Alliance Mobile Apps - Terms and Conditions

General Terms and Conditions of Use for the Mobile Apps of Alliance

Introduction

1. The Mobile Apps of Alliance (each, an Application, together referred to as "Applications" or “Mobile Apps”) are operated and provided by Alliance Construction Materials Limited or its subsidiaries and affiliates (each individually referred to as “Alliance”), with which the customer has an ongoing business relationship.  Alliance enables its corporate customers ("Customers") via the Applications to view orders at the respective Alliance, to track deliveries to the Customer and to view and manage documents, such as invoices or delivery notes, whereby the scope of functions of both Applications may differ in detail.

User Agreement, classification within the existing contractual relationships

1. These General Terms of Use ("GTC" or "User Agreement") shall apply between Alliance and the Customer if these contracting parties have already concluded one or more existing framework agreements, sales price agreements or other supply and/or service agreements which go beyond the one-time purchase of the product ("Agreement") and if the authorized user (see § 2 para. 2) accepts these GTC ("Conclusion of Agreement"). The Authorized User (see § 2 para.2) is deemed to be authorized by the Customer for the conclusion of this User Agreement. Access to the Applications is free of charge.
2. An authorized user is in particular an employee of the Customer, a contractual partner of the Customer or any other third party connected with the respective project in a relevant way (in particular architects, construction managers, contractors) (“Authorized User”), who is entitled towards Alliance and permitted by the Customer to access the Applications and the respective contents of the Customer (see § 2 para. 3) in accordance with these GTC.
3. However, content is only available to the Customer and the Authorized User if the Customer has an existing Agreement with Alliance in place, which provides certain contents to be displayed via the Applications.
4. Alliance is not obliged to provide or maintain access to the Applications to the Customer, particularly not with the reasoning of having an existing Agreement in place. Therefore, the Customer has no claim to demand the use of the Applications. Furthermore, Alliance is not obliged to conclude an Agreement with the Customer in order to provide or maintain access to the Applications.
5. The Customer is aware that the execution of existing Agreements is not dependent upon the access to the Applications or their use. The Agreement and the related performance obligations exist independently of these GTC. The Agreement and the rights and obligations of the parties arising out of the Agreement are neither changed, nor amended or otherwise affected by these GTC.

Subject of contract, scope of services, webview, invitation function

1. The object of these GTCs is the voluntary and free of charge provision of an additional communication channel to the existing telephone and electronic (e-mail) means of communication between Alliance and the Customer (together "Existing Channels") to inspect orders from Alliance  concerned, to track deliveries to the Customer and to manage documents such as invoices or delivery notes. The parties are under no obligation whatsoever under these GTC to use the Applications. The use of the Existing Channels remains unaffected and therefore possible for both parties.
2. Furthermore, Alliance shall enable the Customer to confirm the goods receipt via the Applications, such that the Customer is able to confirm goods are received in good order, similar to signing a paper delivery docket, in relation to the respective Agreements with Alliance. Separate contracts are not concluded due to the individual delivery confirmations via the Applications but rather relate to the underlying respective Agreements.
3. The Applications offers the Webview function. Authorized Users can thus grant to other Authorized Users of the same Customer (see § 2 para. 2) the right to view delivery note data (in particular product type, place of delivery, delivery time) with regard to a specific Customer order. Upon request, the Authorized User will receive a text message from Alliance , which the Authorized User can copy and send to other Authorized Users of the same Customer. In order to use the Webview function, the Customer must have authorized his Authorized Users to do so.
4. The Mobile offers an invitation function. Authorized Users can thus invite other Authorized Users of the same Customer (see § 2 para. 2) to use the Applications and grant them access to certain data (in particular product type, place of delivery, delivery time) of delivery notes or orders of the Customer. The Authorized User can generate an invitation link from the Mobile Apps, copy it and send it via e-mail or message to other Authorized Users of the same Customer. To use the invitation function, the Customer must have authorized his Authorized Users to do so.
5. The functions of the Applications can change at any time. The possibility of using certain functionalities, their adjustment to certain processes of the Customer and the Authorized User or compatibility with certain browsers or mobile devices is not guaranteed. In particular, during maintenance work and in the event of third-party intervention, as well as for other technical reasons, the Applications may at any time be temporarily unavailable or only available to a limited extent. In such cases, the parties shall make use of the Existing Channels. § 5 must be observed.

Alliance is entitled to change, restrict or completely deactivate the functions of the Applications at any time. Use is no longer possible in the latter case. § 5 must be observed.

Receipt of access data, obligations and liability of the Customer, indemnification

1. Access to the Applications is available to the Authorized Users of the Customer upon request to Alliance with which the Customer has concluded an Agreement. In addition, Alliance can invite the Authorized Users of the Customer via e-mail after approval by the Customer and grant access to the Applications. The Customer represents that he acts in his capacity as entrepreneur (i.e. not as a consumer) and to be party to an Agreement with Alliance when registering an Authorized User. Furthermore, the Customer represents that the registration data (name, country, market, company name, customer number, e-mail address and telephone number) are always correct and accurate. In case of a change of this data the Customer is obliged to immediately communicate its current data to Alliance.
2. Access credentials must always be treated confidential by the Customer and may not be passed on to third parties, unless this is expressly regulated otherwise in these GTC. They must be protected against access by unauthorized third parties and against access and knowledge by unauthorized persons by means of current technology measures. The Customer bears the sole responsibility for the use of the access credentials and is obliged to notify Alliance immediately in the event of any indication of misuse of the access by third parties.
3. The Applications may only be used by the Customers of Alliance and their Authorized Users. The functions described under § 3 para. 4 and para. 5 may only be used by Authorized Users and for purposes permitted under these GTC.
4. The Customer shall use the services of the Applications only for permissible purposes and shall in particular comply with the provisions of applicable data protection and antitrust law and procure the named Authorized Users to comply with the statutory regulations. Alliance reserves the right to temporarily block Authorized Users from using the Applications in order to carry out a check as to whether these requirements are being complied with.
5. The Customer is obliged to fully inform its Authorized Users about the aforementioned obligations and to impose these obligations on them. The Customer is liable for breaches by its Authorized Users. This also applies if the Authorized User was not informed about the respective obligation due to the Customer's failure to do so.
6. In particular, the Customer is obliged to inform and oblige the Authorized Users to use the functions described in § 3 para. 4 and para. 5 in a legally compliant manner, particularly to comply with the regulations of applicable data protection and anti-trust law. In case of doubts about the use of the Applications in compliance with applicable law and these GTC, Alliance reserves the right to temporarily block Authorized Users from using the Applications in order to carry out a check as to whether these requirements are being complied with. To the maximum extent permitted by law, Alliance is released from any liability in this respect.
7. Breaches by users who are not Authorized Users, but whose access to the Applications was initiated by the Customer or its Authorized Users in violation of these GTC, shall also be attributed to the Customer.

Obligation for data backup by the customer

The Applications do not serve to retain or secure the Customer's content or to comply with the Customer's statutory retention obligations (e.g. under commercial or tax law). It is the Customer's responsibility to separately retain and secure all content in the Applications in accordance with its legal obligations. and with the due diligence of a prudent businessman. For certain contents, portal functions are available for export, which the Customer must use at his own responsibility. For the avoidance of doubt, to the maximum extent permitted by applicable law, Alliance shall not be liable for the Customer’s obligations to retain and secure content.

Rights of Alliance

If the Customer or its Authorized Users violates one or more of its obligations under these GTC, in particular under § 4, or if the Customer or one of its Authorized Users endangers the data or system security of the Applications through its conduct, Alliance is entitled to immediately temporarily or permanently block the access of the Customer and its Authorized Users to the Applications, at its sole discretion. Alliance shall notify the Customer in writing (which includes e-mail) of the restriction to be determined in the individual case. Further rights shall remain unaffected.

Services of third-party providers: Use of Google Maps and Apple Maps

1. Third-party software may be used as part of the Applications with the permission of the respective licensor or copyright holder. The terms and conditions of these third-party providers shall be applicable. Any warranty or other assurances on behalf of Alliance regarding this third-party software are excluded.

 2. Mobile Apps 

The Mobile Apps  uses Google Maps if accessed with an Android device or if Google Maps is installed on an Apple device. The use of Google Maps by the Customer or the Authorized User is subject to the current additional terms and conditions for Google Maps / Google Earth at https://maps.google.com/help/terms_maps.html and the Google Privacy Policy at https://policies.google.com/privacy?hl=de.

The use of Google Maps by the Customer or Authorized User is at their own risk. Location data may not be accurate.

If the Mobile Apps  is accessed with an Apple device and Google Maps is not installed, the Mobile Apps uses Apple Maps. The use of Apple Maps by the Customer or Authorized User is subject to the current terms of use for Apple Maps at https://www.apple.com/legal/internet-services/maps/terms-de.html and the Apple Privacy Policy at https://www.apple.com/privacy/.

The use of Apple Maps by the Customer or Authorized User is at their own risk. Location data may not be accurate.

 Intellectual property of the Applications, granting of usage rights

1. The Applications and all updates are protected by copyright. The Customer and its Authorized Users are only authorized to use the Applications and to install the Mobile Apps on the condition that these GTC are complied with.
2. The use of the Applications exceeding the permitted scope of use described in these GTC is not permitted. In particular, any reproduction of the Mobile Apps  that exceeds the intended use on a mobile device is not permitted, nor is public access, modification or decompilation of the Applications. The granting of sub-licenses is also not permitted.
3. The granted usage rights expire in the event that the respective access data is blocked or the Mobile Apps  is removed from the mobile device.
4. Section 60 of the Hong Kong Copyright Ordinance (Cap. 528) shall remain unaffected.

 Biometric Identification

（"Biometric Authentication Services" refer to services where:

(a)  The Customer may use his/her fingerprint registered on a device in lieu of his/her user ID and password as a security code to confirm your identity to access this App or any of our Services （"TouchID Service"）;

(b)  The Customer may use his/her face registered on a device in lieu of your user ID and password as a security code to confirm his/her identity to access this App or any of our Services "FaceID Service"）; and/or

(c)  we may authenticate the customer‘s identity by verifying his/her real-time facial image against his/her pre-captured image stored in our records for accessing certain Services（"Facial Recognition Service"）.

By using or undergoing the registration process to use our Biometric Authentication Services, the customer accept and agree to the following terms:

Terms applicable to the TouchID Service and FaceID Service

(a)  The Customer acknowledge and agree that in order to use the TouchID and FaceID Services:

    (i)  The Customer will need to activate the fingerprint and/or face recognition functions on his/her device and register at least one of his/her fingerprints and/or his/her face to control access to the device;

    (ii)  The Customer will be required to undergo a registration process using his/her user ID and password to choose to use his/her fingerprints and/or his/her face he/she store on his/her device for accessing the Services;

    (iii)  The Customer must ensure that only his/her fingerprints and/or his/her face are stored on his/her device to access the device and he customer understand that upon the successful registration of his/her device, any fingerprint and/or face that is stored on your permitted mobile device can be used to access any of the Services via this App, including access to and operation of his/her accounts; and

    (iv)  The Customer should ensure the security of his/her fingerprints and/or his/her face as well as the password or code that his/her can use to register his/her fingerprints and/or his/her face on the device. In particular, in relation to the FaceID Service:

        (1)  The Customer should not use the FaceID Service if he/she have an identical twin sibling, in which case you are recommended instead to use the user ID and password to log on to this App;

        (2)  The Customer should not use the FaceID Service if he/she are an adolescence while your facial features may be undergoing a rapid stage of development, in which case he/she is recommended to instead use the user ID and password to log on to this App; and

        (3)  The Customer should not take any action to disable any function provided by, and/or agreeing to any settings of, his/her device that would otherwise compromise the security of the use of his/her logon credentials for authentication purposes;

(b)  The Customer may still choose to access this App using his/her user ID and password;

(c)  Each time this App detects the use of a fingerprint and/or face registered on a device on which the Customer have registered for the TouchID or FaceID Service to access our Services or authorise transactions, the customer are deemed to have accessed the Services and/or instructed us to perform such transactions as the case may be;

(d)  The Customer acknowledge that the authentication is performed by the Application by interfacing with the fingerprint and/or face authentication module on his/her device and that you agree to the authentication process;

(e)  The Customer can deactivate the TouchID Service or FaceID Service at any time via the Application once he/she is signed in;

(f)  If the Customer inform us that the security of his/her fingerprints and/or face has been compromised, Alliance may require the Customer and the Customer agrees upon our request to re-register his/her fingerprints and/or face or cease the use of the TouchID and/or FaceID Services;

 

Terms applicable to the Facial Recognition Service

(h)  The Customer acknowledge and agree that in order to use the Facial Recognition Service, he/she will need to switch on the camera function according to the settings of your device;

(i)  each time the Application detects taking of a real-time face image with your device after the Customer is signed in to access our Services or authorise transactions, he/she are deemed to have accessed the Services and/or instructed us to perform such transactions as the case may be;

(j)  The Customer acknowledge that the authentication is performed by this App by interfacing with verifying his/her real-time facial image taken with the camera on his/her device and that the customer agree to the authentication process;

(k)  The Customer cannot deactivate the Facial Recognition Service;

 

Terms applicable to all Biometric Authentication Services

(m)  The Customer agree to protect his/her device and shall be responsible for all uses of your device (whether authorised by the customer or otherwise) to access the Biometric Authentication Services;

(n)  in addition to and without prejudice to the disclaimers and exclusions of liability under these GTC:

    (i)  The Customer understands that the fingerprint and/or face authentication and camera modules of his/her device are not provided by us, and we make no representation or warranty as to the security of the fingerprint and/or face authentication and camera functions of any device and whether it works in the way that the manufacturer of the device represents;

    (ii)  Alliance do not represent or warrant that the Biometric Authentication Services will be accessible at all times, or function with any electronic equipment, software, infrastructure or other services that we may offer from time to time;

    (iii)  to the maximum extent not prohibited by applicable law, Alliance shall not be liable for any loss incurred by the Customer in connection with the use or attempted use of Biometric Authentication Services, or your instructions, or any unauthorised transactions through or in connection with the Biometric Authentication Services; and

    (iv)  The Customer shall indemnify Alliance and keep us indemnified against any consequences, claims, proceedings, loses, damages or expenses (including all legal costs on an indemnity basis) (except any direct loss or damages caused by negligence or misconduct on the part of us) that may be reasonably incurred by us in providing the Biometric Authentication Services to you arising in connection with any improper use of the Biometric Authentication Services.

 

Term and Termination

1. A User Agreement according to these GTC is concluded for an indefinite period of time and can be terminated at any time by either party without giving reasons. The existing Agreement with the Customer is not affected by the termination of the User Agreement and continues without change.

If the Agreement between Alliance and the Customer is terminated – irrespective of the legal basis - this User Agreement also ends automatically. In case of several existing Agreements between the parties, the termination of the last Agreement shall be considered as "termination of the Agreement" in the sense of this provision.

2. Upon termination of the User Agreement, Alliance will immediately block access to the Applications.

 

Disclaimer

1. The installation and the use of the Applications are at the sole responsibility of the Customer.
2. Any liability of Alliance towards the Customer and its Authorized Users is excluded to the maximum extent permitted by applicable law. Compensation for damages due to the violation of essential contractual obligations is, however, limited to the foreseeable damage typical for this type of agreement, unless intent or gross negligence is involved. This also includes the exclusion of liability for the integration of all third-party providers and their use in accordance with § 7.
3. Alliance does not guarantee that the Applications or the contents communicated are compatible with the hardware and software of the (mobile) devices used. Furthermore, Alliance does not guarantee that the contents are available at any time or at certain times without restrictions or that they meet certain performance and functional requirements. Furthermore, Alliance is not liable for disruptions and loss of quality of data transmission on the internet for which Alliance is not responsible and which may make the use of functions of the Applications more difficult or prevent it.
4. To the maximum extent permitted by applicable law, Alliance is not liable for damages caused by errors, delays or interruptions in transmission, malfunctions of the technical equipment and service, incorrect or incomplete data, viruses or in any other way in the use of the Applications, unless they are based on intent or gross negligence.
5. Third-party content that can be activated in the course of using the Applications is third-party content on which Alliance has no influence and for which no guarantee is given.
6. Liability for damage to hardware or otherwise installed software is also excluded within the scope of the above disclaimer. Any liability for the availability of GPS signals as well as the precision of geodata or faulty entries is also excluded.
7. Insofar as the liability of Alliance is excluded or limited, this also applies to the liability of the representatives and agents of Alliance.

Data Protection

Alliance complies with the rules of the applicable data protection law. Alliance is the responsible party for the processing of personal data that arises from the use of the Applications (e.g. log files, system data), in relation to the access credentials of the Authorized Users as well as the data retrievable via the Applications (as far as they are related to persons). Please see the Privacy Policy of Mobile Apps of Alliance for more information of on Alliance’s privacy practices.

Amendments of the Applications and these terms of use

Alliance reserves the right to amend these GTC at its sole discretion, including any introduction of new functions, adaptation of the business model and/or changes in the legal situation, in accordance with the following procedure:

The amended GTC will be displayed to the Customer as well as its Authorized Users prior to the use of the Applications and must be accepted by the Authorized User prior to use of the Applications. The Authorized User is deemed to be authorized by the Customer for this purpose. If the Authorized User does not accept the modified GTC, the access credentials will be deactivated.

 Confidentiality

1. The term "Confidential Information" includes, any documents, information and content of the Applications, including these Terms and Conditions ("Confidential Information"), that are exchanged between Alliance, Customer and its Authorized Users. Alliance and the Customer agree to keep the Confidential Information strictly confidential. They agree not to disclose this Confidential Information to third parties (except to the Authorized Users), to use it only for the purposes provided in the GTC and to take all appropriate precautions in accordance with these GTC to ensure the confidentiality of the Confidential Information and to prevent its disclosure.
2. The obligation under § 14 para.1 shall not apply to Confidential Information in respect of which the disclosing party can prove (i) that at the time of disclosure by the party providing it, it was either (a) generally known, i.e. already published or generally accessible, or (b) already known to the disclosing party, or (ii) that, after its disclosure by the party that provided it, it became publicly known through no fault of the disclosing party, or (iii) that, after its disclosure by a third party to the disclosing party, it was made available to the disclosing party lawfully and without restriction as to confidentiality or use thereof.
3. After termination of the cooperation (i.e. termination of these GTC as well as all respective Agreements), Confidential Information available in writing shall be completely destroyed on all sides or, if so agreed, returned to the disclosing party of the Confidential Information.
4. The above confidentiality obligations shall end at the end of the second year after the termination of the User Agreement according to these GTC.

Customer Information

1. The use of the Applications and the provision of these GTC are provided in English language.

Final clause

1. These GTC shall be governed by the law of the Hong Kong Special Administrative Region of the People's Republic of China ("Hong Kong").
2. The courts of Hong Kong shall have exclusive jurisdiction for all disputes arising from or in connection with these GTC.
3. These GTC exclusively apply to the user relationship with regard to the Applications. Alliance does not accept any deviating terms and conditions of the Customer unless Alliance has expressly agreed to their applicability in writing.
4. Should one or more of the above GTC be or become invalid, the validity of the remaining provisions shall not be affected. The parties shall replace the invalid provision by a valid provision which achieves the purpose intended by it as far as possible. The same applies to any gaps in the GTC.