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Terms and Services

Preamble 

Maesn GmbH, located at Kasernenstrasse 67, 40213 Düsseldorf, Germany (hereinafter: “Maesn”), offers customers innovative API solutions for seamless data extraction. The essence of the service is the provision and operation of an API solution that enables customers to automatically retrieve data points from the respective connected third-party data sources and import them into their own systems (hereinafter: “Tool”). 

The basis of the services provided by Maesn is always the offer underlying the respective order. In addition, the following General Terms and Conditions of Service (hereinafter referred to as “TOS”) shall apply as a framework agreement for all deliveries and services to be provided by Maesn: 

1. Contractual Basis 

1.1 Maesn shall provide the agreed services to the customer for the duration of the contract, for which the customer shall pay the agreed service fee. The specific services are detailed in (1) the respective offer, (2) a referenced service description or execution agreement (e.g., regarding data sources and data points), and (3) these TOS. Multiple services are considered legally separate unless otherwise agreed. 

1.2 Customer-provided terms and conditions do not become part of the contract, even if Maesn does not expressly object. Any reference by the customer to their terms in form documents is expressly rejected. 

1.3 Maesn’s primary obligation is to provide and operate the Tool as specified in the offer, public documentation, and referenced service descriptions. Employee guarantees prior to contract conclusion are only effective if confirmed in writing by Maesn’s management. Services not expressly agreed upon are not owed. 

1.4 The data points’ retrieval is contingent on Maesn’s support of the data sources and proper Tool setup as described in Section 3. Contractually agreed data sources are conclusively listed in the offer. Maesn provides the Tool “as is,” without guarantee of specific design or features beyond what is agreed. 

1.5 Maesn will continue to develop the Tool and provide updates and upgrades. There is no entitlement to specific new versions or functionalities. 

2. Provision and Setup of the Tool 

2.1 Maesn shall make the Tool available on a central or multiple data processing systems (“servers”) in its current version from the agreed time. 

2.2 Provision is fulfilled by granting access to a customer dashboard (SaaS solution), with required access data and API key provided at the contract’s start. Further access to or transfer of the Tool or its source code is not owed. 

2.3 Unless individually agreed otherwise, the customer is responsible for the technical initial setup and validation of the Tool. This also applies to adjustments and additions of data points, sources, or targets. 

2.4 If new versions or functionality changes impact the customer’s processes or data usability, Maesn will notify the customer at least four weeks in advance. The customer must object in writing within two weeks to prevent the changes from becoming part of the contract. 

2.5 The transfer point for the Tool and data is the router output of Maesn’s server. 

3. Customer Rights and Obligations 

3.1 The customer shall pay the agreed service fee as outlined in Clause 9. 

3.2 The customer must ensure and monitor system requirements necessary for the Tool’s provision and operation. Maesn acts solely as a technical service provider and processes information on the customer’s behalf. The customer is responsible for ensuring data protection compliance. 

3.3 The customer must support Maesn in providing services, including providing performance requirements, necessary information, access, licenses, data, third-party software, and participating in coordination and performance checks. The customer should regularly check transferred data points for completeness and correctness and monitor the interfaces for functionality. 

3.4 If the customer identifies issues or ambiguities in assumptions, specifications, or information, they must inform Maesn immediately. 

4. Change Requests 

4.1 The customer may request changes or extensions to services at any time (“change requests”). These must be submitted with a detailed description of the required changes via email or ticket. 

4.2 Maesn will assess the feasibility and effort of change requests and submit an implementation offer with necessary agreement adjustments. Change requests are only neutral in time and cost if expressly confirmed in writing by Maesn. 

4.3 Agreed changes extend previously agreed deadlines and execution periods accordingly. Services already started at the time of a change request are remunerated as agreed. 

4.4 Maesn is not obligated to implement change requests. 

5. Rights of Use 

5.1 Maesn grants the customer a non-exclusive, worldwide right to use the Tool for business purposes, limited to the contract duration. Sublicensing is not permitted. 

5.2 The customer may not edit the Tool unless permitted by these TOS or law. Decompilation is only allowed under the conditions specified in Section 69e (1) UrhG. 

5.3 The granting of usage rights is conditional upon full payment of the agreed remuneration. 

5.4 Maesn does not owe rights of use for third-party components unless expressly agreed. 

6. Conformity with the Contract, Review of Performance, Acceptance, and Approval 

6.1 If work performance is agreed, the acceptability is determined by the performance description, including data sources, points, and schemas. For services, conformity is determined by the service description. 

6.2 The customer must inspect services immediately upon provision and report defects with a detailed description. This also applies to later-identified defects. 

6.3 Acceptance cannot be refused due to insignificant defects. 

7. Liability and Warranty 

7.1 The parties are liable for direct and indirect material and financial damage caused by their representatives, agents, or third parties engaged by them, according to these provisions. 

7.2 Maesn is liable for intent and gross negligence, except for breaches of essential obligations, injury to life, body, or health, or under the Product Liability Act. Essential obligations are necessary to achieve the contract’s purpose. 

7.3 Maesn is not liable for damages due to technical malfunctions or disruptions caused by the customer, third parties, or designated data sources. Liability for system failures, hacker attacks, or other external attacks is excluded unless caused by Maesn’s behavior as described in 7.2. Strict liability for existing defects at contract conclusion is excluded. 

7.4 The warranty period for services subject to acceptance is 12 months from acceptance. Statutory provisions apply otherwise. 

8. Service Fee 

8.1 The customer owes the agreed service fee plus applicable VAT. If the data record quota is exceeded, an additional fee of EUR 0.25 per record applies, regardless of data sources. 

8.2 Maesn’s remuneration is due within 14 working days of invoice receipt, invoiced monthly. 

8.3 The customer may not offset Maesn’s claims unless acknowledged or legally established. Rights of retention can be asserted only for unjustified non-fulfillment of the customer’s obligations. 

9. Duration, Termination, and End of Contract 

9.1 The contract begins upon agreement and runs indefinitely. 

9.2 Either party can terminate the contract with four weeks’ notice to the month’s end. 

10. Confidentiality 

10.1 The parties will keep all confidential information secret and protect it from unauthorized access, loss, destruction, and modification. This obligation continues after the contract ends. 

11. Data Protection and Compliance 

11.1 The customer is responsible for fulfilling compliance requirements and ensuring data protection laws (DSGVO, BDSG, etc.) are implemented and observed. Necessary technical and organizational measures must be taken and maintained. 

12. Final Provisions 

12.1 The contract and services are governed by German law, excluding the UN Convention on Contracts for the International Sale of Goods and conflict of laws provisions. 

12.2 The customer may offset Maesn’s claims only with legally established or acknowledged claims. Retention rights can be asserted due to unjustified non-fulfillment of the customer’s obligations. 

12.3 The place of performance and jurisdiction is Maesn’s registered office unless otherwise specified. Maesn may take legal action at the customer’s general jurisdiction. 

12.4 If individual TOS provisions are ineffective, the contract remains unaffected. The same applies to gaps in these TOS. 

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