TERMS &
CONDITIONS

CASTER TERMS AND CONDITIONS FOR THE USE OF OUR SERVICES

1.Scope

1.1. These Terms and Conditions apply to the business relationship between CASTER Co. Ltd. (“Caster” or “we”) and users of our online services (the “Customer”, “User” or “you”). Supplementary terms and conditions may apply to individual additional services (“Additional Terms”).
1.2. Your deviating, supplementary or contradictory terms and conditions will not apply, even if we provide our services with knowledge of these and not having objected to them.

2.Definitions

2.1. Caster, Company or We means Caster Co. Ltd., 11365-1 Kanoda, Saito, 881-0104 Miyazaki, Japan and any company or subsidiary in the same or associated ownership or control.
2.2. Service means our online assistant service called “CASTER”.
2.3. User, Customer or You means any individual or legal entities engaging to use our services by agreeing to these Terms.
2.4. Registration means the user follows our online registration process by filling in and providing the required information via our Online Application Form.
2.5. Assistant means a team of professionals designated by us to perform the Services as requested by you, consisting of a Front Desk Specialist and Casts.
2.6. Front Desk means our main professional and point of contact for you. The Front Desk takes over all your service requests and serves as your main communication partner.
2.7. Cast means any individual who we deem capable as a professional of providing the services you request.
2.8. Service Time means the maximum amount of working time that you can request without any extra charge to your Assistant on a monthly basis.
2.9. Service Fee means the fees arising for you from using our services as determined by these Terms and Conditions or any separate agreement between you and us.
2.10. Handling Fee means, for Users who choose to pay on a monthly basis, an additional percentual charge to the monthly fees pursuant to the Additional Terms.
2.11. Advance Expenses means any expenditure or expenses arising from the use of the Service by you, and which we will either pay first on your behalf or request you to pay for us to be able to perform our services to you.

3.Contractual relationships, registration requirements, registration, amendment of terms of use

3.1. The contractual relationship is limited to you as the User and is not transferable.
3.2. Caster is one of the global leading service providers of online assistance services. We set up a team of several professionals, always qualified particularly for the tasks you need to be done. To use our Services, you need to set up a user account with Caster. To register, you need a valid email address and a password of your choice. You undertake to provide true and complete information during the registration and to keep this up to date during the term of your contract. You agree that we may communicate with you via your user account and your stored e-mail address and any additional communication channels you specifically provide us with for the purpose of communication.
3.3. You agree to protect your access details at all times and not to allow unauthorised third parties to access your account and our Services provided to you (apart from your authorised employees).
3.4. We are, in accordance with our internal standards and applicable jurisdiction, free to determine whether or not an individual or legal entity who has applied for registration in accordance with these terms is eligible for registration. If we approve your registration, we will notify you immediately. Once you receive our notification, your registration is complete. Upon completion, you will be able to use our Services immediately unless you have selected a later contract start date (in which case we will indicate so in our notification to you). We may refuse your registration in the following cases (without limitation):
3.4.1. You provide false or misleading information;
3.4.2. You are a legal minor, under curatorship or any form of assistance making it legally necessary to obtain specific consent from your legal guardian, curator or assistant.
3.4.3. If you are related to any previous User with history of contract breach
3.5. These Terms and Conditions and, if applicable, any Additional Terms and Conditions may be amended by us, provided that (i) you expressly or implicitly agree to this, (ii) the amendments are due to mandatory statutory requirements or (iii) your consent is deemed to be provided in accordance with the following provisions. In the aforementioned cases (ii) and (iii), you will be informed of intended amendments in writing at least 30 calendar days before they become valid. In case (iii), the following will also apply: if you do not object in writing, by e-mail to caster_legal@cast-er.com, within a period of 14 calendar days from the communication about the planned amendment, your consent will be deemed granted and the amendments will become a valid part of the contract on the communicated date. We reserve the right to terminate your contract within 14 calendar days after receipt of such an objection.

4. Caster Service

4.1. You contractually agree to the use of one of our Services (Caster). The scope of the services and the methods of payment between us are laid down as follows and pursuant to the Additional Terms regarding our Caster Service Packages, attached hereto in Appendix A. In case of discrepancy, the Additional Terms shall prevail.
4.2. Our Agreement is an outsourcing agreement where you retain us for certain and individual tasks to be performed and resolved. The services provided by the Assistant to you are not contracting works for the purpose of completing specific tasks, meaning that even if the work requested by you is not completed, the fees arising from the Service Fee, as laid out in these terms and, if particular to your requests, specifically agreed on and communicated between you and us, shall be due regardless of completion.
4.3. Our Assistant is a team of several, in accordance with your specific request and requirements, working professionals acting as a collective when performing the Service. The manner in which the Assistant performs its duties and the evaluation thereof will be managed directly by us; as such no employment agreement, consignment agreement or similar agreement shall in any way be entered into between you and the Assistant. We will settle matters related to our Assistant's work implementation, time and place, work ethics and discipline overall, directly with our Assistant. You shall not restrict the Assistant by specifying or managing the work implementation; place and time, nor determine the work content or implementation method unless any such limitation is necessary for the implementation of your tasks as per your specific requirements.
4.4. Each Assistant will have a Front Desk serving as the main point of contact for you. The Front Desk is responsible for allocating the best suited Casts for your specific casts in accordance with the professional requirements that you provide to us. You will have the right to request a change at the Front Desk at your reasonable discretion. However, please note that the election of the Casts for your task will be solely handled by us.
4.5. Depending on the task you request our team to be performed and done, our Assistant may need access to your own and internal systems in which case our Assistant must be provided an individual log-in account i) to enable a seamless and fast way of interaction between you and our Assistant and b) to give you the possibility of tracking and securing the Service Time. Where Personal Data, pursuant to international data security standards, such as the European General Data Protection Regulation, the California Consumer Privacy Act or the Japanese Act on the Protection of Personal Information, is being processed, we will comply with all necessary and internal Data Processing Standards you instruct us. Additionally, we assure to process data security related matters in strict compliance with the aforementioned legal and global stipulations, which will be manifested with you in separate Data Processing Agreements. You hereby consent processing of such data both inside and, where necessary, outside the European Economic Area for the purposes of this Agreement, legal compliance and any other reasonable and notified purposes under this Agreement. For any such processing outside of the European Economic Area, we guarantee to implement further and appropriate technical and organizational measures as stipulated by the General Data Protection Regulation and similar global standards. You acknowledge that this may require a transfer of any personal data to regulatory bodies, government agencies and other third parties as required by law or for administration purposes and you agree to provide all reasonable assistance to ensure our as well as your own compliance with applicable data protection legislation.
4.6. Our Service allows a single account to be created for you as the User. You are free to share your account with your corporate executives, employees and other third parties with a legitimate interest in using your account at your own discretion. However, you will be liable for any damages incurred by us due to your account-sharing, regardless of whether or not the sharing itself was allowed. We shall be excluded from any such liabilities. All notifications addressed to you via your account shall be deemed legally received by and with effect to all individuals using your account. As a corporate User, you may request additional stand-alone accounts for individual users.
4.7. While we will provide you with a separate account for your use, we will not have direct access to your own accounts. If you want us to access your accounts (email, social media, etc.) and thus have direct access (account sharing by yourself), we will refuse this for reasons of liability and insurance law. Should you still wish to do so, contrary to our recommendation, we can, at our own discretion, negotiate and set the terms with you in detail in writing. In this case, however, we exclude any liability for any damages that may arise from this account sharing or have already arisen - regardless of whether these damages are related to our access. 4.16, 4.17 and 9.4 apply accordingly.
4.8. Our Service is limited to such requests that are legally performable. Any request being subject to certain activities falling under protected professions that require legal qualification, e.g. the Japanese Attorney Act, the Certified Public Tax Accountant Act, the Certified Public Accountant Act, the Public Consultant on Social and Labor Insurance Act, the Travel Agency Act, and other global laws and regulations that are similar to the aforementioned stipulations, will not be performed and, at no cost for us, declined.
4.9. By using our Services you have a monthly fixed amount of Service Time as designated in the Additional Terms which you may use freely and fully. If you do not use all of your Service Time within one month (or any other cycle you chose) and the period elapses with Service Time still remaining, you forfeit the remainder and cannot carry over such time to your next contractual period. Also, you may not request suspension of our Service during the contract term.
4.10. We may recommission some or all of the Services to a third party and at our own reasonable discretion. In such a case, We will impose the same obligations under the Terms on such third parties.
4.11. In case your assigned tasks are not managed as you envisioned it or anything else gives you reason to raise concerns with your task, you may and at all times directly communicate this to your Front Desk. Once you have signed off work as complete, the work is considered done, and further changes will be charged separately.
4.12. Our Assistant will use reasonable endeavours to deliver Services according to the key terms and tasks communicated between both of you. Our Assistant's ability to meet time requirements depends on you giving the Assistant access on time to all the information or resources needed from you for such a task. The Front Desk will let you know if we expect that deadlines may not be met. You must specify the priorities and deadlines in line with the number of hours and amount of work you have purchased.
4.13. The Front Desk may take days off, in which case you will be informed at least one day in advance of the scheduled day off. Specific tasks requested on a day off will be confirmed and proceeded with during the next regular working hours of the Front Desk.
4.14. You may request work beyond the number of hours on a monthly basis with additional charges in accordance with our price table which is attached hereto.
4.15. The User may request urgent work to be completed within 24 hours subject to proper communication and confirmation with and from the Front Desk. For such requests the used amount of Service Time shall be treated as double the amount.
4.16. For any such urgent work to be performed by us, whereby “urgent” means any request from you with less than 24 hours of notice, we may apply a surcharge, at our own discretion, with the applicable overtime rates outlined in the Additional Terms. In case the urgency of your request justifies such a surcharge, we will notify you prior to commencement.
4.17. While our Assistant does everything as much as possible to ensure the accuracy of the work we do for you, the final sign-off rests with you as the User and it is your responsibility to check work before it goes out. If you do not provide us with feedback within three days of receiving notification that your work has been completed, we will assume that you are satisfied with the results and the results will be deemed fully accepted and signed off.
4.18. Our normal working hours are displayed on our website (http://casterbiz-germany.com/). Service outside these hours is not available.
4.19. The Front Desk will report to you the Service Time used for each task. Prior to this and upon your request, the Front Desk can give you a no-binding estimation on Service Time to be used for your specific task. For routine tasks the Front Desk will report the aforementioned only in the first instance, unless explicitly requested also afterwards.

5. Fees & Payment

5.1. In consideration for the provision of our Services you shall pay the Service Fee as specified in the applicable Additional Terms.
5.2. Any preparatory activity which we conduct for you under the premise and mutual understanding of you successfully engaging us, but prior to actual execution of our agreement, regardless of why our agreement has not been executed yet, such as Kick-off meetings with you, shall be later treated as Service in your first month of subscription.
5.3. In the event of a change to local laws or regulations that may generate additional expenses, external costs and charges incurred by us in the performance of our obligations under this Agreement, all and any such expenses, costs and charges shall be reimbursed by you, unless we expressly agreed otherwise beforehand in writing and provided that any such increase shall be limited to the amount of the additional cost actually imposed upon us and that we will not increase the Service Fee without your approval. Relevant supporting documentation will be made available to you by us only upon written request.
5.4. We may ask from you at any time and with reasonable grounds for payment of any Advance Expenses which you can only decline for good cause.
5.5. Unless otherwise agreed in special agreements, you will register for our Service by subscribing to one of our available subscription plans. Fees are generally paid in advance, meaning that you will have to pay the fees for the full length of your subscription as stated in the Additional Terms in advance (lump sum payment) upon commencement of your subscription.
5.6. Alternatively, you can subscribe to a monthly payment plan. For this payment plan we will charge an additional handling fee pursuant to these terms and conditions.
5.7. You will pay the full amount invoiced to you by us accordingly. Payments shall be made through our platform and in cooperation with our payment partners. Additional charges may be made to you by such payment providers (CreditCard, Direct Debit).
5.8. Any processing of cardholder data will be done entirely by a PCI DSS certified payment service provider. We will not store, process or send any card holder data ourselves. Changes to the method of payment will come into effect on the last day of a month.
5.9. If we do not receive payment from your credit or debit card provider, or if your credit or debit card expires or is rejected, or if the payment fails for any other reason outside of our sphere of influence, you will have to pay all amounts due separately upon demand. For any instance of such non-payment occurring, we may require you to provide a second valid credit or debit card before continuing to use the Services. You will have to grant permission to us to charge outstanding fees and other amounts due to us, against any credit card or other financial means you have shared with us. For any continuing failures of payment by you, we reserve the right to, by all legal means, collect the amounts due to us.
5.10. If you fail to make any payment to us under this Agreement by the given due date, then, without limiting our other remedies under this Agreement, you will have to pay interest on the overdue amount at the rate of 0.20% per day. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount. You shall pay the interest together with the overdue amount.
5.11. In the event of a change to local laws or regulations that increases our costs of providing you the Services, we will adapt our fees accordingly. We assure you that, in such case, any such increase will be limited to the amount of the additional cost actually imposed upon us and that the Service Fee will not be increased without your agreement to it.
5.12. All fees are exclusive of all state, local and other taxes, or other taxes or charges as may be directly applicable to the receipt or use of our Services. You will pay all such charges or taxes within thirty (30) days of the applicable invoice date.

6. Intellectual Property Rights

6.1. We acknowledge and agree that, to the extent permitted by applicable law, you will be the sole and exclusive owner of all right, title and interest in and to any and all materials and other deliverables provided or created by us in the provision of our Services to you under this Agreement (“User Work”), provided all our Services are fully paid by you.
6.2. For the purposes of our Agreement, Intellectual Property shall include and User Work shall mean all software innovations, computer programs, code, designs, artwork, notes, documents, information, materials, discoveries, inventions or other original work, including without limitation, any additions, modifications or enhancements, registrations, renewals, continuations.
6.3. Unless otherwise agreed, we will retain all rights that we have not expressly granted to you.
6.4. This will particularly apply to all rights to the “Caster” brand, other trademark rights held by us and rights to text, images, web and other designs, software, databases and data (including data, analyses and statistics generated during the execution of the contract).

7. Your obligations

7.1. You acknowledge that irrespective of your engagement and introduction to our Assistant, we shall serve as the Front Desk’s employer and all employment-related matters shall be managed and handled by us directly. You shall be solely responsible for (if applicable and depending on the agreed tasks to be done by the Assistant)
7.1.1. maintaining a safe work environment at all times;
7.1.2. maintaining all requisite business licences (including professional licences); and
7.1.3. compliance with all applicable laws, rules and regulations in connection with receipt of our Services hereunder. For the avoidance of doubt, the sole fact that you, depending on the particular task that you request, will be in constant communication with the Front Desk, will not constitute an employee-employer relationship between you and the Front Desk (including overall the Assistant), and you will not be responsible for the payment of any relevant employment related taxes or social contributions on our behalf;
7.2. You shall comply with (i) our human resources and other related policies as may be provided to you from time to time and (ii) any reasonable or necessary human resource directive of us, when necessary for compliance with applicable laws, as determined in our sole and reasonable discretion.
7.3. You shall inform us sufficiently in advance and in writing of any changes regarding any requests you have or in general any changes impacting our Service (including without limitation any employment-related legal claim, injury, or incident relating to the Front Desk or the workplace in general), such that we may reasonably inform and notify any applicable authority or any other relevant third party in advance, respecting any notice periods required by law, agreement or best practice or any matters which may confer to you a right to terminate this Agreement, or as otherwise required to comply with applicable law.
7.4. You agree to pay promptly all fees and costs invoiced by us to you. You shall not make any payments relating to the Agreement directly to the Front Desk or any individual Cast.
7.5. You shall be liable for any additional costs and losses arising from your failure to comply with the obligations described here.
7.6. As a digital company, we have several different tools that we use to work with you and keep communication secure and efficient. Protecting your data is our top priority. We use "LastPass'' as password management to give you access to various programs. You agree to use "LastPass'' and also agree to LastPass's terms and conditions, which will be provided to you separately.

If you do not agree to the use of LastPass, please notify us in advance. In this case, we will work together to find another solution. 9.4 applies.

8. You guarantee to us

8.1. You guarantee that you do not fall under any category of any Organized Crime Group whereby “Organized Crime Group” shall have the same meaning as defined in the “Tokyo Organized Crime Exclusion Ordinance” pursuant to Japanese laws. As such, you are neither an Organized Crime Group, Group Member or Quasi-Member yourself, nor are you associated with a company related to any such organized crime, regardless of the type of association (business undertakings with Organized Crime Groups substantially involved and/or business that is, direct or indirect, providing fundings for any such Organized Crime Group); further you are not an individual with less than 5 years since you ceased to be a member of any of the above.
8.2. Except for amounts expressly due and owing hereunder or damages, losses or causes of action arising out of a breach of any material obligation hereto, neither of us shall be liable to each other for any indirect, special or consequential loss or loss of profits or revenue or loss of reputation or goodwill or other economic loss arising from any breach of these terms and in no event will either party's total liability to the each other, or any other party, for all damages, losses and causes of action arising out of or relating to this Agreement exceed the amount that is twice the annual Service Fee.
8.3. You guarantee not to conduct any of the following, including without limitation:
8.3.1. Excessively placing long telephone calls or repeating similar inquiries to the Front Desk, or forcing us in general to do something that has no obligation or reason, thereby causing significant hindrance to our work.
8.3.2. Repeated requests for irregular contents of agreement (e.g. discounts).
8.3.3. Infringement of our reputation, credibility, copyrights, patent rights, utility model rights, design rights, trademark rights, portrait rights and privacy.
8.3.4. Causing the Cast to perform services that are not permitted by the Attorney Act, the Certified Public Tax Accountant Act, the Certified Public Accountant Act, the Public Consultant on Social and Labor Insurance Act under the laws of Japan or any other foreign laws and regulations with similar intent (protection of publicly trusted professions).
8.3.5. Harassing the Front Desk and/or Cast and obstructing the progress of work by misconduct.
8.3.6. Interrogating confidential information that is not generally disclosed, such as the Cast's terms of work and place of residence.
8.3.7. Soliciting the Cast for religion, political association, multi-level marketing business, etc.
8.3.8. You or any third party associated with you trying to personally contact the Cast, whether online or offline, including sending or receiving email.
8.3.9. You directly hiring or outsourcing work to the Cast, or hiring the Cast for service/enterprise in competition, direct or indirect, with us or cause the Cast to outsource work, or solicitation thereof.
8.3.10. Verbal abuse or intimidation toward the Cast or obstructing the performance of our work.
8.3.11. Illegal acts, acts contrary to public order and morals, and acts of soliciting or encouraging such acts.
8.3.12. Using the Service without performing the procedures required by laws and regulations, such as notification to the supervisory authorities, registration, and acquisition of permission.
8.3.13. You transferring, buying/selling, changing name, pledging to a third party with respect to your right to use the Service.
8.3.14. You registering several email addresses without reasonable grounds.
8.3.15. Registering on behalf of a third party whose registration qualification has been suspended or revoked.
8.3.16. Causing the Cast to perform work that is likely to cause damage or harm to a third party.
8.3.17. Acts making the Cast liable for damages for which we are not liable.
8.3.18. Reproducing or altering a copyrighted work of a third party without permission.
8.4. You guarantee that the information you provide us, as well as our contractual use thereof, will not infringe any third party rights and that it can be used without requiring the consent of any third parties or payments to third parties.
8.5. You can transfer personal data relating to you, your employees or your customers to us. You will remain responsible for this data and for the fulfilment of related obligations under relevant statutory provisions, especially data protection regulations and competition law.
8.6. By accepting these terms, you agree that all data processing will be subject to our data processing agreement. Data transfers to sub-processors will also always be done within the framework of this agreement.
8.7. You will indemnify us and our employees, representatives, shareholders and vicarious agents against all claims of third parties, as well as provide us with compensation for damages and reimburse us for all necessary expenditures, including reasonable legal defence costs, insofar as these arise due to an infringement on your part of the contractual guarantees or obligations specified in this section.

9. Our liability to you

9.1. We do not warrant or guarantee, and we are not responsible for any work performed or services provided by the Cast. We do not guarantee that our Services and online platforms will be constantly available or that the usage and operation of it will be free or any error of any type. You acknowledge and agree that while we shall take reasonable care and use commercially reasonable efforts in arranging and provisioning of our Services, we will not be held liable for the timely provision of orders by you; or for any act of commission or omission in connection with this Agreement beyond our reasonable control.
9.2. Except as set out in this Agreement, we do not make any other warranties or representations relating to Services, including without limitation the nature, quality and background of the Cast, or any legal impediment relating to the engagement of the Cast by us in connection with our Services. All other warranties, express or implied, are expressly disclaimed and excluded, including warranties of merchantability and fitness for a particular purpose.
9.3. We will be liable without limitation only for damages arising from (i) intent or gross negligence, (ii) death, serious injury or illness, (iii) fraud or fraudulent misrepresentation, and (iv) the breach of any express or implied obligation, the fulfilment of which is essential for the proper execution of these terms, which cannot be excluded or limited by law.
9.4. If, contrary to our recommendations, you decide to go against security recommendations we recommend to protect your data and make the collaboration safe, we will not be liable for any damages. Provided that it is obvious that these damages would not have occurred if you had followed our recommendations.

10. Indemnification

10.1. You will indemnify, defend and hold harmless us, our affiliates, officers, directors, employees, agents and other representatives from and against any judgments, losses, damages, liabilities, costs or expenses (including, but not limited to, attorneys’ fees and legal expenses) we may suffer or incur in connection with any actual or threatened claim, demand, action or other proceeding by any third party arising from or relating to any of the following:
10.1.1. any breach of this Agreement by you or any of its obligations or representations and warranties hereunder;
10.1.2. any act or omission by you, your employees, affiliates, agents and/or independent contractors in connection with your receipt of our Services, including, without limitation, the engagement of the Cast by us in connection therewith; or
10.1.3. Your use, attempted use or misuse of our Services and according to online platforms.
10.2. You acknowledge and agree that any permanent local establishment risk or liability affecting you in the country or state where our Services are being provided by the Cast under this Agreement shall be exclusively your responsibility. You will indemnify and hold us harmless against any such risk or liability, unless we knew or reasonably should have known beforehand.
10.3. We will indemnify, defend and hold you harmless from and against any judgments, losses, damages, liabilities, costs or expenses (including, but not limited to, attorneys’ fees and legal expenses) you may suffer or incur in connection with any actual or threatened claim, demand, action or other proceeding by any third party arising from or relating to any of the following:
10.3.1. any breach of this Agreement by us or any of our obligations or representations and warranties hereunder;
10.3.2. any misrepresentation, negligence or willful misconduct by us in connection with the performance of our Services hereunder; and
10.3.3. any claim that our Service infringes any intellectual property or other rights of a third party, provided however, that we shall have no responsibility or liability for any claim to the extent resulting from or arising out of (i) the use of any of our Services not in compliance with these Terms or applicable law; (ii) any services not provided by and/or pre-approved in writing by us; or (iii) the use of any version of our online platforms, if any, that is not the most up-to-date version.
10.4. Either you or us claiming indemnification under this Section 10 ("Indemnitee") shall do as follows:
10.4.1. provide the other party ("Indemnifying Party") with written notice of a claim promptly upon becoming aware thereof;
10.4.2. allow Indemnifying Party to control the defence and settlement of the claim, provided that no settlement may be entered into without the consent of Indemnitee if such settlement would impose any liability or responsibility on the Indemnitee; and
10.4.3. reasonably cooperate with Indemnifying Party, at Indemnifying Party's expense, in the defence and settlement of the claim. Notwithstanding the foregoing, the Indemnitee may be represented in any such suit by counsel of its own choosing, at its own expense.

11. Confidentiality

11.1. You and us undertake to keep confidential the Confidential Information of the other party and shall not utilize the Confidential Information of the other party for any other purpose except for the purposes necessary to perform the receiving party's obligations under this Agreement. All tangible materials containing Confidential Information are the property of the party making the disclosure and the receiving party will immediately return or destroy the Confidential Information upon the written request of the disclosing party or upon the expiry or termination of this Agreement, as the case may be.
11.2. For the purposes of this Agreement, Confidential Information shall mean any information, of whatsoever kind and in whatsoever format, exchanged between the parties pursuant to this Agreement including any information, analysis or material derived from, containing or reflecting such information, and in whatever form whether disclosed orally or in writing or whether eye readable or machine readable or in any other representation or form, which is confidential or proprietary or ought reasonably be understood to be confidential or proprietary (including the existence of this Agreement and any of its exhibits and schedules, and the terms hereof and thereof);
11.3. The obligations in clause 11.1 shall not apply to the extent that the receiving party can demonstrate that the Confidential Information of the disclosing party:
11.3.1. was in the public domain and was available at the time of disclosure or thereafter enters the public domain and is available through no improper action or omission of the receiving party;
11.3.2. was in the possession of or known by the receiving party prior to receipt from the disclosing party;
11.3.3. was rightfully disclosed to the receiving party by another person without restriction; or
11.3.4. is independently developed by the receiving party without access to the Confidential Information of the disclosing party.

12. Term of the contract, termination

12.1. Unless otherwise agreed in a separate, individual agreement between us, the subscription term of the contract will start on the date from which you receive access to our Services by completing our registration form and receiving our notification of successful registration. Billing will also start from this date. You will be informed of this by email.
12.2. The contract term shall be in accordance with the subscription plan you chose during registration.
12.3. If automatic extension is agreed, the contract will be extended and can only be terminated 10 bank days prior to the end of the respective extension period.
12.4. If no automatic extension is agreed, the contract will end upon the expiry of the term of the contract, without needing to be terminated.
12.5. Our right to extraordinary termination in case of your objection to any amendments to these Terms or any fee increases, as contained elsewhere in these Terms, remains unaffected.
12.6. The right to terminate these Terms with immediate effect in the event of a material breach will remain unaffected for both of us, provided that the party in breach fails to remedy such breach within 14 calendar days of receiving written notice requiring the breach to be remedied.
12.7. Termination will always be required to be transmitted via our official cancellation form.
12.8. As a new customer, you have a one-time early exit right within the first three months of your subscription. During this period, you can cancel your contract with a notice period of 2 weeks (14 calendar days). There are no additional costs except for the costs incurred up to the cancellation date. Any cancellation within your first three months will automatically be deemed to fall under this early exit option.
12.9. After your initial 3 months, you can cancel your subscription at any time following a 4 weeks notice period from the end of the month. In such case (termination before the end of your selected contract term), we will charge a termination fee equal to one third of the overall monthly fees that would have accrued until the regular end of your contract term.

13. Final provisions

13.1. The laws of Germany apply.
13.2. The place of performance of all our contracts will be our registered place of business in Berlin, Germany.
13.3. If individual provisions are or become completely or partly invalid, the rest of the contract remains valid.
13.4. The place of jurisdiction for all disputes arising from our contractual relationship with you will be our registered place of business.
13.5. Any waiver of a default under these Terms must be made in writing and shall not be a waiver of any other default concerning the same or any other provision hereof. No delay or omission in the exercise of any right or remedy shall impair such right or remedy or be constructed as a waiver. A consent to or approval of any act shall not be deemed to waive or render unnecessary consent to or approval of any other or subsequent act.
13.6. We are and will remain independent contractors. Nothing herein will be deemed to establish a partnership, joint venture or agency relationship between us. Neither Party will have the right to obligate or bind the other Party in any manner to any third party. Without limiting the foregoing, neither party shall make any representations or warranties to third parties on behalf of the other Party hereto. We agree to deal with each other fairly and in good faith and to perform all acts reasonably required to carry out the intent of this Agreement.
13.7. We will undertake to attempt to settle any disputes arising from or in connection with the present Agreement in good faith by way of immediate negotiation. If the dispute cannot be settled as described by negotiation you agree to attempt to have the issue settled through the mediation of a neutral third party.
13.8. Neither party shall be held liable, including as set forth in this Section, for non-performance or interruption of our Services (including delays on our part in making deliveries hereunder), due to a Force Majeure event that occurs beyond our control. 'Force Majeure Event' means any act beyond a party's reasonable control, including without limitation any of the following:
13.8.1. flood, fire, earthquake, or explosion; epidemic, pandemic, or other health emergency; war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest;
13.8.2. government order or law; actions, embargoes, or blockades in effect on or after the date of this Agreement; and action by any governmental authority.
13.9. Unless the performance of our obligations under this Agreement is delayed by the occurrence of an Event of Force Majeure for a period of more than one (1) year (and such delay is excused under the foregoing provisions), no Event of Force Majeure shall excuse permanent non-performance, but shall excuse only delays in performance and only to the extent that such delays are directly attributable to such cause. Should any Event of Force Majeure delay performance for a period of more than one (1) year, either Party may terminate and rescind this Agreement upon notice to the other Party.
13.10. You will not assign your rights and duties under this Agreement to any other entity (including an affiliate) without our prior written consent. Any purported assignment in violation of this Section 14.10 will be void and of no effect. No assignment will relieve you of your previously accrued obligations under this Agreement. This Agreement will be binding upon and inure to your permitted successors and assigns.


Caster, April 2023