Terms of Use for Hi-Acts Connect

A. Validity of these Terms of Use

1. Provider

The five Helmholtz Centres Deutsches Elektronen- Synchrotron DESY, Notkestraße 85, 22607 Hamburg (hereinafter “DESY”), Helmholtz-Zentrum Dresden-Rossendorf e.V., Bautzner Landstr. 400, 01328 Dresden (hereinafter “HZDR”), GSI Helmholtzzentrum für Schwerionenforschung GmbH, Planckstraße 1, 64291 Darmstadt (hereinafter “GSI”), Helmholtz-Zentrum Hereon GmbH, Max-Planck-Straße 1, 21502 Geesthacht (hereinafter “Hereon”), Helmholtz-Zentrum Berlin für Materia-lien und Energie GmbH, Hahn-Meitner-Platz 1, 14109 Berlin (hereinafter “HZB”) (hereinafter also referred to collectively as “Helmholtz Centres”) are contractual partners for the project “Helmholtz Innovation Platform for Accelerator-based Technologies & Solutions - ‘Hi-Acts’” which is funded by the Helmholtz Association of German Research Centres, as part of the Joint Initiative for Research and Innovation. DESY is the sole operator of the website www.hi-acts.de and responsible for its content in accordance with the German Telemedia Act (TMG).

DESY makes the web-based enquiry form “Hi-Acts Connect” available to participating companies, organisations or research institutions (“Interested Parties”) to facilitate the initiation of potential cooperative ventures involving the Helmholtz Centres in research and technology projects or the provision of services. This is done free of charge via the Internet platform www.hi-acts.de. These Terms of Use apply to the use of the “Hi-Acts Connect” enquiry form, which is provided by DESY exclusively for the purposes of the commercial or independent professional activity of the Interested Party in accordance with the following provisions. A legal right to access the Hi-Acts Connect enquiry form does not exist.

2. Exclusion of General Terms and Conditions (GTC) of the Interested Party

Should any of the Interested Party’s General Terms and Conditions conflict with or deviate from these Terms of Use, those GTCs shall not apply. This shall also be the case if DESY does not explicitly object to the General Terms and Conditions of the Interested Party.

B. Purpose of Hi-Acts Connect

The Hi-Acts Connect enquiry form on the website of the Hi-Acts platform serves exclusively to facilitate the initiation of contacts between the individual Helmholtz Centres on the one hand and the Interested Party on the other hand, with regard to potential cooperative ventures in the context of research/technology projects and services. The Hi-Acts Connect enquiry form merely provides Interested Parties with a means of submitting their enquiries about technologies and services to the individual Helmholtz Centres without further obligation. By default, these enquiries and their specific content can only be viewed by the individual Helmholtz Centres and those of their employees whose responsibility it is. This channel cannot be used to conclude contracts or submit binding offers for licence, research and development contracts, service contracts or other types of contracts for collaboration, such as cooperation agreements, and such uses are hereby expressly excluded. These require separate written agreements between the Interested Party and the individual Helmholtz Centres. Furthermore, the use of the Hi-Acts Connect enquiry form does not establish an obligation on the part of the Interested Party or the individual Helmholtz Centres to enter into a collaboration on principle.

C. Rights of use

DESY makes Hi-Acts Connect available to the Interested Party for use via the Internet in order to transmit any cooperation enquiries to the Helmholtz Centres. For this purpose, the Interested Party is granted the free-of-charge, non-exclusive, non-transferable and non-sublicensable right to access the Hi-Acts platform www.hi-acts.de and the Hi-Acts Connect enquiry form by means of a browser and an Internet connection. As long as DESY provides the Hi-Acts-Connect enquiry form free of charge, this right of use can be revoked at any time. The aforementioned right is granted to the Interested Party solely for the purpose of establishing contact with the Helmholtz Centres. DESY does not provide any further services.

D. Availability and technical disruptions

1. Availability

The Interested Party is not entitled to any specific availability of the Hi-Acts Connect enquiry form.

2. Disruptions

The Interested Party shall inform DESY immediately of any (technical) disruptions of the Hi-Acts Connect enquiry form that come to their attention, such as the failure to receive confirmation of the receipt of user information.

E. Obligations of the User

1. Power of representation

The person completing and submitting the Hi-Acts Connect enquiry form (the “User”) confirms that they are duly authorised to represent the Interested Party.

2. Proper use

The Hi-Acts Connect enquiry form may only be used within the scope of the contractual and statutory provisions; the rights of third parties (e.g. copyright, confidentiality obligations, etc.) must not be infringed upon in the process. In particular, the applicable regulations pertaining to data protection, competition law, antitrust law and copyright law must be observed when using the Hi-Acts Connect enquiry form.

3. Information about Users and Interested Parties

The mandatory fields of the Hi-Acts Connect enquiry form must be completed in full; the information requested there and all other information about the User completing the form and the Interested Party must be accurate. Should the User leave the Interested Party specified in the Hi-Acts Connect enquiry form, the User shall no longer be entitled to pursue that specific enquiry. Users shall inform the employee of the Hi-Acts platform responsible for the inquiry of the new contact replacing them and shall do so in good time before their departure.

4. Misuse

If the User and/or the Interested Party notices or suspects a misuse of the Hi-Acts Connect enquiry form, the Interested Party shall inform DESY immediately.

The use of the Hi-Acts Connect enquiry form or other contents of the Hi-Acts Connect website by means of automated programs (e.g. bots, screen scraping) is not permitted. DESY expressly reserves the rights to text and data mining (§ 44b UrhG - Act on Copyright and Related Rights).

5. System requirements

The Hi-Acts Connect enquiry form can only be used with standard browsers (Firefox, Edge, Google Chrome, Safari); JavaScript must be activated.

6. Internet connection

The Interested Party is responsible for establishing their own Internet connection and shall bear all the costs thereby incurred.

7. Backup copies

Once the completed Hi-Acts Connect enquiry form has been submitted, it will be sent to the email address provided by the User. It is the responsibility of the Interested Party to retain this data. If the Interested Party violates this obligation to make proper backups of the data, DESY’s liability for data loss shall be limited to the amount of the damage that would have occurred if the Interested Party had made proper and regular backups.

F. Provisions for data protection

Information on how personal data is processed in the context of providing Hi-Acts Connect is available at

G. Confidentiality

1. Confidential Information

Confidential Information within the meaning of Section G shall include all information that is made available to a contracting party, directly or indirectly, by another contracting party in connection with the use of the Hi-Acts Connect enquiry form and the initiation of a potential cooperation (“Purpose”) or that comes to its attention by any other means. Confidential Information from DESY also includes information from other Helmholtz Centres.

(a) Confidential Information includes, but is not limited to (aa) Technical information, including but not limited to inventions, know-how of the contracting parties as well as measuring techniques and technologies and any know-how of the contracting parties relating to these, irrespective of whether they are records, methods, techniques, processes, drafts, drawings, diagrams, product developments, software (developments), forms or analyses; (bb) Trade secrets within the meaning of the German Act on the Protection of Trade Secrets (GeschGehG); (cc) Confidential Information may also include such (technical) information and documents which in individual cases do not meet the requirements of a trade secret within the meaning of the German Act on the Protection of Trade Secrets (GeschGehG).

(b) In order to be classified as Confidential Information, it is irrelevant (aa) whether and on which medium the Confidential Information is physically represented, in particular oral information is also included; (bb) whether the contracting parties have taken other technical or organisational measures to protect confidentiality; (cc) whether the information is marked as “secret” or “confidential”.

2. Confidentiality obligation

The contracting parties undertake to

(a) treat Confidential Information provided by the other contracting party as top secret and confidential at all times.

(b) Notwithstanding its use for the designated purpose, the party receiving Confidential Information shall not use it or any part of it for its own purposes or for the purposes of any third party or to register any property rights.

(c) copy or reproduce Confidential Information only to the extent necessary for the designated purposes. Any copies or reproductions made shall also be deemed to be Confidential Information.

(d) treat the Confidential Information with the same care as their own, similar Confidential Information and to take all necessary precautions to prevent unauthorised disclosure of the Confidential Information, but at least to take appropriate measures within the meaning of Section 2(1)(b) GeschGehG at all times.

(e) not remove, alter or otherwise render unrecognisable any markings indicating that the Confidential Information is confidential.

(f) treat Confidential Information in a manner that does not remove or circumvent any technical protection measures that the disclosing party has taken to prevent or hinder unauthorised access to the Confidential Information.

(g) use any non-public products, samples, substances, materials or other items that are provided by the disclosing party to the receiving party, either temporarily or permanently, solely for the designated purpose.

(h) not obtain Confidential Information through unjustified use. Such unjustified use shall be deemed to exist in particular if the Confidential Information or the products, samples, substances, materials or other items referred to in § 2(g) are examined, tested, disassembled, decompiled, reverse engineered or analysed in any other way by the receiving party or by third parties commissioned by the receiving party. If such actions are necessary in order to achieve the intended purpose and if the disclosing party has previously expressly consented to these actions, or if mandatory law permits such actions, such actions shall not be deemed unjustified.

(i) only disclose Confidential Information to its own employees or third parties, such as consultants (authorised recipients), to whom disclosure is absolutely necessary in order to fulfil the intended purpose and who have been obliged to maintain confidentiality prior to disclosure in the same or equivalent manner as set out in these Terms of Use, or who are obliged to maintain confidentiality due to legal professional or ethical obligations. The receiving party shall be responsible for ensuring that every authorised recipient of Confidential Information complies with the terms of this Confidentiality Agreement. If a legitimate interest exists, the receiving party shall, upon written request of the disclosing party, provide in writing the names of its authorised recipients who have been given access to the Confidential Information. Any breach of the obligations arising from this Confidentiality Agreement by authorised recipients of the receiving party shall be directly attributable to the receiving party.

(j) promptly notify the disclosing party as soon as the receiving party becomes aware of any actual or potential unauthorised disclosure and/or use of the Confidential Information by a third party, and to provide reasonable assistance to the disclosing party to prevent or put an end to such disclosure and/or use.

3. Exceptions

The aforementioned confidentiality obligations shall not apply to information that falls within the definition of Confidential Information, but for which the receiving party can prove that such information

(a) had already been published or was otherwise available to the public at the time of disclosure to the receiving party; or

(b) had been published or otherwise made available to the public after disclosure to the receiving party, without any action or inaction on the part of the receiving party; or

(c) was already in the possession of the receiving party at the time of disclosure to the receiving party, without being subject to any obligation of confidentiality; or

(d) was obtained by the receiving party from a third party without breach of any confidentiality obligation; or

(e) was developed independently by the receiving party prior to disclosure.

(f) Sending information via the Hi-Acts Connect enquiry form does not constitute disclosure to the public.

4. Disclosure

DESY will use Confidential Information exclusively for the purpose of transmitting the enquiries of the Interested Party to the Helmholtz Centres. The Helmholtz Centres, in turn, have committed themselves to maintain the confidentiality of the relevant information among themselves (and towards DESY) and may exchange such information among themselves. Beyond this, the receiving party may only disclose Confidential Information provided by the disclosing party if this is required by law, a regulation or a government authority. In such cases, the receiving party shall disclose only those parts of the information that it is required to and promptly notify the disclosing party in writing of the disclosures to be made.

5. Obligation to return/delete

(a) Confidential Information in a physical form and all copies or reproductions thereof shall be returned, destroyed or deleted at any time and without delay upon written request as determined by the disclosing party. Destruction and deletion shall be carried out in the most secure manner available according to the state of the art, to the extent that this is reasonable and possible for the receiving party.

(b) The aforementioned obligations shall not apply to (i) Confidential Information stored in an electronic format (e.g. e-mail) which is copied as part of routine back-up procedures and whose deletion would only be possible with disproportionate effort; (ii) and in the event that the receiving party or its advisers are required by mandatory legal provisions to retain the Confidential Information or copies thereof. However, it is a prerequisite that such Confidential Information and/or copies thereof are treated as confidential for an unlimited period of time, in accordance with the provisions of this Confidentiality Agreement.

6. Duration of confidentiality

The obligations of the contracting parties pursuant to Paragraphs 2 and 5 of Section G shall apply for a period of ten (10) years from the date of transmission via the Hi-Acts Connect enquiry form.

H. Liability

(a) DESY shall be liable for compensation for expenses and damages (hereinafter only: “Damages”) in accordance with the statutory provisions in the following cases: in the event of liability under the Product Liability Act; in cases of wilful intent or fraudulent misrepresentation; in cases of gross negligence; for injury to life, limb or health; in the event of the acceptance of a guarantee; and in all other cases of mandatory statutory liability.

(b) DESY shall also be liable for Damages in accordance with the statutory provisions in the event of culpable breach of so-called cardinal duties. Cardinal duties in this sense are all duties the breaching of which would jeopardise achieving the intended purpose of the contract and all duties whose fulfilment makes the proper execution of the contract possible in the first place and on whose fulfilment one may ordinarily rely. However, if the breach of a cardinal duty is only due to slight negligence and does not result in injury to life, limb or health, claims for Damages shall be limited to the amount of the typically foreseeable damage.

(c) In all other respects, claims for Damages against DESY are excluded – irrespective of the legal grounds, in particular due to a material defect, defect of title and/or the breach of other obligations arising from the contractual obligation or from a precontractual obligation (e.g. within the sense of § 311(2) BGB) by DESY, the legal representatives, employees or vicarious agents of DESY, arising from § 311 a BGB or from unauthorised actions.

(d) Further statutory liability privileges with regard to the provision of services by DESY free of charge (e.g. according to §§ 521 ff., 599 ff. BGB) shall remain unaffected. In particular, DESY shall only be liable for intent and gross negligence if the use of an item is provided free of charge (loan) in accordance with §§ 599, 600 BGB, and the obligation to pay damages for defects of title or defects of the object shall be limited to cases of fraudulent intent.

(e) Insofar as DESY’s liability is limited or excluded by the above provisions, this shall also apply to the personal liability of legal representatives, employees and vicarious agents acting for DESY and the other Helmholtz Centres.

(f) The above provisions do not constitute a change in the burden of proof to the disadvantage of the Interested Party.

I. Indemnification by the Interested Party

Should the violation of rights or claims by third parties, including claims by public authorities, be asserted against individual Helmholtz Centres due to a breach by the Interested Party of its contractual obligations under these Terms of Use – such as the transmission of illegal content via the Hi-Acts Connect enquiry form or the illegal use of the Hi-Acts Connect enquiry form – the Interested Party shall immediately indemnify the Helmholtz Centres against which the claim is asserted. The Interested Party shall provide the Helmholtz Centres concerned with appropriate support in any legal defence and shall indemnify the Helmholtz Centres concerned against the costs of their legal defence. Such indemnification by the Interested Party shall however be subject to the condition that the Helmholtz Centres concerned immediately notify the Interested Party in writing of the claim; do not issue any acknowledgements or equivalent statements; and enable the Interested Party to conduct all judicial and extrajudicial negotiations concerning the claims at its own expense – to the extent possible.

J. Duration of the contract

The contract is concluded for an indefinite period and may be terminated by either party by giving four weeks’ notice to the end of any calendar month. In any case, it shall end four weeks after the last active use by the Interested Party. The Interested Party is entitled to send its notice of termination to connect@hi-acts.de. The right to terminate the contract for good cause shall remain unaffected. The confidentiality provisions in Section G - “Confidentiality” shall remain unaffected by a termination of the contract.

K. Final provisions

1. Complete agreement

This User Agreement constitutes the entire agreement between the contracting parties.

2. Use of the email address of the Interested Party

The Helmholtz Centres are entitled to send all statements and notifications relating to the contractual relationship for the provision of the Hi-Acts Connect enquiry form to the email address provided by the Interested Party. The Interested Party will regularly check the in-box of this email account.

3. Divergent agreements

Agreements deviating from these Terms of Use are only effective if they are expressly confirmed by DESY in writing or in text form.

4. Reservation of the right to change or suspend services

(a) In the case of services that are provided free of charge, DESY is entitled to change, cancel or modify these services at any time; no justification is required. DESY is therefore also entitled to discontinue the free provision of the Hi-Acts Connect enquiry form at any time.

(b) Furthermore, DESY reserves the right to amend these Terms of Use and the subject matter of the respective contractual services at any time provided this is necessary for good cause, in particular due to a change in the legal situation, technical changes or further developments or other equivalent reasons and does not unreasonably disadvantage the Interested Party. The Interested Party will be notified of any changes to the Terms of Use in writing or by email at least four weeks before such changes come into effect. The changes shall become effective if the Interested Party does not object in writing or by email within a period of four weeks after receiving notification of the change and if DESY has informed the customer of this legal consequence in the notification of the change.

5. Final provisions

(a) This User Agreement and all disputes arising in connection with it (both contractual and tortious) shall be governed exclusively by German law to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

(b) The place of jurisdiction is the registered office of DESY.

(c) Should individual provisions of this User Agreement be or become invalid or unenforceable, in whole or in part, or should this User Agreement contain a loophole, this shall not affect the validity of the remaining provisions of this User Agreement. The invalid or unenforceable provision shall be replaced by a valid provision that comes as close as possible to the economic purpose and intention of the unenforceable provision, subject to the provisions of Section 306(2) BGB. In the event of a loophole, that provision shall be deemed to have been agreed that corresponds to what would have been agreed in accordance with the economic purpose and intention of this contract if the contractual partners had considered the matter from the outset.