Terms and conditions

Version: may 2024

1. General


1.2 These T&Cs constitute a legally binding agreement ("Agreement") between Netgive PLC, and you, which governs the use of GIVGIVE services. Upon receipt of the registration confirmation from Givgive via email to the email address provided by the User ("Validity Date"), the contractual relationship between Givgive and the User comes into effect. There is no right of the User to conclude the contract. The contract is valid from the Effective Date for the duration of the use of the Services ("Validity Period"). The User may access, download, save and print these Terms and Conditions at any time on the Website.

1.3 Any other terms and conditions or use of the Services that exceeds the provisions of these T&Cs will not be accepted unless confirmed in writing by Givgive.

1.4. Givgive reserves the right to unilaterally change these T&Cs and the applicable fees at any time. You will be appropriately notified of such changes by being required to agree to the new T&Cs (opt-in) prior to your next use of the Services. If you do not agree with the updated T&Cs, you may terminate this Agreement in accordance with these T&Cs.

1.5 The services of Givgive, which are described on the online platform, the insurance conditions of our contractual partner, the FAQ on the online platform, as well as the privacy policy and cookie policy are, in their respective valid version, an integral part of these T&Cs.

1.6 All information provided by Givgive outside of the contract, namely on the online platform, is non-binding and subject to change without notice and is to be understood as a mere invitation to make an offer, unless otherwise expressly stated by Givgive.

1.7 Only natural persons who are able to act, who are at least 18 years old and who are resident in EU, or legal entities which have their registered of ce in EU, may use the online platform. By accepting these T&Cs, you confirm that you meet the aforementioned conditions.

2. Services and user account

2.1 Givgive provides an online platform through which Registered Users can offer or rent movable items ("Rental Item(s)") for rent and communicate with each other. Registered Users who offer Rental Items via the Online Platform are "Lenders" and Registered Users who rent Rental Objects via the Online Platform are "Borrowers" according to these T&Cs.

2.2 Borrowers and Lenders have the opportunity to conclude rental agreements ("Rental Agreement") with each other via the Online Platform. As the operator of the online platform, Givgive acts as a service provider for the mediation of transactions between Borrower and Lender. Within the scope of these T&Cs, Givgive acts exclusively in the role of an intermediary. The User confirms that the rental agreement for rental items rented via the Online Platform is concluded exclusively between him/her and the Borrower / Lender and that Givgive is not a party to these rental agreements. Givgive excludes all warranties about the performance of the rental agreements and liability for services rendered and/or material or legal defects of the rented rental items. Users are responsible for verifying the identity of their Borrowers or Lenders before entering into rental agreements.

2.3. Subject to the payment processing described in section [7], Givgive and its Users, as well as the Users among themselves, act within the scope of these T&Cs as independent natural persons or legal entities. They each act in their own name, for their own account and at their own risk. The Parties do not establish by these T&Cs a simple partnership pursuant OR, nor any other company, nor any company-like relationship or joint venture.

2.4. The user must register and create a user account before using the services of the online platform.

2.5. Registration is only permitted for natural and legal persons who are capable of acting. The registration of a legal entity may only be carried out by a person authorized to represent the entity, who must be named. Only single persons may be specified as owners of the user account (i.e. no married couples or families).

2.6. Givgive has the right to advertise individual Lenders or Rental Items on the Online Platform after prior consultation with the Users concerned. A right of the Lender to general advertising or advertising of individual rental properties on the Online Platform does not exist.

3. Online platform

3.1. The user is granted a limited, revocable, non-exclusive, non-assignable right to access and use the online platform in accordance with the provisions of these T&Cs. The user acknowledges that this is a service contract and that neither copies nor licenses of the software underlying the online platform are provided.

3.2. Givgive endeavors to ensure the availability of the Online Platform to the best of its ability in accordance with the current state of technology. Givgive does not assure the members a continuous and anytime availability of the online platform.

3.3. Givgive has the right at any time to further develop and/or adapt the Online Platform or its functionality, for optimization or other purposes. Givgive further has the right to limit the scope of the functionalities or to temporarily (e.g. for maintenance purposes) discontinue the Online Platform in whole or in part. Givgive decides independently on the period of such maintenance windows, further developments, restrictions and settings as well as their implementation. In particular, the users expressly waive the right to claim damages, lost profits or other contractual or non-contractual claims against Givgive due to partial or complete discontinuation of the Online Platform and any related data loss. The users are responsible for the appropriate protection and backup of their data and content.

4. Obligations of the users

4.1. All rights and title in and to the Online Platform and related services and software and the intellectual property rights therein shall remain with Givgive and/or its third party licensors, including without limitation rights in the source code and all related documentation, patents, copyrights, trademarks, service marks, internet domain names, trade secrets, database rights, design rights, know-how, techniques, processes, methods, specifications and all other copyrights and intellectual and industrial property rights and other equivalent or similar rights that may exist anywhere in the world, whether registered or not, including any form of application for any of the foregoing, and the user obtains no rights therein.

4.2. Except as expressly permitted by these T&C, Users are prohibited from (i) copying or otherwise reproducing (in whole or in part) the Online Platform or its content; (ii) modifying, adapting, creating derivative works from, reverse engineering, decompiling, disassembling or otherwise altering the Online Platform or its content; (iii) accessing or using the Online Platform or its content to provide services to third parties; (iv) access the Online Platform or its content to create a similar product, which would infringe Givgive's intellectual property rights; or (v) license, sell, rent, lease, transfer, assign, distribute, host, outsource, disclose or otherwise commercially exploit or make available the Online Platform or its content to any third party.

4.3. The user is responsible for determining and complying with the applicable laws, rules, regulations and contracts with third parties that apply to the user in connection with the use of the online platform in accordance with these T&C. The user is also responsible for determining and complying with the applicable laws, rules, regulations and contracts with third parties that apply to the user in connection with the use of the online platform in accordance with these T&C. Users are in particular obliged to fulfill all necessary legal and insurance requirements in relation to the respective rental object and its temporal and local use before entering into the respective rental agreement (e.g. a driver's license licensed and valid in Estonia for the rental of scooters, excavators, etc.).

4.4. The services may not be used in any jurisdiction for unlawful, obscene, abusive or fraudulent content or activities, such as advocating or causing harm, disrupting or violating the integrity or security of any network or system, bypassing filters, sending unsolicited, abusive or fraudulent messages, viruses or malicious code, or infringing the rights of third parties. If a complaint is made regarding such infringement, the user's right to use the service may be suspended and terminated if the infringement is not promptly corrected. The user shall indemnify Givgive and its affiliates, directors and employees against all claims arising from the user's violation of applicable laws and regulations.

4.5. The User shall ensure that all personal data processed by it in connection with the services of the Online Platform are processed in accordance with applicable law, these T&C and the Givgive Privacy Policy.

4.6. The user themself is responsible for the correctness and completeness of the information contained in their user account. The use of pseudonyms is prohibited. Each user may only register once. All activities that are carried out on the online platform by means of the access data of a user account are attributed to the respective user and he is responsible for them. Givgive must be notified immediately in writing of any changes to the user data. This is done via the online platform.

5. Rental agreement

5.1. The rights and obligations arising from the rental agreement are exclusively between the respective Borrower and Lender. These users are exclusively responsible for the fulfillment of the obligations arising from the rental agreement. The Users shall comply with all applicable legal provisions and refrain from contractual agreements that do not conform to the mandatory applicable law. Givgive excludes all liability in connection with the concluded rental agreements. In particular, Givgive does not warrant or represent that the users will perform the contractual services owed to each other or that the information provided by them, including their identity, is accurate and complete. The identity of the Users will be requested by Givgive, or a third party commissioned by it, but Givgive does not guarantee that the information provided by the users regarding identity is correct and excludes any liability in this regard to the extent permitted by law. This risk is borne by the respective users.

5.2. By posting the rental item on the online platform , the Lender makes an invitation to submit an offer. A Borrower may submit an offer to conclude a rental agreement. The rental agreement is concluded when the Lender accepts the offer of the tenant in accordance with the provisions on the online platform ("booking confirmation"). If the rental request is not answered by the Lender within 24 h after receipt, the request will be automatically deleted and the Tenant will be informed. Givgive reserves the right to temporarily block or completely delete the User Account of a Lender who repeatedly does not respond to requests in a timely manner.

5.3. Borrower and Lender are responsible for any booking changes they make via the online platform and agree to pay any additional fees or taxes incurred with a booking change, subject to the cancellation terms set out in clause [5.6 (vi)] of these T&Cs.

5.4. The Lender is obliged to always describe his rental items correctly and completely and to ll in at least the mandatory elds specified by Givgive in each case. By posting a rental item, the Lender assures that he is authorized to rent the rental item. Givgive reserves the right to reject rental items at any time and without giving reasons or to delete corresponding entries.

5.5. Users are not allowed to provide each other with contact details. These will always be provided by Givgive to the extent necessary. The users acknowledge and agree that Givgive provides the respective personal data required for the fulfillment of the rental contract to the Borrowers or Lenders to the necessary extent.

5.6. Mandatory Components rental agreements. The following provisions are a mandatory part of the respective rental agreements and Borrower and Lender may not make any deviating agreements in this respect:

  • 5.6.1. The Lender may only offer for rent the rental items circumscribed on the online platform.
  • 5.6.2. The rent, the insurance fee and the commission fee are to be paid by the Borrower to Givgive according to the information on the online platform before taking over the rental item. If the rent and/or the commission fee have not been received by Givgive in due time, the Lender may not hand over the rental item to the Borrower. Givgive will inform the Lender immediately in this regard.
  • 5.6.3. No changes may be made to the rental item that do not comply with the contractual use and consumption. The Lender's operating and maintenance instructions, instructions for use and any other instructions concerning the proper use and the permissible load must be strictly observed ("rental item regulations"). The Borrower guarantees that the rented item will be used by a person who has the knowledge and authorization necessary for the use of the rented item, in accordance with the provisions of these T&C. The Lender reserves the right to terminate the rental agreement immediately in case of non-compliance with the provisions of these T&C or the respective rental item regulations. In such a case there is no obligation to refund the rent.
  • 5.6.4. The Lender shall deliver the rented item to the Borrower for use in a proper, sound, operable and fully fueled/filled (if applicable) condition with the required rental item provisions.
  • 5.6.5. The rental period is calculated in calendar days or hours. It begins with the day or the hour of handover and ends with the contractual return of the rental item at the time agreed on the online platform. If the rental period is calculated in days, the day of handover and the day of return shall be deemed to be whole days.
  • 5.6.6. The rental agreement is concluded for a fixed period of time. The rent is owed for the entire rental period, regardless of whether the rental item is used or not. There are no ordinary termination options. However, the rental relationship can be cancelled in accordance with the provisions of the online platform. In case of a timely cancellation, the rent will be refunded to the Borrower and the Lender will not receive any payment. (vii) Subletting, sub-leasing, sub-lending or any other form of entrustment of the rental item by the Borrower to third parties is prohibited. The rental item remains the sole property of the Borrower at all times. The Borrower shall be fully liable for any damage incurred by the Lender as a result of violation of this provision.

5.7. The total amount is always inclusive of VAT and other additional costs (e.g. delivery costs, expenses), if these are owed. The user is responsible for complying with its obligations under applicable law to properly report, collect, remit and include in its price any applicable taxes (e.g. value added tax) or other (domestic) direct, income or other taxes and duties ("Taxes"). In certain jurisdictions, Givgive may be required by law to obtain and/or report tax information about Lender and/or withhold Taxes from disbursements to Lender.

5.8. Voluntary components of rental agreements. Unless otherwise agreed in the rental agreement between Borrower and Lender or excluded by applicable law, the following provisions shall apply in the relationship between Borrower and Lender:

  • 5.8.1. The rental item is picked up by the Borrower from the Lender. The time of collection is specified on the online platform.
  • 5.8.2. The Borrower is obliged to check the rental item for any defects at the time of handover and to notify the Lender immediately. If there are no notices of defects when the rental item is handed over, the rental item shall be deemed to have been received in perfect condition. The right to complain about hidden defects in accordance with the Estonia Code of Obligations at a later time is reserved.
  • 5.8.3. The power of disposal and risks over the rental item are transferred to the Borrower as soon as it has been handed over to the Borrower or carrier and continue until its return to the place determined by the Lender. During this period, the Borrower shall bear the sole responsibility for the rental item and all risks that may be caused directly or indirectly by its use. The Borrower shall be liable for any loss and/or damage to the rented item and the costs related thereto, without regard to whether they were caused by the fault of a third party, by accident or by force majeure. The Borrower is obliged to adequately insure themself at their own initiative and expense against any damage that he or third parties may suffer as a result of the use of the Lenders item, and to provide proof of insurance upon first request. If the Lender is prosecuted by a third party for damage suffered, the Borrower is obliged to indemnify or hold the Lender harmless for all claims, damages and related expenses.
  • 5.8.4. If the Lender does not hand over the rental item at the agreed time or with defects that exclude or significantly impair its suitability for the intended use, the Borrower has the right not to accept the rental item and to withdraw from the rental agreement. In this case, neither the rent nor any provision fee shall be payable, and Givgive shall repay the corresponding amounts to the entitled persons within 5 business days. All other claims of the Borrower against the Lender, in particular claims for damages or substitute performance, are excluded to the extent permitted by law.
  • 5.8.5. The Borrower must have any repairs that become necessary during the rental period carried out by the Lender without delay. The Borrower is entitled to carry out repairs himself or to pass them on to third parties, but only with the prior written consent of the Lender. If the Borrower carries out repairs without authorization, the Borrower shall in any case bear the resulting costs and shall be liable for any direct or indirect damage resulting from insufficient repair work.
  • 5.8.6. The Borrower shall use the leased item with care and shall return it to the Lender in the same condition, subject to normal wear and tear due to contractual use. Unless covered by insurance, Borrower shall be liable for all costs incurred by Lender as a result of non-contractual use by Borrower, including cleaning costs and time spent. Givgive will assist the Lender in this process.
  • 5.8.7. The Lender and the Borrower may agree on a deposit for the transfer of the Lenders item. The agreement of such deposit terms (in particular the amount, payment and repayment of the deposit) are exclusively subject to the rental agreement. Givgive is neither responsible for the administration of an agreed deposit nor for any claims asserted by the Lender.
  • 5.8.8. The Borrower has to return the rental item to the Lender in due time. When and how to return the rental item to the Lender is listed on the online platform. All costs associated with a late return will be charged to the Borrower. If the Borrower fails to return the rental item to the Lender within three (3) days after the agreed return date, the Lender shall be entitled to charge the Borrower the applicable new amount for the rental item. Givgive will handle this payment process analogous to section 7 of these T&Cs.
  • 5.8.9. Upon return of the rental item, the Lender shall inspect the condition of the rental item. Defects for which the Borrower is responsible must be reported to the Lender immediately upon return of the rented item. If the Lender fails to inspect the rented item or to report defects immediately, they shall forfeit his claims, unless they are hidden defects in accordance with the Estonia Code of Obligations. If the Lender discovers such hidden defects later, they must report them to the Borrower within three (3) days, otherwise the Lender loses his claims against the Borrower.
  • 5.8.10. Should third parties assert rights to the rental item through seizure, confiscation or due to other alleged claims, or take authorized or unauthorized possession of the rental item, the Borrower is obliged to inform Givgive immediately within one day at the latest. The Borrower is obliged to reimburse the Lender for all costs incurred for recovery and to pay a reasonable advance for legal costs upon the Lender's request on a one-time basis.
  • 5.8.11. The Lender's total liability for direct damages, regardless of the nature and legal nature, arising from the lease is excluded to the maximum extent permitted by law. The Lender is not liable for indirect, exemplary special or consequential damages (including but not limited to loss of profits, revenue, business, goodwill, anticipated savings, reputation or data). The assertion of claims for damages against the Lender shall be excluded to the extent permitted by law if the damage ascertained has not been reported immediately by the Borrower. The Borrower shall provide the Lender with documents proving the damage without being requested to do so. If the Borrower fails to provide this evidence, the Lender shall not be liable even if it would in principle be liable to pay compensation.
  • 5.8.12. In all other respects, the provisions of the Estonia Code of Obligations shall apply.

5.9. Rating system. Each user may rate other users with whom they were in a rental relationship on the online platform. The user is obliged to make truthful statements when evaluating other users. Unobjective, defamatory or in any other way infringing or inappropriate comments are prohibited. Any use of the rating system that contradicts its purpose is prohibited. This includes, in particular, entries made by interconnected persons or non-existent persons or evaluations of oneself. The ratings are not checked by Givgive. Givgive does not guarantee the accuracy or appropriateness of the ratings. Givgive reserves the right to delete ratings or comments without giving reasons.

6. Disputes arising from the rental agreement

6.1. Occurring cases of defects, delays or other service disruptions must be settled between the users. Givgive stores and transmits for this purpose contact details of both parties to the rental agreement and is entitled to view communications between the Borrower and the Lender for the purpose of supporting dispute resolution. Users are obliged to comply with the provisions of Givgive's privacy policy regarding the processing of exchanged personal data.

6.2. In the event of a dispute between Borrower and Lender, they shall take all reasonable steps to reach an amicable settlement. You may notify Givgive of the dispute, but Givgive is not obligated to mediate disputes or otherwise take action.

6.3. Should Givgive become involved in a legal dispute (including pre-litigation) in connection with a lease, the Lender and the Borrower shall be jointly and severally liable to Givgive for the costs incurred by Givgive in this connection.

6.4 All rental items that are rented via the online platform are insured. Details are listed on the online platform.

7. Payment process and fees

7.1. The rental agreement is always concluded for the total amount listed on the online platform for the rental item. The total amount consists of the rent for the rental item, the insurance fee and the service fee to be paid to Givgive.

7.2. The Borrower shall pay the total amount to Givgive in the manner shown on the Online Platform. Givgive thereby manages the rent paid by the Borrower on behalf of the Lender and holds it in a non-interest bearing account for the Lender. Givgive assumes as assignee according to the following clauses the claims of the Lender against the Borrower and transfers in return to the Lender the payout according to clause [7.8] of these T&Cs.

7.3. The Lender agrees to assign and hereby assigns to Givgive, without reservation, all accruing future monetary claims, including contingent and time-limited claims, arising from the rental of rental items via the Online Platform, each, to the extent assignable, together with all related contractual and statutory secondary claims, ancillary rights, privileges and interest accruing thereon ("Claims"), by way of a blanket assignment, and Givgive accepts such assignment ("Blanket Assignment"). The Lender is liable to Givgive for the existence of the Receivables pursuant to Estonia Code of Obligations.

7.4. The Lender warrants to refrain from anything that may adversely affect the value of the Receivables and, upon Givgive's request, to take all necessary precautions to achieve the maintenance and validity of the Global Assignment. Lender agrees to obtain Givgive's consent before waving and/or enforcing any rights in connection with the Receivables in court or in debt collection proceedings if doing so may in good faith adversely affect Givgive's interests in any way. Givgive may not refuse consent without reasonable cause.

7.5. A fee will be deducted from the total amount ("brokerage fee"). This is a service fee to be paid to Givgive for the operation of the Online Platform as well as the takeover of the receivables. Givgive has the right to adjust the service fee at any time according to clause [1.4] of these T&C. For rental agreements concluded before this change, the service fee that was valid at the time of the conclusion of the rental agreement applies. Givgive is entitled to deduct the service fee from the payment or to offset it against this or other, future payments.

7.6. The user is obligated to ensure that the credit card as well as other means of payment with which he makes any payments according to these T&Cs are valid and have the required coverage. The user must fully compensate Givgive for all costs incurred by Givgive because total amounts owed are not paid on time.

7.7. Givgive is solely responsible for the invoicing as well as the collection of the receivables and may for this purpose cooperate with external companies and specialized service providers (e.g. factoring, collection or credit card companies) and further assign or sell the receivables to such. The Lender has no right to reassignment of the receivables, but only a right to payment in accordance with section [7.8] of these T&Cs.

7.8. Givgive shall remit the rental item fees, less the insurance fee and the service fee, to the Lender within ten (10) days after the return of the rental item ("Disbursement"), unless the Lender has objected to Givgive in writing [contact form] within twenty-four (24) hours after the return or non-acceptance of the rental item. After the expiration of this period, the settlement shall be deemed accepted without reservation.

7.9. If an objection as aforesaid is made in due time and form, Givgive shall be entitled to continue to hold the disputed rent in trust until the Borrower's or Lender's consent to the remittance of the rent has been obtained, Givgive has been provided with a legally binding decision by the competent authority, or Givgive concludes in good faith that the Borrower's or Lender's request was not justified. No interest shall accrue on the rent even during the period of delay in the payment of charges to the Lender or Borrower.

7.10. All possible claims for damages of the Borrower against Givgive, which are based on the fact that Givgive was not entitled to transfer the rent to the Lender despite the Borrower's objection, are excluded.

7.11. The user is prohibited from circumventing the aforementioned provisions of this clause 7, in particular the service fees.

8. User data

8.1 All information and data (including personal data) provided by the user during the use of the Online Platform (" user data ") will be stored and processed by Givgive for the purpose of providing the Services. The user hereby grants Givgive a limited, non-exclusive, non-transferable license to use, upload, display, copy, distribute copies of, publish and store such user data solely in connection with the provision of the Services. User acknowledges and agrees that Givgive processes personal data in connection with the services. By submitting the user's personal data, the user agrees that Givgive may process and store such personal data to the extent and for the sole purpose necessary to provide the services in accordance with these TOS and Givgive's Privacy Policy.

8.2 The user represents and warrants that (i) it owns all user data or has obtained all necessary rights and permissions prior to using the services to enable Givgive to use such data in a lawful manner in accordance with these T&C; (ii) the collection of user data has been and will be done in accordance with all applicable laws and regulations, including but not limited to those relating to data or information protection; (iii) neither the user data nor the input of the user data to the Online Platform or the use of the user data in connection with the Online Platform violates any intellectual property rights or data protection rights of third parties or results in a breach of any applicable laws or regulations, including but not limited to those relating to data or information protection; and (iv) they do not take any action that is likely to harm the interests or reputation of Givgive. User acknowledges that it is solely responsible and remains liable for its user data. The user indemnifies Givgive and all its affiliates, directors and employees against all claims arising out of or in connection with any false, inaccurate or unlawful user data. In the event of any use of the Online Platform not in accordance with these T&Cs, Givgive reserves the right to remove user data or block access to the Online Platform at any time and without notice.

8.3. The User is solely responsible for the correctness, accuracy and legality of the user data as well as its adequate protection and backup. In the relationship between the user and Givgive, the user retains sole ownership of its user data. Users shall not include any regulated information or sensitive personal data. If certain user data is subject to government regulation or requires security measures beyond those of Givgive, the user will not enter, provide, or permit such user data to be entered, provided, or permitted unless expressly permitted by law or with Givgive's prior written consent. The user agrees to indemnify Givgive and all Givgive affiliates, directors and employees against any claims arising out of or in connection with any breach of this clause.

8.4. Both parties agree to comply with applicable data protection laws. The user is the data controller with respect to the personal data he/she provides to Givgive during the term of the contract, and Givgive is the data processor with respect to such data. Givgive is entitled to make backup copies of the user's personal data if this is necessary for the proper provision of the services or due to applicable laws and regulations.

8.5. All personal data processed by Givgive under these T&Cs will be processed in accordance with Givgive's Privacy Policy. Further details can be obtained upon request to info@Givgive.com.

9. Limitation of liability and disclaimer of warranty

9.1. Notwithstanding any other provision of these T&Cs, the user expressly agrees that any and all warranty, guarantee or other claims or demands for defects in quality or title, incorrect or late deliveries and/or defective or faulty rental property arising out of a rental agreement may only be asserted between the respective parties to the rental agreement.

9.2. Givgive's and its affiliates' total liability for direct damages, of any kind or legal nature whatsoever, arising out of these T&C, the use of the Online Platform or the rental items is excluded to the maximum extent permitted by law. Neither Givgive nor its affiliates shall be liable for any indirect, exemplary special or consequential damages (including, but not limited to, lost profits, revenue, business, goodwill, users, anticipated savings, reputation, use or data). Liability for auxiliary persons is excluded. Givgive is not responsible for any damages related to the user's inability to use the services.

9.3. The users are solely responsible for the choice of contractual partners, the conclusion of the contract and the fulfillment of the contract with regard to the respective rental contracts and items.

10. Confidentiality

10.1. "Confidential Information" means information of any kind, including but not limited to business, employee, client or user information, trade secrets, operations, leased property, processes, methods, speci cations, know-how, technical information, intellectual property rights, opportunities, marketing and sales activities, software speci cations, source code, costs and prices, wage rates, in any form, format or medium (including, but not limited to, written, oral, electronic, audio and video) that either party discloses to the other party or otherwise comes into its possession during the use or provision of the services, whether directly or indirectly. Each party agrees to protect the other party's confidential information from unauthorized use, access and disclosure to the same extent as it protects its own confidential information, but in any event at least with reasonable care.

10.2. Except as otherwise expressly provided in these T&C, each party may use the other party's con dential information solely to exercise and perform its respective rights and obligations under these T&C and will disclose such con dential information only to employees and/or contractors who have a need to know such con dential information and are bound by con dentiality conditions to prevent misuse of such con dential information or as reasonably necessary to comply with applicable laws or regulations.

10.3. Information shall not be deemed to be con dential information if the receiving party can prove that it (i) was disclosed to a person subject to a professional duty of con dentiality (to the extent that such disclosure is or was appropriate and necessary for the regular course of business or for the purpose of these T&C); (ii) were in the public domain at the time of disclosure to a third party; (iii) were lawfully obtained by it from a third party not under a duty of con dentiality; (iv) otherwise entered the public domain without misconduct by the receiving party; or (v) were independently prepared by it without reference to the disclosing party's con dential information.

11. Contract period

11.1. These T&C shall enter into force on the effective date and shall apply until terminated in accordance with the contract pursuant to this clause 11 of these T&C. The user remains responsible for the timely payment of the accrued fees.

11.2 Cancellation must be made in writing via the contact formor in accordance with the process speci ed on the user account. The cancellation process can be seen on the online platform.

11.3. Consequences of termination. After termination of the contract, for whatever reason, the user may no longer use the online platform and all accrued brokerage fees and other claims become due immediately. These T&C remain valid until all rental contracts concluded prior to the termination have expired. Payments already made will not be refunded.

11.4. The right to terminate the contract immediately pursuant to mandatory applicable law remains unaffected. Either party may terminate the agreement in particular if the other party (i) ceases operations without a successor; or (ii) seeks protection in bankruptcy, receivership, trust, creditors' agreement, composition or similar proceedings or if such proceedings are instituted against such party.

11.5. Givgive may suspend, revoke or restrict the user's use of the services if there is a material breach of the user's obligations, a breach of security or a violation of law. If the cause of the suspension can be reasonably remedied, Givgive will notify user of the action to be taken to resume use of the services. If the user does not take these measures within a reasonable period of time, Givgive may terminate the contract. The user is not entitled to a refund of payments already made. Givgive reserves the right to claim damages.

11.6. Within a reasonable time after termination or expiration of these T&C, for whatever reason, Givgive will delete available user data and user's personal data. Givgive is entitled to retain personal data to the extent required by applicable law.

12. Miscellaneous

12.1. Neither party shall be responsible for damages and delays based on causes beyond the control of the respective contractual partner. Such causes are in particular strikes, lockouts, labor disputes, natural disasters, military con icts, legal or of cial orders.

12.2. Neither party may assign these T&C or any rights arising hereunder without the prior written consent of the other party. However, either party may assign these T&C to a successor to all or substantially all of that party's business, whether by merger, sale of assets or otherwise. These T&C shall be binding upon and inure to the bene t of the successors of the parties. There is no restriction on the assignment of Givgive's rights to receive payment or the assignment by Givgive in connection with the sale of the portion of Givgive's business comprising the services.

12.3. Any invalidity or unenforceability of any provision of these T&C shall not invalidate or render unenforceable the remaining provisions. Invalid or unenforceable provisions shall be deemed severable. Any such invalid, illegal or unenforceable provision shall be replaced with a valid, legal and enforceable provision that is as similar as possible to the invalid provision and its original intent, in accordance with applicable law and regulations.

12.4. Should a party fail to exercise rights to which it is entitled under the contract, or fail to do so in a timely manner, this shall not result in a forfeiture or loss of such rights. The non-exercise or delayed exercise of a right shall in no case result in such right no longer being exercisable.

12.5. These T&C are governed exclusively by Estonia substantive law, excluding the UN Convention on Contracts for the International Sale of Goods, with Estonia as the place of jurisdiction, subject to mandatory statutory provisions (in particular provisions of the applicable consumer law).