1.1. The following general terms and conditions (“GTC”) apply between Cleriti House BV, Zuid Hollandlaan 7, 2596 AL, Den Haag, The Netherlands (“Cleriti”) and the “Client” (as defined in the subscription agreement) for the use of the website at https://cleritihouse.com/ and the Cleriti portal (“Cleriti Portal”) at https://portal.cleritihouse.com.

1.2. The Cleriti Portal is exclusively for entrepreneurs. Consumers are excluded from using it.

1.3. Conflicting or deviating terms and conditions of the Client are not recognized.

2.1. Cleriti offers subscription models for the use of the Cleriti Portal, which can differ according to the scope, number of reports, customizations and other elements as per the tailormade subscription agreement.

2.2. A subscription agreement for the use of the Cleriti Portal is concluded between Cleriti and Client by (digitally) signing the subscription agreement that Cleriti provides to the Client which includes the relevant commercial conditions and a reference to the Cleriti Portal GTC.

2.3. After conclusion of the agreement, Cleriti will send the Client a link to the Cleriti Portal where the Client can create the account(s). During the contracting and registration process, Client will provide the information as requested.

3.1. The Cleriti Portal is an online tool with which Client can carry out the copyright transparency obligations that apply to Client. On the Cleriti Portal or in the account the Client can, among other things, store and adjust company and Client and user profile data, production and usage data, as well as data on contractual partners and creative talent. Furthermore Client can create, preview and send reports. The account can be accessed at any time by clicking the “Login” button on the Cleriti website. Further functions and background information can be found in our product descriptions or through the FAQs on the Cleriti website.

3.2. If the subscription agreement provides for an enterprise account, the affiliated companies of the Client may also access and use the Cleriti Portal via their separate accounts.

3.3. Client shall oblige all users and the affiliated companies (if any, see Clause 3.2) accessing the Cleriti Portal to comply with all obligations set out herein.

3.4. The Cleriti Portal does not constitute any legal advice. The Client has to check and fulfill the copyright obligations that apply to the Client. The Client must independently review and decide to whom information should be disclosed and what information should be disclosed and whether any proposals in the Cleriti Portal are legally sufficient, appropriate and correct to fulfill the transparency obligations specifically applying to the Client. In cases of doubts, the Client should always seek individual and separate legal advice.

3.5. With regard to the subject matter of the agreement, there are no legal or contractual relationships between Cleriti and any other third parties (e.g. rights holders, collecting societies or public authorities). Cleriti is not in any legal relationship with any governmental body and is not commissioned by any companies, associations or collectives.

3.6. The use of the Cleriti Portal by the Client does not create any contractual or other legal relationship with authors or performing artists or contractual partners of the Client. Cleriti is not obligated to provide any services or to comply with any obligations and will not process any claims or rights of authors or performing artists asserted against Cleriti and will not forward them to the Client.

3.7. Cleriti is entitled to conclude independent contracts with authors, performing artists and other third parties for the provision of services, irrespective of the above provisions.

3.8. The functions of the Cleriti Portal are constantly being developed and improved. Cleriti reserves the right to change, extend or omit individual functions or parts thereof at any time or to discontinue them completely, provided that the purpose and subject matter of the agreement is not unreasonably changed thereby.

4.1. Client is prohibited from acting under any identity other than their true identity. The account(s) may only be used by the registered company or person or by a person expressly authorized by them to do so.

4.2. The Client shall adequately protect its access data, shall not disclose it to unauthorized third parties and shall safeguard it. The Client is obliged to inform Cleriti immediately about any misuse of the access data. In this case, as well as in the case of justified suspicion of misuse of the account, we are entitled to block the account until the facts are clarified. The Client is liable for any unauthorized use of the account; Cleriti assumes no responsibility for the loss or misuse of access data.

4.3. The Client warrants that the information provided by Client, deposited and/or uploaded data, images and other content (hereinafter referred to as “Information”) do not violate the law, third party intellectual property rights, official requirements, morality or public order and that all Information is accurate, current and complete. In the event of a violation of this clause, the Client is obliged to indemnify Cleriti upon first request against all claims of third parties that are asserted against Cleriti due to a violation of this clause by the Client and shall reimburse Cleriti for reasonable damages and costs of legal defense.

4.4. In case of an improper use or misuse of the Cleriti Portal or a relevant violation of these GTC, Cleriti is entitled to exclude the Client and/or affiliated companies (if any, see Clause 3.2), depending on the severity of the violation and the circumstances, from the use partially or completely and also permanently. Cleriti expressly reserves the right to further legal claims, in particular for damages.

5.1. Information, content or images on the website or the website as such or any databases may be copyrighted and owned by Cleriti.

5.2. The Client receives a non-exclusive, non-sublicensable, non-transferable right, revocable at any time, to use the Cleriti Portal, including the content accessible via it, for the duration of the contractual relationship and exclusively for internal purposes. Use is only permitted for the purposes set out in these GTC. Any use and/or reproduction deviating from this is not permitted and requires the prior express consent of Cleriti.

We inform in our privacy policy how we handle your and the personal data entered in the Cleriti Portal.

7.1. Cleriti shall be only liable (i) in case of intent or gross negligence, (ii) for injury to life, body or health, (iii) according to the provisions of the Product Liability Act as well as (iv) to the extent of an assumed warranty.

7.2. In case of a slightly negligent breach of an obligation that is essential for the achievement of the purpose of the contract (“cardinal obligation”), Cleriti’s liability shall be limited to the amount of the damage that is foreseeable and typical according to the type of the transaction in question.

7.3. The above limitation of liability also applies to the personal liability of employees, representatives and bodies of Cleriti.

7.4. Cleriti does not guarantee the uninterrupted availability of the Cleriti Portal and is not liable for any outages or non-availability.

7.5. Cleriti does not verify or check any data or information provided by Client in the Account or in reports and disclaims any warranty that the information is accurate, complete, current or legally permissible.

8.1. The fees for subscriptions and use of the Cleriti Portal are based on the current price list or a separate agreement between the parties and unless otherwise stated in writing, the prices quoted by are always exclusive of VAT.

8.2. Cleriti is entitled to index its prices and rates annually in accordance with the CBS consumer price index (CPI) and to pass on price increases of third-party suppliers.

8.3. Cleriti will invoice at the beginning of each annual subscription period, unless otherwise agreed. The invoiced fees are due for payment within fourteen (14) days.

8.4. Unless otherwise agreed in the subscription agreement (in particular in the event of an agreed fix subscription term), the subscription agreement shall be concluded with an initial term of twelve (12) months. After expiry of the initial term, the agreement shall be automatically extended for one or more consecutive twelve (12) months periods, unless the agreement is terminated by either party upon three (3) months’ notice to the end of the then current twelve (12) months period. The ordinary notice of termination may be given for the first time with three (3) months’ notice to the end of the initial term.

8.5. The right to extraordinary termination of the agreement without notice for good cause remains unaffected. An important reason for Cleriti is in particular the misuse of the account as well as the failure of due payments by the Client.

8.6. Without affecting the existing payment obligations, the account and the deposited information can be deleted by the Client at any time. If the Client decides to delete the account or if the subscription agreement is terminated by one of the parties, the information concerned will be irrevocably deleted within a maximum of two (2) weeks, unless individual information is required for the execution of the agreement.

9.1. Should individual provisions of these GTC be or become invalid, the validity of the remaining provisions shall remain unaffected. In place of the invalid provision, the relevant statutory provisions shall apply. This applies accordingly to the filling of any regulatory gaps in these GTC.

9.2. The GTC and the text of the agreement will not be stored separately by us upon conclusion of the agreement.

9.3. For German based Clients German law shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG of 11.04.1980) and the conflict-of-law rules of private international law and the place of jurisdiction shall be Munich.

9.4. For Netherlands based Clients Dutch law shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG of 11.04.1980) and the conflict-of-law rules of private international law and the place of jurisdiction shall be Amsterdam.

9.5. For Clients based in other countries than Netherlands and Germany, Dutch law shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG of 11.04.1980) and the conflict-of-law rules of private international law and the place of jurisdiction shall be Amsterdam.