Acceptance of Terms
By engaging with CrisisFit GmbH’s services, the Customer agrees to be bound by these Terms and Conditions.
Right to Refuse Service
CrisisFit GmbH reserves the right to refuse service to any Customer at its sole discretion, with or without cause.
Liability Limits
CrisisFit GmbH’s total liability for any claims, damages, costs, or expenses arising from or related to the services shall not exceed five million euros (€5,000,000). This limit does not apply to damages from gross negligence, willful misconduct, or personal injury or death. The Customer’s total liability is capped at five million euros (€5,000,000), except in cases of gross negligence or willful misconduct. Neither party is liable for indirect, consequential, special, or punitive damages unless caused by gross negligence or willful misconduct.
Responsibility for Third Parties
CrisisFit GmbH is responsible for the actions or omissions of its subcontractors or third-party providers, subject to the liability limits, unless the Customer’s failure to meet its obligations directly causes the issue.
Indemnification
CrisisFit GmbH shall indemnify, defend, and hold harmless the Customer from third-party claims, damages, or losses, including reasonable legal fees, arising from a breach of these Terms and Conditions by CrisisFit GmbH or its subcontractors, gross negligence or willful misconduct in providing the services, or infringement of third-party intellectual property rights by the services or any deliverables, excluding third-party components. The Customer shall indemnify, defend, and hold harmless CrisisFit GmbH from third-party claims, damages, or losses, including reasonable legal fees, arising from the Customer’s failure to fulfill its obligations, gross negligence or willful misconduct, or inaccurate or incomplete information provided by the Customer that materially impacts service delivery. The party seeking indemnification must notify the other in writing within ten (10) business days of a claim, allowing the indemnifying party to control the defense and settlement. The indemnified party may participate at its own expense. Settlements require mutual consent, not to be unreasonably withheld, delayed, or conditioned.
Non-Liability
CrisisFit GmbH shall not be liable for damages or losses resulting from the Customer’s misconduct, failure to comply with CrisisFit GmbH’s recommendations, unauthorized disclosures, or failure to use provided tools as directed.
Insurance
CrisisFit GmbH shall maintain general liability insurance and cyber liability insurance, each with a minimum coverage of five million euros (€5,000,000) per occurrence. Proof of coverage shall be provided within ten (10) business days of the Customer’s written request. The Customer is encouraged, but not required, to maintain similar insurance.
Mitigation
Both parties shall take reasonable steps to minimize damages from breaches or incidents and notify the other within five (5) business days of identifying a potential claim.
Ownership of Any Deliverables
Upon full payment of all fees, the Customer shall own all rights, title, and interest in any deliverables created specifically for the Customer. Until full payment, the Customer has a non-exclusive, non-transferable license to use any deliverables for internal purposes. Ownership transfers upon payment confirmation, with CrisisFit GmbH providing final versions in an agreed format within five (5) business days.
Pre-Existing Intellectual Property
CrisisFit GmbH retains ownership of all pre-existing intellectual property, including methodologies, tools, software, and frameworks used in the services or any deliverables. The Customer is granted a perpetual, non-exclusive, non-transferable, royalty-free license to use such pre-existing intellectual property as part of any deliverables, effective upon full payment. The Customer may not modify, reverse-engineer, sublicense, or distribute this intellectual property without CrisisFit GmbH’s prior written consent.
Third-Party Components
Any deliverables may include third-party components subject to their respective licenses, identified in writing by CrisisFit GmbH. The Customer’s use must comply with those terms. CrisisFit GmbH warrants that any deliverables, excluding third-party components, do not infringe third-party intellectual property rights, with indemnification as stated.
Handling Infringements
Each party must notify the other within five (5) business days of discovering a potential intellectual property infringement related to the services or any deliverables. If any deliverables infringe third-party rights, excluding third-party components, CrisisFit GmbH shall replace or modify the infringing item, obtain a license for the Customer’s continued use, or refund the fees paid, prorated based on use. These terms remain in effect after termination.
CrisisFit GmbH Warranties
CrisisFit GmbH warrants that the services will be performed with reasonable skill and care and that any deliverables will comply with applicable laws as of the service start date. CrisisFit GmbH warrants that any deliverables, excluding third-party components, do not infringe third-party intellectual property rights. These warranties do not apply to issues caused by the Customer’s modifications, failure to meet obligations, or third-party components beyond CrisisFit GmbH’s control.
Customer Warranties
The Customer warrants that it will provide accurate and complete information and necessary system access within ten (10) business days of a request. The Customer warrants it has the legal authority to enter these Terms and Conditions and provide required data without violating third-party rights or laws.
Remedies for Breach
If CrisisFit GmbH breaches its warranties, it shall repair or replace the defective service or any deliverable or refund the fees paid, prorated based on use, within thirty (30) days of written notice. If the Customer breaches its warranties, CrisisFit GmbH may suspend services with ten (10) business days’ notice until resolved, without affecting payment obligations. These remedies are the sole recourse, except in cases of gross negligence or willful misconduct. These terms remain in effect after termination.
Disclaimer
Except as stated, CrisisFit GmbH disclaims all other warranties, express or implied, including merchantability or fitness for a particular purpose.
Know Your Customer (KYC)
The Customer shall provide all requested information and documentation for CrisisFit GmbH’s KYC processes within ten (10) business days of request. Failure to comply may result in suspension or termination of services.
Participation Requirements
The Customer shall actively participate in onboarding processes, workshops, feedback rounds, and other activities as required by CrisisFit GmbH to ensure effective service delivery.
Fair Use Policy
The Customer shall use the services and any deliverables in a reasonable manner, not exceeding normal business usage. CrisisFit GmbH reserves the right to limit or suspend services if usage is deemed excessive or abusive.
Payment Terms
The Customer shall pay all invoices within thirty (30) days of issuance. CrisisFit GmbH may transfer any outstanding invoices to third parties without prior approval from the Customer.
Right to Cancel Services
CrisisFit GmbH may cancel any service without notice if invoices remain unpaid for more than thirty (30) days.
CrisisFit GmbH Rights
CrisisFit GmbH may use the Customer’s name, logo, and quotes in marketing materials to promote its services globally and indefinitely once services are completed or with the Customer’s written approval. Proposed uses shall be submitted for the Customer’s approval within ten (10) business days, not to be unreasonably withheld, delayed, or conditioned. No response assumes approval. References will be accurate and comply with any Customer-provided brand guidelines.
Customer Rights
The Customer may use CrisisFit GmbH’s name and logo in internal reports or regulatory submissions with prior notice within five (5) business days.
Termination of Rights
If services are not performed, no marketing rights are granted. After termination, CrisisFit GmbH retains rights to use the Customer’s branding for services delivered, subject to the approval process. These terms remain in effect after termination.
Process
Disputes shall first be negotiated in good faith between designated contacts within ten (10) business days of written notice. If unresolved, the matter escalates to senior representatives for another ten (10) business days. If still unresolved, either party may request mediation within five (5) business days, conducted by a mutually agreed mediator within thirty (30) days, with costs shared equally. If mediation fails, the dispute may proceed to binding arbitration in Germany, with a final decision within 180 days unless extended by mutual consent.
Continued Performance
Both parties shall continue obligations during dispute resolution unless prevented by the dispute. Either party may seek injunctive relief in court for breaches of confidentiality or intellectual property rights if immediate action is needed. These terms remain in effect after termination.
Definition and Effect
Neither party is liable for delays or failures due to events beyond their reasonable control, such as natural disasters, war, pandemics, or cyberattacks not caused by negligence. Obligations are suspended during the event, with notification to the other party within five (5) business days and reasonable mitigation efforts.
Termination
If the event lasts more than sixty (60) days, either party may terminate the services with ten (10) days’ written notice, with payment obligations limited to services provided before suspension. These terms do not affect the Customer’s independent compliance obligations after services are completed.
