Terms and Conditions of Use for the Web Portal and Web tools of the Dedere Deutschland GmbH
I. Subject of the Agreement, Amendments§ 1 Subject of the Terms and Conditions of Membership and Use
(1) Dedere Deutschland GmbH, Breslauer Straße 10, 64342 Seeheim-Jugenheim, Germany, represented by its managing director, Mr. Jakob Megow, (hereinafter referred to as the "service provider") provides www.dedere.eu provides an online B2B trading platform for the raw material and food market, via which trade can be carried out worldwide (hereinafter referred to as "the portal"). The portal (www.dedere.eu) is the main domain over which the SSL certificate is used. There are further subdomains for the individual services that are only used for redirecting:
The Portal can be used as a pure information platform without identifying your personal data. In order to be able to use the online tools and platforms, you need to at least register for a free Standard Membership. Members shall use the Portal with a personal profile and can retrieve and/or use content available in both the Portal as well as the Members’ section. Further information about the services, including in particular the individual online tools, can be found in the Service Description, § 8.
(2) These Terms and Conditions of Membership and Use govern the provision of services by the Service Provider and the use of such services by you as a visitor to the platform for information purposes on the one hand, and as a correctly registered member in the Members’ section on the other hand.
(3) Where the term “User” is written in these Terms and Conditions of Membership and Use, this shall refer to the utilisation of services both in the Members section as well as in the Non-Members’ section (entire Portal).
(4) Where the term “Member” is written in these Terms and Conditions of Membership and Use, this shall refer to the utilisation of services in the Members’ section.
(5) You can find out more information about the Service Provider here.§ 2 Changes to the Terms and Conditions of Membership and Use
(1) The Service Provider reserves the right to change these Terms and Conditions of Membership and Use at any time, with such changes also taking effect during the course of any existing contractual relationships. The Service Provider shall ensure that you are informed of any such changes at least 30 calendar days in advance of the scheduled entry changes in question coming into force. If you do not object to such changes within 30 days of receipt of notification of said changes and continue to use the services following the expiry of the deadline to submit objections, the changes in question shall be agreed as effective from the deadline expiry date. If you submit an objection, the Agreement shall continue subject to the existing terms and conditions. The Service Provider shall inform you in the notification of change of your right to object and the consequences of such action.
(2) In the event of changes to the rate of VAT, the Service Provider shall be entitled to make a suitable adjustment to the fee charged to enable access to the Members’ section without the aforementioned right to object existing.
II. Member Log-in, Handling of Log-in Details, Termination of Membership§ 3 Log-in Authorisation
(1) Use of the services available in the Members’ section at the very least requires the existence of a free Standard Membership. Entitlement to membership shall only exist if it has been contractually guaranteed by the Service Provider.
(2) The registration process shall be completed subject to the data entered being checked by the Service Provider and the latter’s approval of the member in question.
(3) You shall only be permitted to log in if you are of full age and not limited in your legal capacity. Under-age individuals shall not be permitted to log in. In the case of a legal entity, only a natural person who is not limited in his/her legal capacity and is authorised to represent the entity in question may log in.§ 4 Your Application for the Members’ Section
(1) You are responsible for correctly entering all of the contact details and other information requested by the Service Provider during the registration process. In cases where a legal entity registers, the name of the natural person authorised to represent the entity in question must also be stated.
(3) Once you have entered all of the requested data and given your consent according to (2), this information shall then be checked by the Service Provider to ensure it is complete and plausible. If the Service Provider considers the information to be correct and there are no other concerns on the part of the Service Provider, the Service Provider shall then activate your account.
(4) The Service Provider reserves the right to delete user accounts after an appropriate period of time in cases where the registration process has not been completed in full.§ 5 Responsibility for the Log-in Details
(1) During the course of registration process for the Members’ section, you will be asked to enter a user name and a password. Once your account has been activated and you have provided your confirmation in accordance with § 4, you will then be able to log into the Members’ section using these details. It is your responsibility to ensure that the user name does not violate the rights of third parties, including in particular any registered names or brands, or offend common decency.
(2) You must ensure the log-in details, including the password, are kept confidential and not made accessible to unauthorised third parties.
(3) It is also your responsibility to ensure that access to the Members’ section and utilisation of the various services provided in the Members’ section are only effected by you and/or individuals you have authorised to do so. If you have reason to believe that unauthorised third parties have obtained or will obtain access to your log-in details, the Service Provider must be informed of this immediately. You shall be liable for any use and/or other activity conducted using your log-in details in accordance with the statutory provisions in place.§ 6 Updating of Member Data
You shall be obliged to keep your data (including your contact details) up-to-date. If a change is made to the entered data during the term of your membership, you must correct the details in the Portal with immediate effect in your personal settings. If this does not work, please notify us immediately of the changes to your data via email or fax.§ 7 Duration / Termination of Membership
(1) The minimum term for a Bronze or Silver Membership is 1 month. The term shall be continuously extended by an additional month if the membership is not terminated in writing at least 14 days prior to the expiry of the minimum term. Should a different minimum term have been agreed upon the term shall be continuously extended by the minimum term agreed upon if the membership is not terminated in writing at least 1 month prior to the expiry of the minimum term. Once the termination of a Bronze or Silver Membership becomes effective the account shall be changed into a free Standard Membership account. In this case the provisions for termination in accordance with section 4 shall remain valid.
(2) The minimum term for a Gold Membership is 6 months. The term shall be continuously extended by an additional 6 months if the membership is not terminated in writing at least 3 months prior to the expiry of the minimum term. Should a different minimum term have been agreed upon the term shall be continuously extended by the minimum term agreed upon if the membership is not terminated in writing at least 3 months prior to the expiry of the minimum term. Once the termination of the Gold Membership becomes effective the account shall be changed into a free Standard Membership account. In this case the provisions for termination in accordance with section 4 shall remain valid.
(3) It is at any time possible to upgrade a Bronze, Silver or Gold Membership into a membership providing a more exstensive service package. In this case the higher invoice amount shall only be charged in the month after which the upgrade has taken place. The invoicing period and the contract term of the previously existing membership shall remain effective. The minimum term will restart once the upgrade has been completed.
(4) It is possible to downgrade a silver or Gold Membership into a membership with a less exstensive service package prior to the next termination date. The invoicing period and contract term of the previously existing memberhip shall remain effective.
(5) The free Standard Membership can be terminated in writing or by phone at any time with immediate effect. The Service Provider shall be entitled to permanently delete any data created within the framework of your membership 30 calendar days after termination takes effect, as well as following the expiry of any statutory retention periods.
III. Services and Content on the Portal§ 8 Scope of Services and Availability of Services
(1) Depending on the services you have chosen, the Service Provider shall provide you with different information services and other services to be used for a limited period of time. Certain services may only be used subject to payment of a fee (see § 13). The following graphic
provides an overview the membeships available and the services they include: At present, the following services may be used through membership of the Portal via the respective domains:
„Novella Agri“ (www.mundus-agri.eu)
News and Information Platform
- News: Provision of reports and information about the food and feed market. This does not just involve import or export statistics, but also all kinds of information that could be of interest to the respective target group.
- Price Charts: Indication of the latest commodity prices
- Price Reporting Stations: Indication of commodity prices from the origin
- Chargeable News: Provision of news from service providers or third parties
- Mailmanager: Mailing of news
The Crop Calendar
- Crop Calendar: Preparation of harvest periods and crop sizes for a particular commodity in calendar, table or map format
- Trade Fair Calendar: Illustration of global trade fair dates in calendar, table or map format
- Timetable: Management of your own dates
„Mundus Agri“ (www.mundus-agri.eu)
The Professional Trading platform
- Offer creation based on the following information: product name, origin, packaging and product specification. Once approved (audition of the customer), orders can be created and dispatched. The products are updated on the platform by the Service Provider using the specified standard names. The Service Provider has clear requirements for product names and integrates the products directly into the system. They are structured and arranged in a clear manner in a supplier database. Internationally applicable standards and applicable customs tariff numbers are thereby taken into account.
- Enquiry creation based on the following information: Product name, origin, packaging and product specification. Once approved (audition of the customer), enquiries can be created and dispatched. The searched products are updated on the platform by the Service Provider using the specified standard names. The Service Provider has clear requirements for product names and integrates the products directly into the system. They are structured and arranged in a clear manner in a supplier database. Internationally applicable standards and applicable customs tariff numbers are thereby taken into account.
- Mailmanager: Dispatch of enquiries and offers
- Analyses and Statistics: Regarding the enquiries and offers
- Legal Compliance: Taken from the General Terms and Conditions of Business
The following online software is also available:
Offering Tool „Incursio“
Offer creation based on the following information: product name, origin, packaging and product specification. Once approved (audition of the customer), orders can be created and dispatched. The products are updated on the platform by the Service Provider using the specified standard names. The Service Provider has clear requirements for product names and integrates the products directly into the system. They are structured and arranged in a clear manner in a supplier database. Internationally applicable standards and applicable customs tariff numbers are thereby taken into account.
Enquiring Tool „Procuro“
Product enquiry based on the following information: Product name, origin, packaging and product specification. Once approved (audition of the customer), enquiries can be created and dispatched. The searched products are updated on the platform by the Service Provider using the specified standard names. The Service Provider has clear requirements for product names and integrates the products directly into the system. They are structured and arranged in a clear manner in a supplier database. Internationally applicable standards and applicable customs tariff numbers are thereby taken into account.
Correspondents’ Tool „Scriptor“
Publication of news and information for customers on the “Novella Agri” news platform in order to make market knowledge and skills available to a wider audience. The author can view detailed statistics and analyses for each publication and mailing.
- Fixed Price Per Item: Define an individual fixed price for each item. Bills shall be settled via the Service Provider. The Service Provider shall transfer the money to your bank account at the end of the month, minus a fee.
- Click Rates: You create your news and information at no cost and we will settle a figure with you based on the click rates. The more users that click on your report, the higher the amount that the Service Provider will transfer to you at the end of the month.
Call Centre Cool „Vocatus“
- Creation of call centre assignments
- Call centre assignment carried out by the creator or third parties
- Analysis and statistics for the call centre assignment. Documentation of the handled call, along with recording of call where necessary
Mailing Tool „Mailmanager“
You can use the Mailmanager to send messages with the following content:
Offers, enquiries, invitations, greetings cards; this service also include professional templates with tailored content as well as analyses and statistics.
Advertising Tool „Ostentus“
- Members can place advertising in the form of banners (first phase)
- Campaigns can be managed with a defined budget
- Analyses and statistics
Within the framework of these services ut is also possible to insert sales quotes, place advertising, make data available or retrieve and/or publish articles, image and sound documents, information and other content etc. (hereinafter referred to jointly as “content”). There is also the option to get in contact with other users by composing personal messages. The content and scope of the various services is defined according to the respective contractual agreements, or according to the latest functionalities available on the Portal in other cases.
(2) The services available on the Portal may also include third party services to which the Service Provider merely provides access. Different or additional provisions to those contained in these General Terms and Conditions of Membership and Use, which shall be notified to you by the Service Provider, may apply to the utilisation of such services – which may be respectively labelled as third party services.
(3) Within its own remit, the Service Provider shall ensure an average monthly availability figure of 97% for access purposes as well as for all chargeable services. The availability calculation does not include regular maintenance windows for the web portal, which are undertaken every Sunday night between 2:00 am and 4:00 am. In all other cases, there shall only be entitlement to use the services available on the Portal within the framework of what is technically and operationally feasible for the Service Provider. The Service Provider shall strive to ensure interruption-free operation of its services where possible. However, temporary restrictions or interruptions may arise as a result of technical faults (e.g. interruption to power supply, hardware and software faults, technical problems related to data cables).§ 9 Changes to Services
The Service Provider shall be entitled at any time to make changes to services provided free of charge on the Portal, make new services available either free of charge or subject to a fee and stop providing services free of charge. In doing so, the Service Provider shall take your justified interests into account.§ 10 Protection of Contents, Responsibility for Third Party Content
(1) The contents available on the Portal are predominantly protected by copyright or other industrial property rights and are the respective property of the Service Provider, other members or other third parties who have provided the respective contents. The compilation of content as such is protected, where applicable, as a database or sui generis database right within the meaning of §§ 4 para. 2, 87a para. 1 of the Copyright Act (UrhG). You may only use these contents in accordance with these General Terms and Conditions of Membership and Use as well as within the framework specified on the Portal.
(2) The contents available on the Portal are partially created by the Service Provider and partially by other members and/or other third parties. The contents from members (e.g. offers) and other third parties is hereinafter referred to as “third party content". The Service Provider shall not perform any checks on third party content in terms of its completeness, accuracy and lawfulness, and shall not therefore assume any liability or provide any guarantee regarding the completeness, accuracy, lawfulness and up-todateness of the third party content. This shall also apply if the data from the third party content is categorised, sorted or edited in the broadest sense by the Service Provider. The same applies with regard to the quality of third party content and its suitability for a specific purpose, including third party content on linked external websites. The members are in particular responsible for checking any images and photographs they use with regard to existing third party licences or rights and providing them with the necessary acknowledgements where required. All content on the Portal is regarded as third party content, with the exception of such content carrying the Service Provider’s copyright notice.
IV. Utilisation of Services on the Portal by You§ 11 Extent of Permitted Use, Monitoring of Usage Activity
(1) Your usage rights are restricted to access to the Portal as well as to use of the respectively available services on the Portal within the framework of the provisions contained in these Terms and Conditions of Membership and Use.
(2) You are personally responsible for ensuring the technical pre-requisites required within your remit for the contractually compliant use of the services. The Service Provider shall not be responsible for providing you with advice in this regard.
(3) The Service Provider wishes to point out that your usage activities may be monitored to the extent permissible by law. This may also include the pseudonymous monitoring of usage activities and, where applicable, the logging of IP connection data and conversation flows as well as their analysis if there is specific suspicion of a breach of these Terms and Conditions of Membership and Use and/or specific suspicion of the existence of another illegal act or criminal offence.§ 12 Creation of User Profiles
(1) Where the functionality is available in the Members’ section, you will be able to customise your user profile according to your requirements within the framework of these Terms and Conditions of Membership and Use. Please ensure you take note of the restrictions contained in § 15.
(2) The Service Provider shall not typically perform any checking of the identity of the profile owner and the information contained in the profiles. As a result, the Service Provider shall not provide any guarantee that each profile owner is the individual from whom the respective profile owner is derived.
(3) Member profiles are non-transferable and must not be transferred for use by third parties.§ 13 Chargeable Services
(1) The individual fees for the services provided by the Service Provider are paid in the selfcreated currency of “Coins”. They may be purchased by credit card from the Service Provider and are debited from the member’s Coins account when used. The latest pricing can be found at: https://www.dedere.eu/website/index/priceList
(2) The following services are chargeable and are also labelled as such by the Service Provider:
- Rental of addresses (Forum Dedere; 12 months): 20 Coins
- Emailing (Mailmanager): 1 Coin per address used
- Call centre call (Vocatus): 30 Coins
(3) The Service Provider shall send invoices regarding successful Coins purchases to the member via email, doing so using the email address provided.
(4) In cases where the member is responsible for the breach in question, the Service Provider reserves the right to calculate an appropriate fee to cover expenses for deleting offers or content or blocking members due to a breach of the General Terms and Conditions of Business. Likewise, the Service Provider may charge an appropriate fee to re-activate a blocked member account. Furthermore, the Service Provider may also charge an appropriate fee to cover expenses if the provider deletes or withdraws its offer after the buyer has indicated a willingness to purchase, e.g. by submitting an order.
(5) The Service Provider may amend the fees for the individual services at any time or add new chargeable services. Price changes shall be notified to members via email 30 days prior to their entry into force. If the member does not agree to the price rise, an extraordinary right of termination shall exist for both parties.§ 14 Uploading of Your Own Content by You
(1) Where the functionality is available to do so on the Portal, you may upload your own content onto the Portal in accordance with the following provisions, thus making it available to third parties.
(2) By uploading content, you shall grant the Service Provider free-of-charge and transferable rights of use for the respective content, including in particular
- the right to save content on the Service Provider’s server and publish said content,including in particular making such content publicly available (e.g. by displaying the content within the framework of the respective service),
- the right to edit (i.e. categorise, sort, translate and standardise) and copy content, insofar as such action is necessary for the provision and/or publication of the respective content, and
- the right to grant rights of use for your content – including those of a chargeable nature – to third parties in accordance with § 15.
If you wish to withdraw the content you uploaded onto the Portal, then the aforementioned rights of use and exploitation granted to us shall expire. However, we shall be entitled to retain any copies created for security and/or documentary purposes. The rights of use already granted to users for content uploaded by you shall remain unaffected.
(3) You shall be fully responsible for any content that you have uploaded; this shall also apply explicitly if your content was edited by the Service Provider in accordance with (2). Upon uploading the content, you are guaranteeing its accuracy, lawfulness and availability. The Service Provider shall not perform any checks on content in terms of its completeness, accuracy, lawfulness, up-to-dateness, quality and suitability for a specific purpose. You hereby declare and guarantee to the Service Provider that you are the sole owner of all rights to the content you have uploaded onto the Portal, or are otherwise entitled (e.g. by way of effective permission granted by the rights holder) to upload content onto the Portal and grant rights of use and exploitation according to the aforementioned Paragraph (2).
(4) The Service Provider reserves the right to reject the uploading of content and/or edit, block or remove previously uploaded content without any prior announcement if the uploading of content by the user or the uploaded content itself resulted in a breach of § 16, or there are specific reasons to believe that such action will result in a serious breach of § 16. However, the Service Provider shall take your justified interests into account here and opt for the least stringent means to prevent a breach of § 16.
(5) With regard to the “Dedere Emporium” trading platform, the Service Provider shall be entitled to check uploaded content on a random basis; it may delete such offers without any further queries, including in particular offers that have been uploaded to an incorrect marketplace category. Furthermore, the Service Provider shall also have the authority to rename, divide, merge, remove or re-introduce offer categories and move current offers accordingly into another category or delete said offers. The Service Provider shall in any case only edit the offer based on its sorting and not its content; (3) shall remain unaffected.§ 15 Rights of Use for Content Available on the Portal
(1) Unless explicitly permitted in these Terms and Conditions of Membership and Use or enabled on the Portal by way of suitable functionality (e.g. download button),
- you may only retrieve online and display content available on the Portal for your own commercial purposes. This right of use is limited to the duration of your contractually compliant use of the Portal and/or Members’ section;
- you shall not be permitted to edit, alter, translate, present or showcase, publish, exhibit, copy or disseminate the content available on the Portal, either in full or in part. This applies in particular to address data that was rented within the framework of “Forum Dedere”. Likewise, you shall not be permitted to remove or alter copyright notices, logos and other labels or protective markings.
(2) You shall only be entitled to download and print content if the download and print functionalities are available on the Portal (e.g. by way of a download button). You shall be given unlimited and non-exclusive rights of use for content that you have downloaded and/or printed correctly to use for your own purposes. If the content is transferred to you in the Members’ section subject to a fee being charged, full payment for the respective content shall constitute an additional pre-requisite for the granting of such rights. In all other cases, all rights for the content shall remain with the original rights holder (the Service Provider or the respective third party).
(3) Your mandatory statutory rights (including copying rights for private use and other personal use according to § 53 of the Copyright Act (UrhG)) shall remain unaffected.§ 16 Banned Activities
(1) You shall not be permitted to carry out any activities on and/or in conjunction with the Portal that are in breach of the applicable laws, violate the rights of third parties or are in breach of the principles on the protection of minors. You shall not be permitted to carry out the following acts in particular:
- Upload, disseminate, offer and advertise content, services and/or products that are of a pornographic nature, violate laws on the protection of minors, data protection laws and/or any other applicable law and/or are of a fraudulent nature;
- use content that offends or slanders other members or third parties;
- Use, provide and disseminate content, services and/or products protected by law or encumbered with third party rights (e.g. copyright) without being expressly authorised to do so.
(2) Furthermore, you shall not be permitted to carry out the following activities, regardless of any potential legal offence when uploading your own content onto the Portal or when communicating with other users (e.g. by sending personal messages, participating in chat forums or writing guest book entries):
- Spread viruses, trojans and other harmful files;
- Send junk or spam emails and chain letters;
- Disseminate offensive, lewd, sexually explicit, obscene or defamatory content and/or communication as well as such content and/or communication that may promote or support racism, fanaticism, hatred, physical violence or unlawful acts (either explicitly or implicitly);
- Harass other members, e.g. by way of repeated personal contact without a response or contrary to a response by the other member, as well as promote or support such harassment;
- Demand to other members that they divulge passwords or personal data for commercial or unlawful purposes;
- disseminate and/or distribute to the public any content available on the Portal if you have not been explicitly authorised to do so by the respective creator or it has not been explicitly made available to you as functionality on the Portal.
(3) Furthermore, you are not permitted to perform any act that may impair the smooth operation of the Portal, including in particular excessively overloading the Service Provider’s systems.
(4) If you become aware of an illegal, improper, non-conforming or otherwise unauthorised use of the Portal, please contact email@example.com The Service Provider will then examine proceedings and initiate appropriate steps where necessary.
(5) In the event of any suspicion of illegal and/or criminal acts, the Service Provider shall be entitled and, where applicable, obligated as well to monitor your activities and initiate suitable legal measures where necessary. This may also include forwarding a particular case to the public prosecutor’s office.§ 17 Blocking of access
(1) The Service Provider may temporarily or permanently block your access to the Members’ section if there are specific reasons to believe that you are in breach of and/or have breached these Terms and Conditions of Membership and Use and/or applicable laws, or if the Service Provider has another justified interest in blocking such access. The Service Provider shall take your justified interests into account in an appropriate manner when deciding on blocking access.
(2) The following in particular constitute reasons for blocking access:
- Providing incorrect contact details, incorrect or invalid email address
- Transferring the member account or transferring in an unauthorised manner to a third party
- If other members suffer significant losses, including in particular misuse of the Service Provider’s services or failure to observe contractual obligations.
(2) In the event of any temporary and/or permanent blocking of access, the Service Provider shall block your access authorisation and inform you about this via email.
(3) In the event of any temporary blocking of access, the Service Provider shall re-activate your access authorisation following expiry of the blocking period and inform you about this via email. A permanently blocked access authorisation cannot be re-activated. Permanently blocked individuals are permanently locked out of the Members’ section and are not allowed to re-register.
V. Processing of Your Personal Data§ 18 Data Protection
(1) One of the quality standards pursued by the Service Provider is to handle all user data in a responsible manner (“data” includes personal data as well as company-related data). The data resulting from use of the Portal, logging in to the Members’ section and use of the available services shall only be collected, stored and processed by the Service Provider insofar as it is necessary to ensure the contractually compliant service provision and is permitted by statutory provisions. The Service Provider shall handle your data in a confidential manner as well as in accordance with the provisions of the applicable data protection legislation and shall not disclose it to third parties.
(2) By logging in to the Portal, you are thus granting your consent for the data you have entered to be processed and stored (see above in § 4).
VI. Limitation of Liability§ 19 Limitation of Liability for Free-of-Charge Services
If you incur losses as a result of using the services made available free of charge on the Portal (including any retrieval of free-of-charge content), the Service Provider shall only be liable insofar as the losses in question are incurred as a result of the contractually compliant use of the free-of-charge content and/or services, and only in the event of intent (including malice) and gross negligence on the part of the Service Provider.
§ 20 Limitation ofLliability for Chargeable Services
(1) The Service Provider shall be liable according to the following provisions within the framework of any use by you of chargeable services (including any retrieval of chargeable content): The Service Provider shall exclude its liability for slightly negligent breaches of duty unless these concern injury to life, physical injury, damage to health, breaches of guarantees, or claims relating to the law on product liability (Produkthaftungsgesetz). Furthermore, this shall not affect liability for the breach of duties that must be fulfilled in order to execute this Agreement properly and which you may normally be entitled to expect. The same applies to breaches of duty by the Service Provider’s vicarious agents.
(2) The Service Provider shall not be liable for technical problems as a result of which offers or orders cannot be accepted or processed, or are accepted or processed late or incorrectly. In this particular context, the Service Provider shall in particular not provide any guarantee regarding the system clock being in synchronisation with an officially defined time.
(3) The Service Provider is not obliged to check the offers, ratings and other content published by the members on the platforms and shall not assume any liability for the following:
- The truthful and correct structuring of offers;
- The quality, safety, legality or availability of offered products
- Losses incurred by a member as a result of conduct by another member in conjunction with use of the Portal.
VII. Other Provisions§ 21 Severability Clause
Should a provision in these Terms and Conditions of Membership and Use be or become invalid, this shall not affect the validity of the remaining provisions.§ 22 Applicable Law
These Terms and Conditions of Membership and Use are subject to the law of the Federal Republic of Germany, excluding UN sales law (United Nations Convention on Contracts for the International Sale of Goods, CISG).§ 23 Place of Jurisdiction
If you are a merchant, the sole German place of jurisdiction for all disputes arising from or in conjunction with this Agreement shall be Darmstadt.