General Terms and Conditions

§1 Scope

1. GmbH, registered in the commercial register B of the district court Ulm under HRB 738197, Ferdinand-Sauerbruch-Str. 3, 89134 Blaustein (hereinafter referred to as "we/us" "our" or "Matchory") provides a global, virtual supplier platform.

2. These GTC apply to Your access to the websites, mobile sites and mobile applications operated by Matchory. The GTC shall be deemed to be an integral part of all contracts for Matchory products and services entered into between Users and Matchory.

3. These GTC apply to all Users of the Matchory platform, including all products and services offered there. As soon as you as a User access our websites, services or offers, you agree to these GTC.

4. These GTC are based on German law. The services, which are provided by the company Matchory, are exclusively intended for entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), i.e. natural or legal persons or legal partnerships. Only these are Users within the meaning of these GTC.

5. The present GTC apply in principle, unless deviating or supplementary regulations were noted in written form in a separate individual contract beside this document. Deviating or supplementary provisions shall only apply if Matchory has agreed to them in written form. The written consent requirement also applies if Matchory has already commenced with the performance of the service.

§2 Purpose

1. Matchory operates a global, virtual supplier platform, which supports and enables the initiation of business relationships in the business-to-business section. At its core, Matchory brings together Users (e.g. strategic buyers of companies) and Suppliers (e.g. companies that produce and/or distribute goods or services).

2. Matchory's business is the collection, processing, monitoring and analysis of publicly available information from digital sources. For this purpose, Matchory provides various search engines as well as (online) software and services. The Matchory technology is designed to collect, compile and process public information about companies, in particular suppliers of goods and services, and to make this information available to Users in the form of (search) results, hit lists or reports.

3. Internet pages, public interfaces of various platforms (e.g. of social media), as well as databases and various search services of partner companies are regularly queried as digital data sources.

4. In order to access and use some services, you must register as a Member on Matchory. In addition, Matchory reserves the right, without prior notice, to restrict access to or use of certain services (or certain features within the services) to paying Users or to impose certain restrictions as Matchory may determine in its sole discretion. These GTC apply equally to registered Users (Members).

5. Matchory grants the User a non-exclusive, non-transferable right to use the databases and data banks made available. Registered Users are granted temporary access to the offers of the Matchory Platform with higher functionality. Unless otherwise agreed, paying Users receive a simple, non-transferable, non-sublicensable, revocable right, limited in time to the term of the respective individual contract, to use the Matchory Platform in accordance with these GTC and the respective individual contract.

6. Users agree not to use the Site Content for the operation of a business and not to copy, reproduce, download, publish elsewhere, sell, distribute or resell the Site Content for the purpose of conducting a business in competition with Matchory or otherwise commercially exploit the Site Content.  

7. Systematic retrieval of Site Content for the purpose of creating or compiling, directly or indirectly, collections, compilations, databases or directories (whether by robots, spiders, crawlers, automated devices or manual processes) without the written consent of Matchory is prohibited. The use of any content or materials on the Sites for any purpose not expressly permitted in the Terms is prohibited.

8. Matchory receives from the User a non-exclusive, transferable and sub-licensable right for the term of the respective individual contract to use the data posted by the User on the Platform for the purpose of providing services in accordance with these GTC and the respective individual contract.

9. Matchory monitors the contractual use of the Platform by using appropriate technical measures and in compliance with data protection law. Matchory reserves the right to enforce access restrictions or access blocks.

10. If the User enters personal data into the Matchory Platform, the User ensures that the data he/she enters are compliant with current data protection law.

11. All changes to the program code of the Matchory platform require the express written consent of Matchory. Matchory is exclusively entitled to the rights of use to the modified program code.  

§3. Scope of services

1. The Customer receives from Matchory a non-exclusive license, limited in time to the duration of use and cooperation, for access to the Matchory platform and the use of Matchory services. This also regulates the type, number and scope of access. The resale, transfer or leasing of the granted User licenses is generally not permitted and requires the express written consent of Matchory.

2. Matchory provides information and technical functions online. In order to access these, a stable Internet access is required, which is not provided by Matchory. Access to the Matchory platform is cloud-based via telecommunications over the Internet using Secure Socket Layer encryption. The User can access the protected working environment via login and password by means of authorized retrievals.

3. Within this working environment, Matchory provides software, database and search technology that allows individual queries according to the User's specifications. Results are displayed according to predefined criteria and can then be further processed and filtered by the user.

4. The selection of the connected interfaces and external data banks as well as the scope of the Matchory source database is subject to Matchory's discretion. Matchory reserves the right to continuously modify and expand the database. For technical reasons, the User has no right to demand that certain sources be processed or be part of the database. However, the User may suggest sources for processing without obligation or request the processing status.

5. Results displayed to the User are derived from a variety of data points and data sources and are subject to continuous change. Matchory expressly does not guarantee the completeness and accuracy of these results, either in terms of content or presentation (see also Section 5.7.). Matchory explicitly does not endorse the contents and statements of results provided - even if Matchory results are integrated into the overall picture of the Matchory offer for creative reasons.

6. The User accepts that delivered results are determined automatically and that, due to the volume of data and the processing speed, no prior verification is carried out by Matchory. Accordingly, the User is aware that results may contain incorrect, illegal and inappropriate information. The User acknowledges this fact and will not consider it as a defect and will not assert any claims, e.g. consequential damages, against Matchory (for further information, please also refer to the liability conditions under clause 11.5.).

7. Matchory reserves the right in individual cases to refuse certain search requests for technical or legal reasons. Matchory will inform the User accordingly. Changes and settings to the search queries can also be made by the User himself.

§4 Service provision  

1. As a registered Member, you enter into a contract with Matchory GmbH.

2. Matchory is also entitled to provide contractually owed services through third parties, in particular through companies affiliated with Matchory. Matchory is obliged to ensure that confidentiality and data protection are guaranteed within the legally prescribed and economically reasonable scope of the performance of the contract.

3. Matchory is also entitled to assign its own claims arising from the contracts to third parties, in particular to affiliated companies, or to authorize third parties to assert claims in its own name.

4. The User may only offset claims against Matchory to the extent that his claims are undisputed or have been legally established. The User may only assert a right of retention with undisputed or legally established claims.

§5 Results, rights & obligations

1. The results found by Matchory (esp. data, addresses, news, articles) are delivered subject to all exploitation rights. Users are obligated to reproduce, distribute or make publicly available all information and data (clippings, texts, images, etc.) only to the extent permitted by law or on the basis of a separate agreement with the author.  

2. Matchory is a company directory and processes data, information, addresses, contact data about companies. Personal information may also be included in connection with independent or dependent commercial activity. The prerequisite for this is the public naming of this information (e.g. name, position, contact data such as email or telephone extension on a company website). The collection of this address and contact information, as well as its disclosure to the User, is carried out in accordance with the provisions of the GDPR.

3. Matchory Users undertake to use all information and data, in particular personal data such as names or contact information (e.g. email, telephone number), exclusively within the legally permissible framework for a legitimate purpose. For the corresponding use or further processing, the user himself must inform the person concerned or explicitly obtain the necessary understanding of the respective persons (e.g. via double opt-in) before processing. It is the User's responsibility to ensure that the information is used in a legally permissible manner, in particular with regard to data protection and competition law. Matchory does not guarantee that the data provided is suitable for a specific purpose intended by the User.

4. Users have the option of publicly entering their own data into the Matchory database (e.g. for enrichment, updating, etc.). By doing so, the User grants Matchory a simple right of use, unlimited in time and space, to process, sell, license, reproduce and compare this data with its own data. Furthermore, the user is aware that this may be a prerequisite for the provision of services.

5. The User is obligated to treat access data received from Matchory confidentially and securely in accordance with the contract and not to disclose such data to third parties. The Customer will further inform his Users accordingly and only allow access to the Matchory Platform and Matchory services to those persons who are authorized to use paid services.

6. Confidential data received for the purpose of fulfilling a service is excluded. The handling of confidential information (e.g. information about a specific project) is defined in more detail in §10.

7. There is no claim to correctness, up-to-dateness, completeness or correctness of content of the results, contact and address data as well as so-called "characteristics" derived therefrom (e.g. industry key, turnover & employee figures, etc.), so-called "technologies" (e.g. the information that a company uses a certain manufacturing process) or so-called "signals" (e.g. the information that a company is an exhibitor at a certain trade fair), as these are partly determined automatically by using technology. This is accepted by the User.

8. In the event that violations of the provisions set forth in paragraphs 5.1. to 5.3. caused by the User result in an infringement of the rights of third parties, Matchory is indemnified against all claims resulting therefrom. Should the User cause costs for Matchory as a result of such infringements, e.g. costs of a legal defense against the defense of claims, these costs are to be reimbursed to Matchory.  

§6 Order, Terms and Cancellation

1. A contractual relationship with the User is established by written or electronic transmission of an order to Matchory or by telephone agreement with a customer consultant. It is considered confirmed if the User does not immediately object to the commercial order confirmation after its receipt or as soon as the first act of performance (such as the start of use after transmission of the access data) has taken place.

2. At the time of the conclusion of the contract, the valid fees from the current price list, a previously submitted concrete offer or the website, as announced to the user, shall apply. All prices are in Euro plus the statutory value-added tax.

3. All orders are standing orders, subject to a deviating individual legal agreement, which as such are always extended by 12 months, if they are not terminated with a notice period of 30 days to the end of the term (in writing or electronically via the Matchory Platform) or if something else was previously agreed in writing. The date of termination is the date of delivery to Matchory. Additional terms and conditions regarding the term and the individual Matchory services are stated in the respective offer or order confirmation. The fees for each service period are always due in total for the entire term in advance. The invoice will be issued immediately after the order confirmation and is to be paid within 10 days after receipt by the Customer.

4. When placing an order, the user shall provide all information truthfully and completely. Matchory must be informed immediately of any subsequent changes to company or personal data. Matchory undertakes to provide the User with the agreed service from the beginning of the agreed term.

5. Placed orders are binding and not transferable to other Customers. If the Customer and the User are different (e.g. if an agency places an order on behalf of a customer), both addresses must be named and a different billing address must be provided.

6. The Customer has the possibility to cancel ordered services before the planned start of the cooperation or the provision of services under the following conditions:

a) up to 48h before the start: free cancellation possible;

b) less than 48h before the start: 50% of the fee is due.

§7. Responsibilities and duties of the user

1. Each User warrants that he/she is fully authorized and entitled to accept the GTC and to fulfill the contractual obligations arising therefrom.

2. Users further agree that they will use all site content and services of Matchory for business purposes only and that they will conduct themselves in a professional manner when using them.

3. By becoming a Member, you consent to the inclusion of your contact details in our database and authorize Matchory and its partners to share the contact details with other Users as necessary for the provision of the services and to otherwise use your personal data in accordance with the Privacy Policy.

4. Users who are companies or who register as companies confirm that the address provided corresponds to the company's registered office. A branch office, subsidiary or connecting office shall not be considered as a separate company, the head office shall be the place of the company's registered office.  

5. Each user guarantees that the following applies to all content posted by him/her:

a) The contact information is correct and always up to date. Should there be any changes in this regard, the user undertakes to adjust and communicate them as soon as possible.

b) all necessary licenses and permissions from third parties for the User content submitted, posted or displayed by him/her have been obtained or are available.

c) the posted and published content does not violate copyright, patent law, trademark law, trade secrets, or other company or personal rights of third parties.

d) all products and services posted and listed by the User may be offered, sold, executed, distributed, exchanged or performed by the User and do not violate any third party rights.  

e) all information provided is truthful, factually correct, complete and lawful. All information and materials are regularly maintained or immediately changed so that they remain true, factually correct, up-to-date and complete.

f) posted content is not untrue, misleading or deceptive.

g) posted content is not illegal, threatening, slanderous, discriminatory, defamatory, obscene, scandalous, inflammatory, pornographic or profane content or content for which one can be held liable under civil or criminal law.

h) the posted content does not contain direct or indirect links to other content (e.g. websites) that violate the above conditions.

§8 Rules of Conduct

1. Matchory requires professional, honest and respectful behavior from its Users. As a User of our websites, services or offers, you agree to this without limitation within the scope of these GTC.

2. Furthermore, as a User, you agree to the following:

a) to conduct activities on the websites in compliance with the relevant laws and regulations.

b) to conduct business transactions with other Users of the Websites in good faith.

c) not to impersonate any other person or entity or misrepresent themselves or their affiliation with any other person or entity.

3. The following points are expressly forbidden and must be refrained from by the User:

a) Using or attempting to use false identities or accounts of another person or company, although you are not authorized to do so.

b) undermine the integrity of Matchory's feedback system, for example by using a secondary member number or by leaving positive feedback for yourself about third parties or by leaving unfounded negative feedback for other users.

c) develop, support or use any software, scripts, robots, devices or other means or processes (including crawlers, browser plug-ins and add-ons and other technologies) to scrape the information and services provided by Matchory or otherwise copy profiles and other data from the services. This also applies to the use of bots or other automated methods to access the services, add or download contacts and send or redirect messages.

d) Bypassing, overriding or disabling usage restrictions or access controls (such as restrictions on search queries or profile views).

e) Co-publish, use, disclose or distribute information obtained directly or through third parties (such as search engines) through the services without Matchory's permission.

f) Infringe intellectual property rights of others, including copyrights, patents, trademarks, trade secrets and other proprietary rights.

g) Use computer viruses or other destructive means or code to damage, interfere with, intercept or appropriate software or hardware systems, data or personal information.

h) Monitor the availability, performance or functionality of the services for competitive purposes.

i) Attempt to derive (reverse engineer, decompile, disassemble, decrypt or otherwise attempt to derive) the source code of the services or any related technology that is not open source.

j) Rent, lease, lend, trade, sell/resell, or otherwise monetize the services or related data without written permission from Matchory.

§9 Data Protection and Data Security

1. Matchory provides a cloud-based online platform for its offer, which is secured according to the state of the art (e.g. by corresponding firewalls). The Customer is furthermore aware of the risk that security gaps may occur when transmitting data via the platform or via email and that the transmitted data may be maliciously read by third parties. Therefore, Matchory cannot guarantee the general confidentiality of the data transmitted in the course of use.

2. The general data protection information applicable to the use of the Matchory Platform can be found in the Privacy Policy at https://www.matchory.com/privacy-policy/.

3. The Customer is obliged to observe applicable data protection law when using the Platform. This applies in particular to personal data of third parties which are published by the Customer on the Matchory Platform or which the Customer receives via the Matchory Platform.

4. Matchory shows Customer-Supplier relationships partially transparent and refers to the publication by the US Customs and Border Protection. An importer or consignee may request confidentiality of its name and address and the name and address of the shipper on incoming manifests" (Vessel Manifest Confidentiality, available here: https://www.cbp.gov/trade/automated/electronic-vessel-manifest-confidentiality).

§10 Confidentiality

1. The Receiving Party undertakes to keep all Confidential Information (as defined below) confidential and not to disclose it to any Third Party (as defined below) without the consent of the Disclosing Party and to use it only for the purpose of fulfilling the Order.  

"Third Party" shall mean any person other than an "Authorized Recipient", which latter term shall include (i) legal representatives and employees (of the Receiving Party or any of its Affiliates), (ii) consultants subject to professional confidentiality, or (iii) subcontractors engaged with the consent of the Disclosing Party or other parties involved with the consent of the Disclosing Party.  

"Confidential Information" means, for purposes of these GTC, all trade secrets, as well as non-public, confidential and proprietary information or documents that Customer posts to the Matchory Platform (whether communicated orally, in writing or electronically).

2. Confidential information does not include information which the receiving party can prove that

a) it was in its possession or received by or on behalf of the Disclosing Party prior to the commencement of the Project;  

b) it has lawfully received them from third parties;  

c) it has obtained it in the course of its own independent research; or  

d) the information is in the public domain or will become so at a later point in time without breaching the confidentiality obligations.

3. The same shall apply to any authorized recipient of the receiving party. The Receiving Party undertakes to pass on the same confidentiality obligations which it assumes towards the Disclosing Party under this Agreement to its Authorized Recipients who receive Confidential Information through the Receiving Party.  

Exceptions to the Confidentiality Obligation

4. The Receiving Party shall be permitted to disclose Confidential Information to the extent required by law or by the decision of a court or other judicial proceeding or by a regulatory or governmental authority.

5. In such a case, the receiving party shall inform the disclosing party without undue delay and shall attempt to limit the disclosure as much as possible.

§11 Liability

Disclaimer of Warranty:

1. Matchory provides no warranty or guarantee with respect to the services and does not warrant that any services provided will be uninterrupted or error-free. The services, including its content and information, are provided on an "as is" and "as available" basis. To the fullest extent permitted by law, Matchory disclaims all implied or statutory warranties, including implied warranties of title, accuracy of data and information, non-infringement and fitness for a particular purpose.

Disclaimer:

2. To the fullest extent permitted by law (and unless Matchory has received an additional written agreement superseding this Agreement), Matchory excludes liability for loss of profits or business opportunity, damage to reputation, loss of data, incidental or consequential damages, or punitive damages in connection with this Agreement.

Supplementary declarations:

3. Claims of the User for damages are excluded in principle. Excluded from this are claims for damages by the User arising from injury to life, limb or health or from the breach of essential contractual obligations (cardinal obligations) as well as liability for other damages based on an intentional or grossly negligent breach of duty by the Provider, its legal representatives or vicarious agents. Material contractual obligations are those whose fulfillment makes the proper execution of the contract possible in the first place and on whose compliance the contractual partner regularly relies and may rely. Liability in the event of a breach of a material contractual obligation by Matchory is limited to the damage typical for the contract and at the same time limited to a maximum of the value of the contract.

4. Matchory acts as an intermediary for company contacts and is only active as an intermediary for requests for quotations within the framework of the provision of the quotation service. If a User wishes to place an offer with a Provider, a contract is concluded exclusively between the User and the respective Provider. The submission of an inquiry or the sending of an expression of interest, a cost estimate or an offer is non-binding and does not constitute a legally binding offer to conclude an order. If an order is concluded between the User and the Provider, Matchory shall not become a party to the order, nor shall Matchory incur any legal obligations in connection with the conclusion or proper performance of the order.  

5. Matchory is expressly not liable for the completeness and accuracy of data and information made available to Users on the Matchory platform. Verification of the information (e.g. auditing of a supplier, requesting original documents for verification) by the User himself is always required.

6. Matchory accepts no liability for company or personal data provided by Users and Suppliers. Matchory attempts, within the scope of the available possibilities, to check information provided by Users in compliance with data protection law and to verify such information. However, Matchory cannot guarantee that this information is complete and true.

7. Matchory accepts no liability for the failure of the cloud or defects on the cloud server. Should the Matchory Platform fail for more than 24 hours, the Customer is entitled to reduce the remuneration for the use of the Platform proportionately by the time of the failure.  

8. A short-term, insignificant operational disruption (e.g. force majeure, fault of a third party, etc.) which is beyond Matchory's control and which restricts access to the Matchory Platform is excluded from liability. Possible service disruptions (e.g. due to maintenance work) do not entitle the Customer to a reduction in price, to assert claims for compensation or to terminate the contract. Matchory will attempt to remedy disruptions as quickly as possible and to carry out maintenance work outside normal business hours on weekends in order to keep any restriction of use as low as possible.  

9. Claims for defects which have not been declared to Matchory in written form within two weeks are excluded from liability.

10. Matchory's liability for pecuniary loss with regard to indirect damage, in particular consequential damage, unforeseeable damage or atypical damage as well as loss of profit is excluded in cases of slight negligence.

11. The previously mentioned exclusions and limitations of liability do not apply in the case of Matchory's assumption of express warranties and for damages resulting from injury to life, body or health, as well as in the case of liability under the Product Liability Act.

12. The limitations and exclusions of liability also apply to the personal liability of Matchory's employees, representatives, organs and vicarious agents.

§12 Changes to these Terms

Matchory is entitled to unilaterally amend these GTC if this is necessary to eliminate subsequent equivalence problems, to adapt to changed legal, regulatory or technical conditions or to further develop and optimize existing features. Matchory will inform the customer of any changes by sending a notice of the content of the changed provisions to the customer's last known e-mail address within a reasonable period of time (at least 14 days before the changes come into effect).  

The change will become part of the contract if the Customer does not object to its inclusion in the contractual relationship to Matchory in writing or text form (e.g. e-mail) within two weeks after receipt of the change notification. Matchory will explicitly inform the Customer of this right of objection in the notice of change.  

§13 Final Provisions

1. The laws of the Federal Republic of Germany apply, to the exclusion of the conflict rules of international private law and the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG).

2. The Customer revocably agrees and consents that Matchory may use the name, logo and other Customer features for reference purposes, in particular on the homepage www.matchory.com and in the context of public relations and marketing measures. The Customer may revoke this consent at any time (even immediately after conclusion of the contract). A simple notice, e.g. by e-mail, is sufficient.

3. Offers are binding for 14 days, unless otherwise agreed in an individual contract.

4. Any amendments and additions to Matchory contracts must be made in writing; no oral agreements have been made.

5. The Customer may only offset or exercise the right of retention against a claim that is undisputed or has been legally established.

6. The customer is not entitled to assign his claims.

7. The invalidity or ineffectiveness of individual provisions of these GTC shall not affect the validity of the remaining provisions.

8. Place of performance and exclusive place of jurisdiction for all disputes arising from and in connection with the contractual relationship including these GTC is Ulm/ Germany. Matchory reserves the right to sue at the Customer's place of business.

9. The Supplier Terms are written in both German and English. In case of discrepancies or contradictions between the German and the English version, the German version shall prevail.

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