Terms and Conditions

Version: 11th December 2019

Terms and Conditions of NAIX Technology GmbH,
Im Mediapark 5, 50670 Köln, Germany

  1. Scope and Application
    1. The following provisions (hereinafter referred to as “TERMS AND CONDITIONS”) set forth the general conditions pursuant to which NAIX Technology GmbH (hereinafter referred to as “NAIX”) provides goods and services to its contractual partner, which is not a consumer (hereinafter referred to as “CUSTOMER”, together with NAIX the "PARTIES"), named in the individual order, order confirmation, order form, statement of work and/or any other document (each an "ORDER") which refer to these TERMS AND CONDITIONS (together the "AGREEMENT").
    2. The TERMS AND CONDITIONS also apply, unless otherwise expressly agreed:
  • As a supplement to all other agreements with comparable subject matter made by and between NAIX and the CUSTOMER;
  • As a master agreement also for future ORDERS by CUSTOMER for SERVICES, with no requirement to refer to the present provisions again in each individual case.
    1. The TERMS AND CONDITIONS shall apply exclusively. Any terms and conditions of the CUSTOMER that conflict with, differ from or supplement these terms and conditions will not become an integral part of the contract unless NAIX has expressly consented in writing to their application. For example, consent shall not be deemed to be given even if, in the knowledge of the CUSTOMER'S terms and conditions, NAIX accepts – without any reservations – orders, performs services or directly or indirectly refers to letters, etc., which contain the CUSTOMER'S or third-party terms and conditions.
    2. Any ORDER shall take precedence over these TERMS AND CONDITIONS.
    1. "AFFILIATES" are any and all companies affiliated with the respective PARTY within the meaning of §§ 15 et seqq. German Stock Corporation Act (AktG).
    2. "DELIVERABLE" shall mean (i) the software in object code that is licensed to the CUSTOMER (hereinafter “SOFTWARE”), (ii) the associated documentation (hereinafter “DOCUMENTATION”) and (iii) any hardware NAIX provides CUSTOMER with.
    3. "SERVICES" shall mean all services provided by NAIX to CUSTOMER.
    4. "SUBSCRIPTION PERIOD" shall mean the maximum period for which the CUSTOMER shall be entitled to use the DELIVERABLE, and shall be six months by default.
  2. Software
    1. The SOFTWARE supports CUSTOMER in anonymizing documents by blackening sections as selected or defined by CUSTOMER (hereinafter "SECRET DATA"). CUSTOMER is aware that the results of the anonymization features of SOFTWARE depend on the quality of the SECRET DATA which CUSTOMER provides to the SOFTWARE. SOFTWARE suggests some additional SECRET DATA, but cannot replace or work without CUSTOMER'S SECRET DATA. Therefore, CUSTOMER acknowledges that CUSTOMER is obliged to review any blackened document produced by SOFTWARE to ensure that CUSTOMER has entered all and any SECRET DATA which CUSTOMER considers necessary, and to ensure that the blackened document is sufficiently anonymized.
    2. Documents to be blackened are loaded into the SOFTWARE by CUSTOMER.
    3. The SOFTWARE can be accessed via the latest versions of the web browser Google Chrome and Mozilla Firefox.
    4. The SOFTWARE runs on CUSTOMER'S premises. NAIX will hand over an encrypted data storage medium (HDD or SDD) to the CUSTOMER on which the SOFTWARE is installed, and will rent it to the CUSTOMER during the term of this AGREEMENT. In order to use the SOFTWARE, the CUSTOMER must install the data storage medium on a server of CUSTOMER and give NAIX the opportunity to set up the server and start the SOFTWARE. Thereafter, the CUSTOMER can use the SOFTWARE until a restart of the server, provided that the CUSTOMER ensures that the server is accessible via the end devices of the users via the network of the CUSTOMER via port 80 and port 443. The minimum requirements for the server are: CPU: Any multicore CPU with at least 16 cores @ 3GHz, e.g., AMD Ryzen Threadripper 2950X (16-Cores@3,5 GHz), 64 GB RAM (ECC), HDD/SSD with at least 50 GB hard disk, e.g. Samsung M.2 SSD 970 Pro 1 TB, Ubuntu 18.04 LTS Server.   
    5. CUSTOMER acknowledges that if the server is restarted, the SOFTWARE must be restarted manually by NAIX on CUSTOMER's premise, which NAIX will charge to CUSTOMER according to NAIX' applicable price list. NAIX will not provide CUSTOMER with the information necessary to restart the SOFTWARE on its own.
    6. CUSTOMER shall provide NAIX with its SSL certificates should CUSTOMER wish to access the SOFTWARE in CUSTOMER's intranet via HTTPS.
  3. Usage rights
    1. NAIX grants to CUSTOMER a simple, non-exclusive, non-transferrable, non-sublicensable right to use the contractually individualized DELIVERABLES (excluding open source software, in which case section 5 applies), limited in time to the SUBSCRIPTION PERIOD and limited in place and manner subject to the following subsection.
    2. The right to use the DELIVERABLES:
  1. is limited to the internal business purposes of the CUSTOMER excluding CUSTOMER'S AFFILIATES, and is determined in detail by the following provisions and the circumstances of the agreement as expressed in the respective ORDER;
  2. exclusively covers the country in which the CUSTOMER has its registered office;
  3. is granted to the CUSTOMER subject to the condition precedent of full payment of the corresponding remuneration; until that time, NAIX consents to temporary use of the DELIVERABLE according to the AGREEMENT;
  4. may further be limited to a maximum number of pages to be anonymized (hereinafter "MAX PAGE COUNT").
    1. In particular, the CUSTOMER is prohibited from distributing the DELIVERABLE in whole or in part, making it publicly available, lending, renting or offering it to third parties in the context of commercial hosting, application service providing or in a software-on-demand environment.
    2. As soon as NAIX makes an updated or upgraded version of the DELIVERABLES available to the CUSTOMER and the CUSTOMER actively uses it, all CUSTOMER rights with respect to the old version of the DELIVERABLES shall expire.
  1. Open source software

CUSTOMER acknowledges that the SOFTWARE contains open source software. The use of open source software is governed by separate license agreements. The applicable license agreements are available upon request.

  1. Protection of intellectual property
    1. Unless rights are explicitly granted to the CUSTOMER in writing, all rights to the subject matter of the AGREEMENT, including any and all copies made by the CUSTOMER, belong exclusively to NAIX, particularly the copyright, rights to inventions and technical property rights.
    2. All works created by NAIX for CUSTOMER during the term of the AGREEMENT, including software and adaptations of software, but excluding any blackened documents (together "INDIVIDUAL DEVELOPMENTS") belong to NAIX, and the CUSTOMER transfers any rights in INDIVIDUAL DEVELOPMENTS to NAIX. If such a transfer of rights is not possible for legal reasons, the CUSTOMER hereby irrevocably grants – and ensures and confirms that its employees and subcontractors grant – NAIX the exclusive right to use and exploit all INDIVIDUAL DEVELOPMENTS unlimited in time, place and manner. This also includes the right to modify, change, reproduce, distribute, rent and exploit as well as the right to transfer the rights of use and to grant sublicenses, in any types of use (including SaaS and on-premise) including future types of use. This usage rights grant is free of charge for NAIX. NAIX is exclusively entitled to register industrial property rights.
    3. The CUSTOMER will carefully store and operate the DELIVERABLES in order to prevent misuse.
  2. Quality and Warranty
    1. During the term of the AGREEMENT, NAIX warrants (gewährleistet) that the SOFTWARE substantially has the agreed quality, and that use of the SOFTWARE by the CUSTOMER in the contractually agreed scope does not infringe any third-party rights.
    2. The quality of the SOFTWARE is determined by the AGREEMENT and the DOCUMENTATION only. Representations of the SOFTWARE in public statements (particularly advertising) or statements by NAIX employees do not involve indications as to quality, unless explicitly confirmed in writing by the management of NAIX. The same applies for any guarantees given by employees of NAIX before conclusion of the AGREEMENT.
    3. Minor discrepancies between the SOFTWARE and the agreed quality or any minor impairment of its usefulness do not represent defects.
    4. If a defect is caused by or is included in a defective third-party software, including open source software of third parties, CUSTOMER’S rights in case of defects shall be limited to the assignment of its rights – if any – in case of defects against that third party. This shall not apply in case the defect is caused by improper handling of the third party’s product for which NAIX is responsible. 
    5. Warranty rights shall be considered waived in case CUSTOMER did not report a defect within one week together with information on its appearance and information on the possibility to reproduce the defect.
    6. The warranty does not apply:
  1. in case CUSTOMER exceeds its right of use;
  2. to copies of the SOFTWARE that do not come from NAIX; or
  3. to SOFTWARE used or installed on equipment not intended for it.
    1. Claims due to defects are further precluded if the CUSTOMER:
  4. violates its examination and reporting obligations;
  5. makes changes to the SOFTWARE itself or causes or permits changes to be made by third parties that are not permitted according to current standards, unless it can be proven that they are not the cause of the defect;
  6. failed to apply an update or upgrade that would have prevented the defect; or
  7. otherwise uses or operates the SOFTWARE in an improper or inappropriate manner.
    1. In case the DELIVERABLE is provided free of charge, statutory warranty and liability provisions shall apply to the DELIVERABLE and shall take precedence (§§ 599, 600 German Civil Code). Nothing in the AGREEMENT shall extend NAIX's statutory liability and warranty provisions in that case.
  1. Defect in Quality (Mängelrechte)
    1. To the extent the SOFTWARE provided to the CUSTOMER contains a defect in quality, NAIX will, at its option, either (i) provide a solution to the CUSTOMER to circumvent or correct the defect, or (ii) provide CUSTOMER with an update or upgrade (each hereinafter “RECTIFICATION”). CUSTOMER has fulfilled its warranty obligations by providing CUSTOMER with an instruction on how to apply a RECTIFICATION together with, in case (ii), the update and upgrade.
    2. In case of Class 1 and Class 2 defects, the following applies: To the extent NAIX has not successfully completed RECTIFICATION within a reasonable time, NAIX will notify the CUSTOMER of the conclusion of rectification efforts. NAIX and the CUSTOMER will then prepare a mutually agreeable plan to solve the problems caused by the defect in quality. To the extent no such mutually agreeable plan is created within a reasonable time, CUSTOMER may demand a reduction in the compensation (price abatement) or set a reasonable grace period for defect correction, after the end of which CUSTOMER may terminate the AGREEMENT; when setting the grace period CUSTOMER must explicitly indicate CUSTOMER'S intent to terminate. For the avoidance of doubt, CUSTOMER shall not have a right to terminate the AGREEMENT in case of Class 3 and Class 4 defects.
    3. NAIX will process incoming defect reports in order of urgency, assigning each defect report one of the following priorities:
  • Class 1:    An urgent problem resulting in severe disruptions; this defect can result in the SOFTWARE or a central portion thereof being unusable for the CUSTOMER.
  • Class 2:    A problem causing significant usage restrictions in important functions of the SOFTWARE that cannot be circumvented for a reasonable period of time which the CUSTOMER can be expected to tolerate.
  • Class 3:    A problem that impairs operation and usage but does not affect the primary functions of the SOFTWARE.
  • Class 4:    All other problems.
  1. Warranty of title
    1. If a third party asserts claims against the CUSTOMER due to infringement of existing patents, utility models, design patents or copyrights (hereinafter referred to as “PROPRIETARY RIGHTS”) by the SOFTWARE on the basis of an intentional or negligent action or omission by NAIX, and if the CUSTOMER is therefore prohibited from using the SOFTWARE, NAIX will be liable to the CUSTOMER as follows:
    2. NAIX, at its own and free discretion and expense, will:
  1. obtain a right of use for the CUSTOMER for the SOFTWARE concerned;
  2. provide an update or upgrade for the SOFTWARE concerned or portions thereof or modify it in such a way that the PROPRIETARY RIGHT is not infringed but the SOFTWARE still essentially conforms to the agreed functional specifications; or
  3. refund the compensation paid if neither of the above alternatives is possible on technically or economically reasonable terms, deducting the decrease in value of the SOFTWARE on the basis of linear depreciation over the entire period of use and in exchange for return of the SOFTWARE.
    1. The CUSTOMER will reasonably support NAIX in all damage mitigation measures.
    2. NAIX’s obligations under this section 9 apply only insofar as (i) the CUSTOMER promptly gives NAIX comprehensive written notice that such claims have been asserted or threatened, (ii) all defensive measures and settlement negotiations in and out of court are reserved for NAIX or conducted with consent in text form of NAIX, (iii) the CUSTOMER promptly makes any and all information available that is requested by NAIX to assess the situation or defend against the claims, and provides reasonable support.
  1. Term and Termination
    1. The term of the AGREEMENT is the SUBSCRIPTION PERIOD. It automatically ends once the SOFTWARE has processed MAX PAGE COUNT pages, whatever is earlier.
    2. The Agreement may only be terminated as a whole.
    3. The AGREEMENT can be terminated by either PARTY for convenience with a notice period of three months.
    4. Only in case of a termination for convenience by NAIX, NAIX will proportionally refund the paid compensation to CUSTOMER.
    5. If the CUSTOMER exceeds the agreed scope of use or otherwise breaches the AGREEMENT, and continues doing so after a reminder by NAIX, NAIX has the right to terminate the agreement for cause without any notice period.
    6. Once the AGREEMENT ends, the CUSTOMER will promptly surrender all versions of the DELIVERABLES and, as applicable, delete them from its computers and networks; in addition, the CUSTOMER will return any hardware received from NAIX to NAIX.
    7. The right to terminate for cause remains unaffected for the PARTIES.
  2. Compensation
    1. NAIX shall invoice to CUSTOMER the compensation for the respective SERVICES in accordance with the ORDER. Unless otherwise agreed, NAIX will invoice the SERVICES upon agreement of the ORDER.
    2. All prices are net without applicable value-added tax.
    3. The compensation is due and payable within 14 days after the date shown on the invoice.
    4. In the case of default in payment by the CUSTOMER, NAIX may charge interest at a rate of 9 percentage points per annum above the applicable base interest rate, unless NAIX shows greater damage. NAIX’s further rights shall remain unaffected thereby.
    5. While the CUSTOMER is in default with payment, NAIX’s obligation to provide SERVICES shall be suspended unless this would be unreasonable, for instance if the outstanding amount is relatively small.
    6. In the case of (a) default in payment and expiration of a reasonable additional grace period as well as (b) in the event of other justified doubts as to the CUSTOMER’S solvency or creditworthiness, NAIX is entitled to immediately call in all claims arising from the business relationship, without prejudice to other rights of NAIX.
    7. CUSTOMER is (a) only entitled to set-off if its counterclaim is (aa) undisputed or (bb) legally established or (cc) is reciprocal (synallagmatic) to the claim against which CUSTOMER sets off; (b) only entitled to exercise a right of retention if and to the extent that its counterclaim is either (aa) undisputed, (bb) legally established or (cc) based on the same contractual relationship as the claim CUSTOMER exercises a right of retention against.
  3. CUSTOMER cooperation and notification requirements
    1. CUSTOMER shall provide NAIX with reasonable support in the provision of SERVICES.
    2. CUSTOMER must take all necessary and reasonable steps to prevent or limit damage caused through use of the SERVICES. This includes regularly backing up data and software that would be at risk in case the DELIVERABLES were not functioning correctly or the SERVICES were not provided properly. In particular, documents to be blackened shall be stored securely in a backup before being submitted to SOFTWARE.
    3. Upon request, CUSTOMER shall provide NAIX without undue delay with all information necessary to verify whether the DELIVERABLES are being used in accordance with the provisions of this AGREEMENT.
  4. Liability
    1. In any case of simple negligence NAIX is liable for the breach of a contractual obligation which gives distinction to the contract and on which CUSTOMER may rely on (essential obligation) and limited to the typical and foreseeable damage only; this exception does not apply to culpable damage to life, body or health nor in cases of mandatory liability including without limitation liability for cases in which a procurement risk or a guarantee for damages has been assumed, liability under the Product Liability Act, liability under the GDPR, fraudulent concealment of a defect or in the event of default.
    2. In particular, NAIX shall not be liable for lost profit, lost production, interruption of operations, contractual claims by third parties, loss of use, financing expenses or other financial loss and consequential damages.
    3. The liability for simple negligence according to section 13.1 shall be further limited to the remuneration under the respective ORDER paid and payable for the respective calendar year in which the damaging event takes place (the cap applies to all damages together which occur in this year or which are based on this damaging event).
    4. For the loss of data and/or software, NAIX is only liable for an amount no greater than the expense incurred for restoration of the data if the CUSTOMER performed regular and adequate data backups and thereby ensured that lost data can be restored at reasonable expense.
    5. Damage compensation claims against NAIX, its employees or agents fundamentally become time-barred one year after they arise. This shall not apply to damage compensation claims which fall under the second half of section 13.1, sentence 1.
    6. NAIX cannot be held strictly liable (verschuldensunabhängige Haftung) for a defect which exists when the AGREEMENT is entered into.
    7. The provisions of this section also apply for the benefit of NAIX’s employees, agents and subcontractors to whom duties were transferred.
    8. Responsibility for compliance with the relevant legal requirements with regard to the data and information processed with the SOFTWARE by CUSTOMER, in particular with regard to data protection, the professional code of conduct of the Federal Chamber of Tax Consultants (BOStB), the Tax Consultancy Act (StBerG), the professional obligations contained in the Federal Notaries Act (BNotO), the Federal Lawyers Act (BRAO), the Professional Code for Lawyers (BORA) as well as general statutory provisions on secrecy pursuant to §§ 203, 204 of the German Criminal Code (StGB), are the sole responsibility of the CUSTOMER.
    9. To the extent a third party asserts claims against NAIX due to violation of the AGREEMENT by the CUSTOMER, the CUSTOMER will indemnify NAIX and hold it harmless from any and all damages, expenses and costs, including reasonable legal defense costs.
  5. Non-disclosure
    1. The PARTIES shall keep the existence and the content of the ORDER as well as all sensitive information of the respective other Party and its AFFILIATES received in connection with the ORDER, also precontractually, in oral, written or any other form ("CONFIDENTIAL INFORMATION") confidential and use it only for the agreed purpose.
    2. The confidentiality obligations under this AGREEMENT include, in particular, the following CONFIDENTIAL INFORMATION: pricing information, information of the functioning and quality of SOFTWARE, the DOCUMENTATION, technical know-how (especially inventions, constructions, information on material production and characteristics, manufacturing, processes, technical data and application technology), information on hardware, data bases, used or manufactured software, source codes, algorithms, login data and passwords, as well as all other information which have been or are designated as confidential by a Party in oral or written form.
    3. The PARTIES are obliged to take all necessary and appropriate measures to avoid the disclosure of CONFIDENTIAL INFORMATION vis-à-vis third parties and/or the perusal of CONFIDENTIAL INFORMATION by third parties. It is only permitted to disclose CONFIDENTIAL INFORMATION to such staff, employees and external advisors of the PARTIES who are directly concerned with the execution of the respective ORDER ("need to know"). In case they are not bound by law to a professional obligation to maintain confidentiality, they have to be obliged in written form to fulfil the confidentiality obligation pursuant to this AGREEMENT – as far as legally permitted also for the time after their resignation. The disclosure of CONFIDENTIAL INFORMATION is further permitted, if and to the extent the Party burdened with the confidentiality obligation ("BURDENED PARTY") is bound by law or administrative order to disclose such CONFIDENTIAL INFORMATION, has informed the other Party in text form about the planned disclosure and has taken measures provided for by law or appropriate to keep the extent of the disclosure to a minimum. Otherwise any disclosure is only permitted with the prior consent in text form of the other Party.
    4. The confidentiality obligations pursuant to this AGREEMENT are not applicable, if and to the extent the otherwise BURDENED PARTY proves that the information in question:
  1. has been publicly known and made generally available in the public domain prior to the time it came to its knowledge or becomes publicly known at a later point in time and without violation of the obligations resulting from this AGREEMENT,
  2. has already been known to the BURDENED PARTY without violation of any confidentiality obligations,
  3. has been independently developed by the BURDENED PARTY without use or reference to the CONFIDENTIAL INFORMATION,
  4. has been made available to the BURDENED PARTY by a third party who has legally obtained such CONFIDENTIAL INFORMATION and was entitled to disclose it, or
  5. relate to the PARTIES'/AFFILIATES' identities or the material subject matter of the ORDER.
    1. Upon termination of this AGREEMENT and request of the other Party, the BURDENED PARTY will return to the other Party or delete without delay and at its own costs all CONFIDENTIAL INFORMATION (including all storage mediums and copies made by the BURDENED PARTY or third parties) to the extent this is feasible with reasonable efforts and confirm this to the other Party. The above does not apply if and to the extent the BURDENED PARTY is obliged by law to keep the CONFIDENTIAL INFORMATION.
    2. The confidentiality obligations pursuant to this AGREEMENT apply to the AFFILIATES of the PARTIES as a contract to the benefit of third parties within the meaning of § 328 German Civil Code.
    3. The confidentiality obligations pursuant to this AGREEMENT shall continue for five years after the termination of this AGREEMENT.
  1. Data protection

CUSTOMER hereby acknowledges that NAIX processes personal data, including names, telephone numbers, and e-mail addresses, of the CUSTOMER'S personnel/advisors/subcontractor's personnel needed in order to establish, conduct and terminate business relationships. NAIX may also transfer such data to NAIX AFFILIATES, subcontractors, sales partners and other persons engaged by NAIX for those business relationships. Such data will be deleted if not required any more, unless a storage for a longer period of time is required by law. NAIX is engaging service providers for the processing of personal data. CUSTOMER's concerned personnel has the right to information, rectification, deletion, object, transferability of data, restriction of processing and complaint to the supervisory authority, as applicable under the GDPR. For any further information on what personal data NAIX processes and for what purpose NAIX processes such data, please contact NAIX or NAIX's data protection officer or refer to NAIX’s privacy policy available under https://naix.de/en/privacy-policy. CUSTOMER shall inform its personnel concerned about such processing of their personal data and provide them with NAIX's privacy policy.

  1. Support services
    1. If agreed in an ORDER, NAIX will support the CUSTOMER via e-mail on request in connection with installing and using the latest version of the DELIVERABLE. Outside of German legal holidays in NAIX’s registered office as well as Saturdays and Sundays, NAIX shall make efforts to answer queries within two business days. NAIX shall make efforts to answer queries to the CUSTOMER’s satisfaction according to the standards of due care and diligence. NAIX assumes no responsibility for the ultimate success of problem correction.
    2. The support services do not include, inter alia:
  • Solutions for network, workstation or environment errors of which the causes are not directly connected with the SOFTWARE;
  • Services for SOFTWARE that is used outside the contractually specified conditions of use;
  • Services that become necessary due to SOFTWARE modifications not performed by NAIX;
  • Services for the DELIVERABLE that work together with a database, operating system or similar hardware or software or system that is not explicitly designated as interoperable with the corresponding version of the DELIVERABLE;
  • Services on site, unless these are required in NAIX’s reasonable discretion to fulfill its obligations under the agreement, in which case CUSTOMER will pay NAIX' reasonable expenses;
  • Explanations on using DELIVERABLES that are also adequately contained in the DOCUMENTATION;
  • CUSTOMER training.
  1. Miscellaneous
    1. Deletions, changes or amendments to the AGREEMENT must be executed in writing in order to be valid; this also applies to any amendment to this written form clause.
    2. All notices and other communications in connection with this AGREEMENT shall be made in text form, unless otherwise stipulated. Termination notices must be signed and delivered via mail.
    3. NAIX reserves the right to amend or supplement the TERMS AND CONDITIONS at any time, provided that the CUSTOMER is not disadvantaged in good faith by such amendment or supplement. Amendments or supplements to the TERMS AND CONDITIONS will be announced by notification in text form. They are deemed approved if the CUSTOMER does not object in writing within two months upon such notification being submitted by NAIX. NAIX shall specifically point out this consequence in the notification.
    4. The use of fax or e-mail, in the latter case with an attached scanned and signed document, shall suffice to fulfil the written form requirements within the meaning of the AGREEMENT, but simple e-mail shall not suffice.
    5. Should individual provisions of the AGREEMENT be or become invalid or unfeasible in whole or in part, the validity of the remaining provisions of this AGREEMENT shall not be affected thereby. The PARTIES will promptly replace the invalid or unfeasible provision with one that most closely approximates the legal and economic purpose of the invalid or unfeasible provision. Until that time such a provision shall be considered to be agreed. The preceding applies accordingly for closing any lacunae in the AGREEMENT.
    6. This AGREEMENT and its interpretation and any non-contractual obligations in connection with it are subject to German laws. The UN Convention on Contracts for the International Sale of Goods (CISG) shall not apply.
    7. Place of performance is Köln, Germany. In case of any disputes arising from or in connection with contractual relationships between the PARTIES, the courts of Köln, Germany, shall have exclusive jurisdiction. The foregoing shall not limit the right of NAIX to initiative proceedings against the CUSTOMER at its place of jurisdiction