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These Terms of Service (“Agreement”) govern the access to and use of the Unified API platform, integration infrastructure and related services (“Services”) provided by Maesn GmbH (“Maesn”) to the Customer.
Subject to this Agreement, Maesn shall make the Services available using commercially reasonable efforts.
As part of the registration process, Customer will identify an administrative user name and password for Customer’s Company account. Customer is solely responsible for all activities under its account. Maesn may reject or revoke credentials that violate applicable law, security requirements, or these Terms.Maesn will provide reasonable technical support in line with its standard support practices.
2.1 Prohibited Use
Customer shall not, directly or indirectly:
- attempt to derive the source code, object code, system architecture, or underlying logic of the Services or Software;
- alter, adapt, translate, or create derivative works except where expressly authorized;
- use the Services in a time-sharing, service bureau, outsourcing, resale or third-party benefit model
without Maesn’s prior written consent;
- remove proprietary notices or compromise the integrity, availability, or security of the Services.
2.2 Export Controls
Customer shall comply with all applicable German, European and international export and sanctions regulations and shall not permit unlawful export or re-export of the Services or related technology.
2.3 Lawful Use
Customer warrants that use of the Services complies with applicable law and Maesn’s published usage policies. Maesn may monitor usage and restrict access where necessary to prevent violations.
2.4 Customer Infrastructure and Security
Customer is responsible for all hardware, software, network connectivity and security measures necessary to access the Services, including the protection of credentials and account integrity.
3.1 Confidential Information
Each party may receive non-public business, technical or financial information (“Confidential Information”). The receiving party shall protect such information and may use it only for purposes of performing under this Agreement. Confidential Information excludes information that is publicly available, lawfully obtained, independently developed, or required to be disclosed by law.
3.2 Ownership
Customer retains all rights in Customer Data. Maesn retains all intellectual property rights in the Services, Software, documentation and related technology.
3.3 Usage Analytics
Maesn may collect, analyze and use anonymized and aggregated service usage data to operate, maintain, and improve the Services and other Maesn offerings.
4.1 Fees
Customer shall pay all fees specified in the applicable Order Form. If usage exceeds contracted limits, additional charges apply. Maesn may adjust pricing for renewal terms with thirty (30) days’ prior notice.
4.2 Invoicing
Invoices are payable within thirty (30) days of invoice date. Late payments may accrue default interest pursuant to §§ 286, 288 BGB and may result in suspension or termination of the Services.
This Agreement shall remain in effect for the initial term defined in the Order Form and renew automatically unless terminated with thirty (30) days’ notice. Either party may terminate for material breach or non-payment.
All accrued rights, confidentiality obligations and liability limitations shall survive termination.
Maesn will operate the Services in accordance with industry standards but does not guarantee uninterrupted or error-free availability. Except as expressly stated, the Services are provided “as is” and Maesn disclaims all implied warranties.
Maesn shall be liable without limitation for intent, gross negligence, injury to life, body or health, and under mandatory statutory law. For slight negligence, liability is limited to foreseeable, contract-typical damages and capped at the fees paid in the twelve (12) months preceding the claim.
If any provision of this Agreement is held to be invalid, illegal or unenforceable in whole or in part, the validity of the remaining provisions shall not be affected. In such case, the invalid provision shall be replaced by a valid provision that comes as close as possible to the economic intent of the invalid provision.
Customer may not assign or transfer any rights or obligations under this Agreement without Maesn’s prior consent in text form. Maesn may assign this Agreement, in whole or in part, to an affiliated company or in connection with a corporate restructuring, merger or sale of assets.Any amendments or modifications to this Agreement must be made in text form pursuant to Section 126b of the German Civil Code (BGB). Unless Customer expressly objects in text form, Maesn may identify Customer as a reference, including by displaying Customer’s name and logo, in marketing materials, on Maesn’s website and in sales communications.
This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, negotiations and communications, whether written or oral.
This Agreement shall be governed by the laws of the Federal Republic of Germany. The exclusive place of jurisdiction for all disputes arising out of or in connection with this Agreement shall be Düsseldorf, Germany.
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. For more information also visit our imprint.
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, publicdocumentation, 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.
2.1 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.
3.1 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.
4.1 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.
5.1 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.
6.1 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.
7.1 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.
8.1 The customer owes the agreed service fee plus applicable VAT.
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.
9.1 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.
10.1 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.
11.1 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. See more detailed information in our Data Processing Agreement.
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.
