Terms and Conditions

§ 1 Scope of these General Terms & Conditions

1. The provided General Terms & Conditions (hereinafter referred to as "GTC") pertain to the legal relationship between transact.digital GmbH, Neue Rothofstrasse 13-19, 60313 Frankfurt am Main, Germany, e-mail: info@transact.digital (hereinafter referred to as "transact.digital") and its clients such as natural persons, legal entities, or partnerships (hereinafter referred to as "Users") utilizing the website or similar services such as the transact.profiler (hereinafter jointly referred to as the "Solution"). These terms encompass the extent of transact.digital's offerings, including websites, applications, or related services, and are applicable to all Users, insofar as they are entrepreneurs within the meaning of Section 14 of the German Civil Code (hereinafter referred to as "BGB"), merchants, legal entities under public law, or special funds under public law.
2. By using the Solution, the User declares to agree to the application of these GTC and this fact can be recorded by confirming with the corresponding button during the registration process. The User therefore accepts the application of the GTC of transact.digital within the legal relationship between the User and transact.digital concerning the use of the Solution. Use of the Solution will not be permitted if the User refuses the GTC. The User can read the GTC via the respective Solution.
3. These GTC apply exclusively; conflicting or deviating general terms and conditions of the User shall not apply; this shall only not apply if transact.digital expressly agrees to their validity in writing (Section 126 BGB). This express written consent requirement shall also apply if transact.digital performs without reservation or accepts a service from the User without reservation in the knowledge of deviating or supplementary terms and conditions of the user. Section 305b BGB remains unaffected.

§ 2 Enrollment and eligible parties

1. The utilization of the Solution's services may necessitate verification on an individual basis during the registration process.
2. Upon registration, it is mandatory for a Solution User to specify their User group affiliation and confirm this by furnishing the requisite information as prompted. transact.digital retains the prerogative to reject any registration application and to evaluate and adjust the allocation to a specific User group. Furthermore, transact.digital maintains the right to modify the count and nomenclature of User groups.
3. During the registration procedure, all data solicited from the User must be accurate, truthful, and comprehensive. Any registration of a legal person or a company must be made by a natural person authorized to represent this entity or company. Throughout the course of the legal relationship, the User commits to keeping the information provided to transact.digital during registration constantly up-to-date and informing transact.digital promptly of any modifications through via the applicable solution interface.
4. transact.digital reserves the authority to request satisfactory documentation from the User as substantiation for the provided data, either during or subsequent to the registration process on the Solution. In the event of non-provision of the requested evidence or doubts regarding the precision of User-supplied information, transact.digital reserves the right to eliminate the corresponding subscription and discontinue supplementary services.

§ 3 Purpose and scope of use of the solution

1. The Solution refers to specific “Information” that includes all products, services, software, publications, reports, documentation, white papers, and all research results, analyses, forecasts, evaluations, opinions, models, securities designations, methods, and data provided by transact.digital under these GTC. “Information” also includes the content of all communications from transact.digital employees relating to the Information. Information, as well as the structure, organization, and search and extraction mechanisms of the Information, are the property of transact.digital and/or third parties from whom transact.digital licenses the data (“Licensors”) incorporated into the Information. The Information may be protected by copyright, patent, trademark law, trade secret law, database law, and other laws protecting intellectual property and is provided solely for the User's internal use. Unless expressly permitted in these GTC or in writing by transact.digital, no part of the Information may be copied, reproduced, repackaged, forwarded, sold, transferred, redistributed, rented, sublicensed, modified, or used for any purpose whatsoever, in any form or by any means, by the User or any other person or organization. The User shall take all reasonable measures to prevent unauthorized use, unauthorized access, unauthorized reproduction, or unauthorized disclosure of the information.
2. The use of services provided by the Solution requires a valid license and corresponding payment of fees. There might be individual areas of the Solution that are free of charge.
3. The User is advised that: (i) the ratings, estimates, forecasts, and/or other opinions contained in the Information are to be understood solely as expressions of opinion and not as statements of fact, investment advice, or recommendations to buy, hold, or sell securities; (ii) each rating, estimate, forecast or other opinion should be considered only as one factor in any investment decision; (iii) he will exercise due care in making his own assessment of each M&A transaction and investment, each credit rating, each sale and purchase, each security and each issuer and guarantor and each credit guarantor for each security he considers purchasing, holding or selling; (iv) transact.digital does not act as a financial advisor to the User; (v) no Information (whether oral or written), statements or other communications from transact.digital or any of its employees, representatives or agents constitute a representation or warranty or the provision of investment advice; and (vi) he will not use the name of transact.digital or the Solution to express or imply any endorsement or recommendation by transact.digital of any investment, security, loan or other instrument or of any activities carried out or undertaken by the User using the Solution of transact.digital. The Solution is intended for experienced institutional investors, investment bankers, analysts, sales representatives, and purchasers, and it would be irresponsible for private investors to make investment decisions based on the Information provided. In case of doubt, the User should consult their financial advisor or other professional advisor.
4. The Information is provided “as is” without any warranty of any kind. transact.digital makes no representation or warranty, express or implied, with respect to the Information, including, but not limited to: (i) any warranty as to the accuracy, currency, completeness, or results to be obtained from the use of the information; (ii) the marketability of the information and its suitability for a particular purpose, even if transact.digital has been advised of a particular purpose.
5. The User agrees that the Information may contain third-party materials provided by Licensors and that transact.digital relies on the Licensors in this regard when providing this Information to the user. Accordingly, transact.digital's obligation to provide this Information is subject in all respects to the timely delivery of the relevant materials by these Licensors. The User agrees that the availability of such third-party materials will automatically terminate without liability on the part of transact.digital or the Licensors if transact.digital is denied access to the materials for any reason. The User further agrees to comply with any additional terms or restrictions regarding the use of third-party materials that the respective licensor and/or transact.digital may otherwise specify by posting a notice within the Solution. transact.digital may, from time to time and at its sole discretion, supplement, replace, or terminate its Licensors or parts of the Information or its functionality, or replace the Information with successor products in the normal course of business. If such additional terms or restrictions or such addition, replacement or termination of a Licensor or Information, in the reasonable opinion of the User, materially impair the functionality or operation of the Solution and the receipt of the Information, the User may terminate the agreement with respect to the affected Information and shall be entitled to a refund of all fees paid in advance to transact.digital for the affected Information for the period after the effective date of termination. The User agrees that the third-party materials: (i) may only be used for the User's internal use in connection with its use of the Solution; and (ii) may not be used to create a data file or to develop, test, correct, or complete any other database (including, without limitation, a security master database).
6. If the User has entered into a separate agreement with a Licensor regarding the use of materials provided by that Licensor, the User's use of such materials shall be governed by the terms of the separate agreement for as long as it remains in effect, and nothing in this agreement shall limit or impair the User's rights under the separate agreement.
7. If applicable, the User may obtain the Information from a third-party distributor authorized by transact.digital. If the User obtains the Information from a third-party distributor, the receipt and use of the Information shall be subject to the terms and conditions of these GTC. The User's right to continue to receive the Information provided by transact.digital via such a third-party distributor shall expire if the User terminates its agreement with this third-party distributor for any reason or if this third-party distributor ceases to distribute the information. In this case, transact.digital will continue to grant the User access to the Information about its direct distribution methods during the term of the respective contract with transact.digital.
8. The above exclusions of liability shall not apply insofar as the liability of transact.digital is not limited under Section 13 of these GTC.

§ 4 Service levels; troubleshooting

1. transact.digital will use commercially reasonable efforts to make the Solution available with a monthly uptime percentage of at least 99.5% at the point of delivery. The point of delivery is the router output of the data center in which the Solution is hosted.
2. Availability is defined as the ability of the User to use all main functions of the Solution. Maintenance times and times of disruption in compliance with the repair time are considered times of availability of the Solution. Times of insignificant disruptions are not taken into account when calculating availability. The measuring instruments in the data center at the point of delivery are decisive for proving availability.
3. The User must report malfunctions to transact.digital immediately, at least in text form. Malfunction reporting and rectification is guaranteed Monday to Friday (excluding national holidays) between 9:00 a.m. and 5:30 p.m. (service hours).
4. Serious disruptions (the use of the Solution as a whole or a main function of the Solution is not possible) will be remedied by transact.digital even outside service hours within 2 hours of receipt of the disruption report, provided that the report is made during service hours (remedial time). If it is foreseeable that the fault cannot be rectified within this period, transact.digital will inform the User immediately and notify them of the expected delay.
5. Other significant disruptions (main or secondary functions of the Solution are disrupted but can still be used; or other disruptions that are not merely insignificant) will be remedied within 12 hours during service hours (remedial time).
6. The remedial of insignificant disruptions is at the discretion of transact.digital.

§ 5 Enrollment and use of protected pages and services

1. Certain areas of the Solution may be protected from access. Access to these spaces is limited to transact.digital approved Registered Users. There is no right to register with transact.digital. In particular, transact.digital reserves the right to make areas of the Solution that were previously free to access subject to registration and approval. transact.digital may revoke access or use at any time without giving reason , but in the case of paid contracts only if there is an important reason that would also justify termination, by blocking access data, especially if the User
   • has provided false information during registration.
   • has failed to comply with the conditions of use or obligations regarding the processing of access data.
   • has violated applicable law by accessing or using the Solution.
   • or is no longer recognized by transact.digital as an official partner or is no longer active for transact.digital.
   • or has not used the Solution for a long time, i.e., 12 months;
   • or is in default with a due and enforceable payment.
2. The User shall ensure that the User data is not accessible to any third party and the User shall be responsible for all activities performed in connection with such User data. In particular, the User shall be liable for any abuse of the Solution services or any violations of relevant laws by third parties in the event of the disclosure or provision of the User's data or if the User is responsible for this for other reasons. If the User becomes aware that a third party is abusing the User's data, he must immediately notify transact.digital in writing. Upon receipt of this notice, transact.digital will block access to the password protected area with this User data. This blocking can only be removed after the User has specifically requested this from transact.digital or after a new registration.

§ 6 Right to use; right of withdrawal

1. Use of any information, software or materials available on the Solution is subject to these GTC as amended from time to time. Any separately agreed terms and conditions (licenses) will prevail over these GTC.
2. transact.digital grants the User a non-exclusive, non-transferable, non-sublicensable, limited right to use information, software, services, functions, content and materials made available on the Solution for the term of this contract and for the scope and purpose agreed upon between the parties or, unless otherwise agreed, consistent with the purpose that transact.digital pursues. transact.digital reserves the right to unilaterally revoke any right of use if, in transact.digital's opinion, the requirements of transact.digital are violated. transact.digital will take the legitimate interests of the User into account in a reasonable manner.
3. The Service is provided as software-as-a-service via web browser access only. No software, source code, or proprietary technology is distributed to or installed at customer premises. In case of custom development for the client, the software is provided in machine readable form only. No source code disclosure. Insofar as any license conditions of open-source software take precedence over these GTC and stipulate the disclosure of a source code, transact.digital shall make the source code available in return for the reimbursement of costs.
4. Except as permitted by mandatory provisions of law, the User may not modify, reverse engineer or decompile the software or its documentation, or delete any part thereof.
5. Information, software and materials are protected by applicable copyright laws as well as intellectual property laws. Users must comply with such laws and, in particular, may not remove any alphanumeric identifiers, trademarks, or copyright notices from the information, software, documents, or any copies thereof.
6. Hereby, transact.digital advises that any copying, modification, distribution or storage of text, portions of text, images, photographs or other photographic and video materials beyond simple browsing or caching of such content by the User for his own purposes requires the prior express consent of transact.digital and/or the respective partners of the relevant transact.digital Solution.
7. The applicable provisions of copyright law regarding the protection of software are not affected.

§ 7 Obligations related to use

1. While engaging with the Solution, the User shall refrain from, in particular:
   • inflicting harm upon any individual or other Solution Users, and refraining from violating related privacy rights.
   • violating public moral standards, infringing upon applicable laws, or violating stipulated usage requirements.
   • transmitting or conveying content containing viruses or any other form of programming that may cause software damage.
   • entering, storing, or transmitting content and links without proper authorization, particularly if such content and links contravene confidentiality obligations or legality.
   • disseminating unsolicited emails or advertisements, false virus alerts, malfunctions, or similar misrepresentations, or encouraging involvement in lotteries, pyramid schemes, chain letters, snowball systems, or similar endeavors.
   • employing any means to hinder or impede others' use of the Solution, or through actions causing harm or potential liability to transact.digital, its Users, or any other parties.
   • utilizing the Solution in a manner that could disable, overload, impair, or damage the Solution itself or its utilization by third parties.
2. At any given moment, transact.digital reserves the right to restrict access to the Solution and disallow participation in supplementary services, particularly if the User violates its responsibilities as outlined within these GTC.
3. In situations where the User neglects to fulfill its obligations and commitments as per these GTC, the User is obligated to indemnify transact.digital upon initial request against any claims asserted by third parties against transact.digital, irrespective of their legal basis, nature, or monetary value.

§ 8 Intellectual property

1. Unless stated differently in § 6 of these GTC, the information, trademarks, and all other content within the Solution must not be altered, duplicated, replicated, sold, leased, or in any way utilized or shared with third parties, or exploited in any manner without prior written consent from transact.digital.
2. Apart from the explicitly granted right of use and other rights mentioned herein, the User is not authorized to confer any other forms of rights, especially concerning company names or any proprietary rights within specific industries such as patents, utility models, or trademarks. transact.digital is under no obligation to grant such rights.

§ 9 Duration of use, termination and blocking of relationships

1. Unless otherwise agreed, this contract is concluded for an indefinite period.
2. At any point in time, transact.digital retains the authority to cease the entire Solution.
3. Either party may terminate the legal relationship with three months’ notice to the end of the respective term of the related contract in written form to support@transact.digital. Extraordinary termination rights remain unaffected. An extraordinary termination is particularly justified if the User violates the provisions of § 6 or § 7 or if one of the cases specified in § 5 No. 1 applies.
4. If the relationship is terminated by either party, transact.digital reserves the right to block the User's access to the registered area of the Solution when the termination becomes effective. User data and other stored personal data of the User will be deleted by transact.digital as soon as they are no longer needed. Additional services provided by transact.digital will end upon termination.
5. In the event transact.digital terminates the authorization for use, the User must cease all activities authorized by this GTC, including the use of all services, and the User must delete all Solutions and stop access by all devices they own and delete all copies immediately.
6. These GTC will continue to apply to the handling of the legal relationship after termination.

§ 10 Export regulations

Transfers of information, software or documents may be subject to applicable export control laws, in particular the laws of a respective country, the European Union or EU member states or the United States, due to its nature, intended use or final destination. The User guarantees that it will comply with all applicable export control regulations.

§ 11 Citations and Hyperlinks

In the Solution, references and hyperlinks to third-party websites might exist. transact.digital is not liable for the content on these websites. Note that transact.digital doesn't endorse these websites' content. This is because transact.digital lacks control over linked information and isn't responsible for linked sites' accuracy. If the Solution uses third-party content, it will clearly indicate and disclose the parties involved. Any interaction with linked websites is at the User's own risk.

§ 12 Content rights and data protection

1. Users of the Solution keep full rights to the content they upload to the Solution. Upon submitting content, Users grant transact.digital the necessary permissions for content processing and management. The User is obliged to secure permissions from relevant third parties if applicable.
2. transact.digital is granted the right to analyze, copy, rate, review and use content for improvement and further development of its Solution and other services. Data from User interactions can also be utilized for these purposes. The User affirms and guarantees to have the authority to grant such a license.
3. The User further acknowledges that the content provided does not breach or contravene any confidentiality obligations, patents, copyrights, trademarks, trade secrets, domain names, or other (intellectual) property rights of transact.digital or any other third party. Insofar as third parties assert claims against transact.digital due to the content of the User, the User shall indemnify transact.digital upon first request from all such claims. This also includes reimbursement of the costs of legal defense in the amount of the statutory fees. Further claims and rights of transact.digital remain unaffected.
4. The parties shall comply with all data protection laws applicable to them, in particular those of the GDPR and the German Federal Data Protection Act (BDSG).

§ 13 Limitation of liability

1. For anything provided free of charge, transact.digital excludes liability for quality, accuracy, and legal ownership issues, unless there's gross negligence or intentional misconduct. transact.digital disclaims all warranties, explicit or implied, including merchantability and fitness for specific purposes. For services provided by transact.digital in return for payment, liability for material defects and defects of title shall be governed by the statutory provisions, unless otherwise agreed.
2. Any further liability is excluded. This does not apply if transact.digital has acted intentionally or with gross negligence or malice, in the event of injury to life, limb or health or in the event of a breach of guaranteed characteristics, concealment of defects or breach of essential contractual obligations. In the event of a breach of essential contractual obligations, liability shall be limited to the foreseeable damage typical for this type of contract, unless damage was caused intentionally or through gross negligence. Essential contractual obligations are those whose fulfillment is a prerequisite for the execution of the contract and on which the User relies and may rely. The provisions of the Product Liability Act remain unaffected.
3. transact.digital will maintain industry standard anti-virus software that is designed to detect, prevent, remove and remedy any code, files, scripts, agents from the Information listed above that are intended to do harm (including software viruses, worms, Trojan horses, time bombs and the like). Such software shall be updated at reasonable intervals in response to changes in potential threats.
4. The warranty for only insignificant reductions in the suitability of the Solution is excluded. Strict liability pursuant to Section 536a para. 1 BGB for defects that already existed at the time of conclusion of the contract is excluded.
5. The foregoing does not imply a reversal of the burden of proof.
6. To the extent that transact.digital's liability is excluded under the foregoing, this also applies in favor of transact.digital's constituent agencies, employees and agents.
7. The User knows that the services provided on the Solution are only meant to facilitate the search for information and/or search results in the relevant segment and do not release the User from its own due diligence obligations.

§ 14 Force majeure

1. transact.digital will not be held accountable for any inability or delay in carrying out its duties outlined in these terms, if such situations are caused by factors beyond its reasonable control and for which transact.digital is not responsible. These factors include acts of nature, circumstances classified as "acts of God," or any other cause that falls outside its sphere of influence. Such causes comprise but are not limited to failures in public or private communication networks, interruptions to business operations, fires, natural catastrophes and adverse weather conditions, war and acts of terrorism, outbreaks of diseases, delays in securing necessary official authorizations or permits, or actions taken by governmental bodies or authorities.
2. In the event that such factors occur and impact the fulfillment of transact.digital’s obligations as per these GTC: (i) transact.digital will temporarily suspend its responsibilities as outlined in these terms, and the timeframe for fulfilling these obligations will be extended for the duration of the factors. (ii) transact.digital will make reasonable efforts to identify a resolution that allows the fulfillment of its obligations as per these GTC, despite the occurrence of such factors.

§ 15 Amendment of GTC

1. transact.digital can modify the GTC at its discretion without prior notice. This includes adding, updating, or removing provisions ("amendments"). When such changes occur, transact.digital will update the GTC's effective date and share the updated version. Users will confirm agreement through ongoing use or can object, leading to a halt in further use.
2. The legal relationship with the User may be structured in individual cases by additional conditions or agreements (e.g. providing services), additionally, modify or replace these GTC.

§ 16 Remuneration and payment terms

1. The User is obliged to pay the agreed fees to transact.digital.
2. Unless otherwise agreed, invoices shall be issued on a yearly basis. Invoices are due for payment within 14 working days (including Saturdays).
3. All prices quoted are exclusive of statutory sales tax, where applicable.

§ 17 Waivers

Any failure by transact.digital to exercise any right or enforce any obligation under these GTC or to take any action for any breach by the User or others shall not constitute a waiver of that right, in respect of this obligation or in connection with such breach. No waiver of any right, obligation or breach shall be effective unless in writing and signed by a duly authorized representative of transact.digital. Furthermore, no waiver granted in any particular case shall constitute a waiver in any other case.

§ 18 Prohibition of transfer

Users may not assign, transfer, delegate or sublicense any of their rights or obligations under these GTC without the express prior written consent of transact.digital, which may be granted or withdrawn at transact.digital's sole discretion. Any assignment, transfer, authorization or sub-licensing without the foregoing consent will be void. transact.digital may assign, transfer, authorize and / or sublicense any of its rights or obligations under these GTC, in whole or in part, without limitation, in its sole discretion.

§ 19 Collateral agreements, jurisdiction, applicable law, offsetting, publicity

1. No verbal side agreements have been made. Changes, additions, and the cancellation of this contract or parts of it need to be in writing. This also applies to changes to this clause itself. Individual agreements made with the User (including side agreements, additions, and changes) always take precedence over the provisions of this contract (Section 305b BGB). Subject to proof to the contrary, a written contract or written confirmation from transact.digital shall be decisive for the content of such agreements. Telecommunication transmission and, in the case of a contract, an exchange of letters shall suffice to comply with the written form requirement.
2. If the User is a merchant, a legal entity under public law, a special fund under public law or has no place of residence or registered office in the country in which transact.digital has its registered office, the place of jurisdiction shall be Frankfurt am Main, Germany.
3. The solution is operated by transact.digital. The solution takes into account the requirements of the respective country where transact.digital has a registered office. transact.digital is not responsible for the possibility that the Solution's information, software and/or materials may also be accessed or downloaded from locations outside of their respective countries. If the User accesses the Solution from a location outside the respective country, the User is solely responsible for complying with the relevant regulations under the relevant national laws of that other location. In this case and if the User wishes to enter into a business relationship with transact.digital, the User needs to contact the representative of transact.digital in the relevant country.
4. These GTC and the use of the Solution are governed by the laws of the registered office of transact.digital, i.e., the laws of the Federal Republic of Germany. The rules of conflict of laws and the provisions of the United Nations Convention on Contracts for the International Sale of Goods do not apply.
5. The User may only offset claims that are undisputed or legally established.
6. transact.digital is entitled to publish press releases or otherwise make public statements regarding the conclusion of an agreement with the Client without the Client's prior consent, provided that such statements do not contain any confidential information or technical information belonging to the Client. transact.digital is entitled to publicly name the Client as a client of transact.digital using the Client's name, logo, and, if applicable, trademarks, and to describe the Solution and Services provided to the Client on the transact.digital website and in transact.digital's advertising materials, presentations, and offers for advertising purposes to existing and potential clients in general.

§ 20 Assets and content to promote transact.digital

1. Company logos, images, animations, videos, product renderings, trademarks, text, stickers, poster templates, design elements and similar marketing materials (“Assets”) may be made available to Users on the Solution.
2. Users may use content under conditions of § 6 to promote transact.digital solutions and services and to cooperate with transact.digital. The costs incurred by these measures are borne by the User. transact.digital expressly reserves the right to assert other rights.
3. Assets and the User's use of them are subject to specific requirements of the "transact.digital Design Guidelines". More information on the design guide will be made available to Users upon request. In case of doubt, the final determination of the compatibility of the intended use of the User's Assets with the "transact.digital Design Guidelines" shall be the sole responsibility of transact.digital. Unless authorized in the Solution itself, Users may not modify, add, remove or render assets unrecognizable or combine them with their own logos, watermarks, trademarks or similar.
4. Unless permitted in the Platform itself, the User may not alter, add to, deface or make unrecognizable the Assets and/or content or combine such with its own logos, watermarks, trademarks or the like.
5. Upon request, the User will provide transact.digital without delay, free of charge to transact.digital and in writing, information regarding current, past and/or planned future uses of the Assets available on the Solution.

§ 21 Feedbacks

1. transact.digital may request User feedbacks. Such feedbacks may be subject to their own terms of participation in addition to the following:
2. All persons under the age of 18, employees of transact.digital, relatives, spouses, registered partners and partners with whom the participants live in a non-marital partnership may not participate under any circumstances. transact.digital may disqualify any User from a feedback if the respective User interferes with the feedback, violating these GTC or any separate terms of participation.

§ 22 Severability clause

Should any provision of these GTC or the contract be or become invalid or unenforceable, or should the GTC or the contract contain a loophole, this shall not affect the validity of the GTC and the contract as a whole. These provisions do not merely reverse the burden of proof, but exclude the application of Section 139 BGB. In the event of a loophole, the effective and enforceable provision that comes closest to the legal and economic purpose of the GTC and the contract shall be deemed to have been agreed.