same from users, customers and dealers. Each user, cus-tomer and dealer has an obligation to and sole responsibility for compliance with the le-gal provisions applicable to it. In particular however, users, customers, and dealers are prohibited from 

(i) infringing the rights of third parties (e.g. intellectual property rights, copyrights or privacy rights),

(ii) any actions which are unlawful, misleading, malicious, discriminatory, pornograph-ic, sexist, threatening, abusive, defamatory, obscene, defamatory, ethically offen-sive, violent, harassing, inappropriate for minors, racist, immoral, inciting to racial hatred, xenophobic or otherwise despicable and reprehensible, or

(iii) inserting viruses, worms, Trojan horses or other malicious malware which can harm or adversely affect the functionality of the PROTIQ Marketplace. In the event of violations of these GTC or applicable legal provisions, PROTIQ can at any time and at its sole discretion, exclude users, customers and dealers temporarily or permanently, in part or in full, as well as delete corresponding content, without pri-or notice or stating the reasons. 

2.3. PROTIQ will treat uses by users, customers, and dealers, as well as any content trans-mitted,

(i) as confidential,

(ii) not disclose same to unauthorised third parties,

(iii) use these exclusively for the purpose of any contract processing and not, in partic-ular, for creating products for third parties, 

(iv) nor make these uses the subject of intellectual property rights and expects users, customers, and dealers to do the same. 

Each user, customer and dealer is to equal extent also obligated and personally respon-sible for this.

2.4. PROTIQ endeavours to keep the PROTIQ Marketplace as well as the associated func-tions, error-free and permanently available as far as possible. However, from the tech-nical viewpoint this is not possible. PROTIQ therefore gives no guarantee of any error-free provision or specific level of availability. In particular, it is possible that access may be restricted temporarily or permanently, in part or in full. There is also no entitlement for the PROTIQ Marketplace or associated functions to be permanently preserved; in partic-ular, these can be adapted, changed or discontinued at any time.

3. Copyrights and intellectual property rights

3.1. PROTIQ is the owner of the existing copyrights and intellectual property rights to its pro-prietary products and also expressly reserves the right to all potential rights (usage and exploitation) to its proprietary products. In particular, users, customers or dealers are not permitted to use, exploit or establish their own copyrights or intellectual property rights to such products, over and beyond the use in accordance with the provisions of these GTC, providing they are not entitled to this under a mandatory statutory provision. 

3.2. Insofar as dealers themselves incorporate content on the PROTIQ Marketplace which can be protected by copyright (e.g. as dealers in providing proprietary products), they grant the respective contractual partner a simple and free right to use such content, re-stricted to the performance of the contract. Insofar as this is required for the performance of the contract, the contractual partner can to this end, amongst other things, host, save, reproduce or distribute such content, edit or disclose it to third parties. 

3.3. PROTIQ undertakes to treat the uploaded CAD files of the customer as confidential, not make them accessible to third parties and protect them with the same diligence as its own confidential information against unauthorized access. PROTIQ shall use CAD files of the customer only for the purposes of the respective agreement with the customer and especially not for the manufacture of products for third party customers. Third parties within the meaning of this confidentiality obligation are not such employees, sub-contractors, consultants, performing and vicarious agents of PROTIQ (and/or their sub-contractors) who are deployed for the provision of services or other agreement pro-cessing and subject to professional secrecy or committed to confidentiality.

3.4. Users, customers, and dealers are personally responsible for being authorised to grant the rights described above. PROTIQ is not obligated in particular to check the authorisa-tion of users, customers or dealers. In the event of a breach of the above rights, users, customers, and dealers shall indemnify PROTIQ against all legitimate claims of third par-ties.

3.5. Moreover, PROTIQ reserves the right to take appropriate measures itself in defence of such claims, as well as to assert claims against the infringing user, customer or dealer for any damage/losses plus reasonable expenses incurred in this context, as well to as-sert other claims. 

4. Data protection 

4.1. Within the framework of the implementation of the respective contract, PROTIQ pro-cesses personal data relating to the customer and the dealer or the employees respec-tively involved in processing the contract (e.g. name, contact details, other personal data for the performance of the contract). This personal data will fundamentally only be pro-cessed through PROTIQ. A written undertaking is obtained from all PROTIQ employees to treat personal data as confidential and they will process this data exclusively in ac-cordance with the applicable data protection laws.

4.2. Notwithstanding the provision in the paragraph above, PROTIQ is however entitled, if necessary, to also forward this data to third parties, such as dealers or other service pro-viders, in order to render contractual services, for example processing in connection with the performance of the contract. When disclosing personal data to third parties, PROTIQ will confine itself to the information which is essential for rendering the relevant services. PROTIQ will obtain an undertaking from the relevant third party to use this data exclu-sively for rendering the requested service.

4.3. Within the framework of the business relationship or initiation of a business relationship, PROTIQ reserves the right to obtain information on a customer. The results of the infor-mation gathered will be processed exclusively by the personnel referred to in the preced-ing paragraphs. 

4.4. Insofar as the customer or dealer receives personal information from PROTIQ or the provider, this party will also be obligated to comply with the relevant data protection regu-lations. Personal data, knowledge of which comes to the attention of the customer or dealer, will be processed exclusively for the processing of the respective contractual re-lationship and may not be forwarded to third parties for other than the aforementioned purposes, nor sold nor made available in any other form.

4.5. Moreover, the associated data protection provisions apply for the use of the PROTIQ Marketplace. 

5. Other provisions

5.1. Any declaration in the context of contractual relationships under these GTC must be is-sued in text form or writing. 

5.2. PROTIQ is entitled at any time to transfer its own rights and obligations arising from con-tractual relationships under these GTC, in full or in part, to a third party duly suited for the continuation of the business. Customers and dealers will be notified of the transfer no later than four weeks prior to the effective date. In this case, customers and dealers shall be entitled to terminate the contractual relationship as at the effective date of the trans-fer. 

5.3. PROTIQ reserves the right to change these GTC at any time, providing this does not lead to a redesign of the contract structure. PROTIQ is also entitled to amend or sup-plement these GTC insofar as this is necessary to remedy difficulties in the execution of contractual relationships or as the result of any contractual loopholes. Customers and dealers will be notified of the amended provisions no later than four weeks prior to their effective date. The changes shall be deemed to have been accepted unless the custom-er or dealer issues an objection to these within a period of four weeks after receipt of the notification of the change. In the notification of the change PROTIQ will make special reference to the option to object to the change and to the importance of the four week period. However, the changes will be deemed to have been rejected if the customer or dealer exercises their right of objection. The GTC shall then continue to apply in their ex-isting form, without affecting the right to termination of contract.

5.4. These GTC are fundamentally subject to the law of the Federal Republic of Germany, to the  exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG), whereby, in deviation with regard to consumers, in the event of mandato-ry provisions under consumer law, the place of domicile of the consumer may be appli-cable. 

5.5. Insofar as the customer or dealer is a merchant within the meaning of the Commercial Code, a legal entity under public law or special fund under public law, or has no general place of jurisdiction in the Federal Republic of Germany or another Member State of the European Union or, after conclusion of the contract relocates its place of domicile or ha-bitual residence away from the domestic country, or if its registered office or habitual res-idence at the time of the legal action is unknown, the exclusive place of jurisdiction for all disputes arising in connection with contractual relationships is at the headquarters of PROTIQ. The place of jurisdiction for consumers is the consumer’s respective place of domicile. 

5.6. Should individual provisions of these GTC be or become invalid, in part or in whole, this will not affect the validity of the remaining provisions. The invalid provisions will be re-placed by the respectively applicable statutory provisions. Insofar as far as there is no statutory provision as the result of a loophole in the contract, or if such a provision would not create a viable outcome, the parties will negotiate a valid provision which most close-ly reflects the intended purpose. 

5.7. Information on dispute resolution proceedings and online dispute resolution:  We are neither willing nor obligated to participate in dispute resolution proceedings before a consumer arbitration body. However, the European Commission does provide a platform for the online resolution of disputes on consumer-related matters (OS platform)  http://ec.europa.eu/consumers/odr.

Information on dispute settlements procedures before a dispute settlement body for consumers: 

We are neither obliged nor willing to participate in a dispute settlement procedure before a dispute settlement body for consumers in order to settle disputes with consumers. 

Our email address is info@protiq.com.

II. SPECIAL CONDITIONS FOR CUSTOMERS

1. Conclusion of contract

1.1. Information on products on the PROTIQ Marketplace is subject to change and non-binding and does not constitute an offer. 

1.2. Only the customer order constitutes an offer. For the order, the customer must create a customer account on the PROTIQ Marketplace, select a product, execute the respective steps defined in the order process and click on the Order button. Until the Order button is clicked, the customer can modify its selection and entries at any time. Once the Order button has been clicked, the customer’s order is binding on the respectively specified contract partner (PROTIQ or dealer). Insofar as individual products require certain cus-tomer features, they are only authorised to submit an offer if they meet the requirements and can provide proof of this to the specified contractual partner (PROTIQ or dealer) at any time on first request.

1.3. Once the order has been submitted, the customer receives an automatic email from the PROTIQ Marketplace, confirming the order. This automatic email order confirmation does still not constitute acceptance of the customer’s offer nor of the conclusion of a con-tract. 

1.4. A contract is only concluded once the respective contractual partner (PROTIQ or dealer) sends confirmation of acceptance to the customer by email (order confirmation or con-firmation of acceptance) or by other means (e.g. by delivery of the product). 

1.5. Insofar as the customer concludes a contract with PROTIQ, the order confirmation email can also constitute acceptance. PROTIQ is also entitled to render partial deliveries and partial performance to a reasonable extent and further reserves the right to have con-tracts executed or performed wholly or in part by third parties (e.g. sub-contractors).  

1.6. The customer is obligated to provide full and accurate information, to meet its corre-sponding obligations arising from the conclusion of the contract and gives an assurance that it is entitled to conclude the relevant contract and meet the associated payment obli-gation. It is further obligated not to disclose the login data for its account to unauthorised third parties and to take state-of-the-art measures to ensure this data is adequately pro-tected from unauthorised access by third parties. 

2. Payment and delivery terms and conditions

2.1. The prices specified in each case, plus shipping and delivery costs (errors and omissions excepted) shall apply. 

2.2. Products can only be shipped or delivered. Self-collection is not permitted unless ex-pressly agreed otherwise. 

2.3. Payments can be made using the payment methods offered in each case, whereby cer-tain types of payment can be excluded in the individual case (when using PayPal, pay-ment is made in the ordering process itself in accordance with the additional PayPal terms; when paying by credit card, the designated credit card is debited on conclusion of the contract; when paying by SEPA direct debit, the designated account is debited on conclusion of the contract; for payment on invoice, the payment must be made in ac-cordance with the terms stated on the invoice, whereby payment on invoice can be sub-ject to a credit check in the individual case; for payment in advance, payment is to be made to the bank account specified on conclusion of the contract). 

2.4. Insofar as the customer signs a contract with PROTIQ, payments are only deemed to have been made once the payment amount is available to PROTIQ. The customer must bear any additional costs for which it is responsible (e.g. if a payment cannot be collect-ed). Offsetting is not permitted unless the counter-claim is undisputed or legally enforce-able. PROTIQ retains ownership of products until payment in full is made. 

2.5. The customer is obligated to inspect products for obvious defects immediately after de-livery and to report these to the contracting party specified in each case (PROTIQ or dealer) within 14 days.  

3. Right of revocation for consumers

Insofar as the customer is a consumer, they have the right of cancellation in accordance with the following provisions. 

Cancellation policy

Cancellation right 

You have the right to cancel this contract within 14 days without giving any reasons.

The cancellation period is fourteen days from the date on which you or a third party nominated by you, who is not the carrier, have/has taken possession of the goods.

In order to exercise your right of cancellation you must inform us (PROTIQ GmbH, Flachs-marktstraße 54, 32825 Blomberg, Germany, Telephone: +49 (0)5235 34 38 00, Telefax: +49 (0)5235 34 41 154, Email: info@protiq.com) of your decision to cancel this contract by issuing a clear declaration (e.g. a letter sent by post, telefax or email). You can use the attached sample cancellation form, although this is not a stipulated requirement. 

To comply with the cancellation period it is sufficient for the notification on exercising the right of withdrawal to be sent before expiry of the cancellation period.

Consequences of the cancellation

If you cancel this contract, we are required to refund you all payments that we have received from you, including the delivery costs (with the exception of the additional costs resulting from the fact that you have chosen a different form of delivery to the most economic standard deliv-ery offered by us), without delay and no later than within fourteen days from the date on which we receive your notification of the cancellation of this contract. We use the same means of payment for this refund that you used in the original transaction, unless expressly agreed oth-erwise with you; on no account will you be charged a fee for this refund. We can refuse the refund until the goods have been returned to us or until you have demonstrated that you have returned the goods, depending on which date is the earlier. 

You must return or hand over the goods to us without delay and in any event no later than four-teen days after the date on which you inform us of the cancellation of this contract. The dead-line is met if you send the goods before expiration of the fourteen day period.

You will meet the direct costs for returning the goods. You only have to pay for any loss in val-ue of the goods if this loss in value is attributable to handling which was not necessary for test-ing the condition, properties, and functioning of the goods.

Sample cancellation form

(If you want to cancel the contract, please complete and return this form.)

To: PROTIQ GmbH, Flachsmarktstraße 54, 32825 Blomberg, Germany, Telephone: +49 (0)5235 34 38 00, Telefax: +49 (0)5235 34 41 154, Email: info@protiq.com:

I/we (*) herewith cancel the contract concluded by me/us (*) for the purchase of the following  

Goods (*)/rendering of the following service (*)

Ordered on (*)/received on (*) 

Name of the consumer(s) 

Address of the consumer(s) 

Signature of the consumer(s) (only for notification in writing) 

Date 

(*) delete what is not applicable

Special information

The right of cancellation does not apply in contracts for the supply of goods which are not pre-fabricated and for the manufacture of which an individual choice or specification by the con-sumer is crucial, or if these are clearly tailored to the personal needs of the consumer.

There is also no right of cancellation for customers who are not consumers. Consumers are natural persons who conclude a legal transaction for purposes which cannot be predominantly attributed either to their commercial activity or activity as a self-employed person. 

4. Warranty and liability

4.1. PROTIQ guarantees that the products essentially meet the designated specifications. However, PROTIQ does not guarantee that the products are suitable for meeting the customer’s requirements or for unspecified purposes. Moreover, the statutory warranty provisions apply. 

4.2. PROTIQ shall only be liable for wilful intent or gross negligence. In the event of minor negligence, the liability is limited to the foreseeable loss typical for this type of contract insofar as this is not a purely pecuniary loss and not the result of an injury to life or limb, or impairment of health. This limitation of liability also applies to the personal liability of employees, representatives, and vicarious agents of PROTIQ. Moreover, the statutory li-ability provisions apply. 

III. SPECIAL CONDITIONS FOR DEALERS 

1. Registration (dealer account)

1.1. After registration on the PROTIQ Marketplace, dealers can independently create 3D print products for customers for their own account and under their own responsibility. 

1.2. Registration as a dealer is only open to legal entities (e.g. merchants, companies) which have the required expertise in the creation of 3D print products and, where appropriate, meet additional requirements (e.g. technical) and are able to provide evidence of this to PROTIQ.  PROTIQ is free to assess the required competence at its sole discretion, as well as to specify any further conditions. 

1.3. To register, a dealer must create a dealer account, carry out each step in the registration process and click the Registration button. Until the Registration button is clicked, the dealer can modify its entries at any time. After clicking the Registration button customer’s registration with PROTIQ is binding. 

1.4. The trader is only registered when PROTIQ activates the dealer for the PROTIQ Market-place and the associated dealer functions. The decision to activate the dealer is at the sole discretion of PROTIQ. In particular there is no entitlement to registration as a dealer, as such PROTIQ can activate dealers at its sole discretion. 

1.5. The dealer is obligated to provide full and accurate information, to meet its correspond-ing obligations arising from the registration as a dealer and gives an assurance that it is entitled to conclude the relevant contract and meet the associated payment obligation. It is further obligated not to disclose the login data for its dealer account to unauthorised third parties and to take state-of-the-art measures to ensure this data is adequately pro-tected from unauthorised access by third parties. 

1.6. The dealer is also obligated to personally render the services offered as binding on the PROTIQ Marketplace, as well as within the PROTIQ Marketplace, to fulfil its own data and information obligations accurately and in full, to also offer the payment and delivery methods offered on the PROTIQ Marketplace, as well as to comply with the applicable statutory provisions.

1.7. Insofar as the dealer applies its own general terms and conditions (or similar) for the processing of contractual relationships with customers, these may not contradict nor con-flict with the provisions of these GTC. PROTIQ is under no obligation to verify or monitor the dealer’s above-mentioned obligations. 

2. Duration and conditions of payment for the dealer account 

2.1. The registration and activation of a dealer account is subject to a minimum duration of twelve months. The duration of the dealer account is extended by a further twelve months respectively if it is not terminated by PROTIQ or the dealer, giving the due notice of three months to the end of the respective term. This does not affect the statutory grounds for termination for serious due cause. 

2.2. A fee is also payable for registration as a dealer. The payment obligation entails a monthly dealer fee plus sales commission which is billed to the dealer by PROTIQ on a monthly basis. The sales commission is calculated on the basis of the respective total amount which a customer is required to pay the dealer within the context of the execu-tion of a contract. The total price also includes packaging, shipping, and other costs (e.g. insurance). The amount of the monthly dealer fee, as well as the sales commission, is governed by the agreement concluded separately between PROTIQ and the dealer. PROTIQ is entitled to adjust the agreed monthly dealer fee on each extension of the term of the dealer account. If the adjustment of the agreed monthly dealer fee entails an increase of more than 25%, the dealer is entitled to terminate the dealer account within a period of one month after the increase. If the dealer does not give notice of termination within a period of one month after the increase, the increase in the monthly dealer fee is agreed for the extended period. 

3. Warranty and liability

3.1. PROTIQ guarantees that the products essentially meet the designated specifications. However, PROTIQ does not guarantee that the products are suitable for meeting the customer’s requirements or for unspecified purposes. Moreover, the statutory warranty provisions apply. 

3.2. PROTIQ shall only be liable for wilful intent or gross negligence. In the event of minor negligence, the liability is limited to the foreseeable loss typical for this type of contract insofar as this is not a purely pecuniary loss and not the result of an injury to life or limb, or impairment of health. This limitation of liability also applies to the personal liability of employees, representatives, and vicarious agents of PROTIQ. Moreover, the statutory li-ability provisions apply. 

Status – November 2017