General Terms and Conditions for the use of the internet-based platform material.one

The company material.one AG, Provinostraße 52, 86152 Augsburg, Germany (hereinafter referred to as "material.one") provides with the platform material.one a system through which sensitive data can be exchanged. The transmission of data is encrypted.

1 Definitions

(1) Contractual partners within the meaning of these GTC are those companies that post information and/or results on the material.one platform or retrieve information provided for them or generally accessible information.

(2) The contractual partners are companies in the sense of § 14 BGB. Entrepreneurs within the meaning of these Terms and Conditions are natural persons or legal entities or partnerships with legal capacity who are acting in the exercise of their commercial or independent professional activity when concluding the legal transaction. These General Terms and Conditions (GTC) shall apply exclusively to all contracts of material.one with the contracting parties regarding the use of the platform material.one.

(3) General terms and conditions of the contractual partners shall not apply in this context, irrespective of whether the contractor expressly objects to them.

2 Performance description

(1) The material.one platform offers the following free services:

  • Registration of companies, company locations and employees

  • Retrieval of generally accessible information

  • Retrieval of information from other contractual partners, provided that they have authorized the respective contractual partner accordingly

  • Filling in online forms of other contractual partners, provided that they have authorized the respective contractual partner accordingly

  • Participation in free online business processes of other contractual partners, provided that they have authorized the respective contractual partner accordingly


(2) The material.one platform offers the following chargeable services:

  • Provision of information to other contractors

  • Provision of online forms for other contractors

  • Provision of online business processes for own purposes

  • Provision of online business processes for collaboration with other contractors

  • Data transfer in encrypted form to other contractual partners

  • Participation in chargeable online business processes of other contractual partners, provided that they have authorized the respective contractual partner accordingly

3 Conclusion of contract

(1) Declarations (in particular order placement and acceptance of the order) regarding the conclusion of user contracts must be made in text form (e.g. letter, fax, e-mail).

(2) Unless otherwise agreed in individual cases, the use of the services offered via the platform material.one pursuant to section 2 para. 1 of these GTC requires only a free registration of the contracting parties.
The contracting party shall not be entitled to registration (conclusion of a free-of-charge usage contract).

(3) In order to use fee-based services on the material.one platform, the contracting parties must conclude a fee-based contract of use with material.one.
The contracting partner is not entitled to conclude a contract for use of the chargeable services on the platform material.one against payment.

4 Rights and obligations of material.one

(1) material.one shall endeavor to ensure trouble-free operation. Nevertheless, it cannot be ruled out that functional interruptions may occur, in particular in the event of overload or technical malfunction. material.one shall endeavor to restore functionality as quickly as possible, but cannot guarantee trouble-free operation.

(2) material.one shall be entitled to take individual services of the online portal or the online portal itself offline in whole or in part, provided that this is necessary for maintenance purposes and to carry out repairs and is reasonable for the contracting parties.

5 Rights and obligations of the contracting parties

(1) The contracting parties are obliged to update the personal data in their account immediately if they have changed.

(2) When registering, the contractual partner must name a so-called administrator. He must ensure that his account is only used by this administrator personally and that the access data is not accessible to third parties.
The administrator can activate the access for further employees. Within the scope of the activation, the administrator must ensure that the respective employees receive knowledge of these GTC and agree to the validity of these.

(3) The contracting parties shall immediately inform material.one of any misuse of their account and of any other breach of security. They shall be liable to material.one for any misuse of their account caused or permitted by them.

(4) The contracting parties are obliged to use the services of material.one only in such a way that no third party rights, personal rights of others or other laws and regulations are violated. In particular, clause 9 of these General Terms and Conditions shall be observed.

(5) The contracting parties are obliged to regularly retrieve information available to them or stored on the material.one platform. The contracting party shall be solely responsible for any damage incurred by the contracting parties due to failure to retrieve information on a regular basis.

6 Prices / Terms of Payment for the Use of the Paid Services of the material.one Platform

(1) The prices stipulated in the respective usage contract or order are binding. These are net prices without the statutory value added tax.

(2) The agreed flat-rate usage fee shall be invoiced annually in advance in each case. If a usage agreement is concluded during a current calendar year, the agreed annual fees shall only be charged accordingly on a pro rata basis.
If a so-called transaction fee is agreed between the parties, this will be invoiced as agreed in the usage agreement.

(3) Unless a specific payment date has been specified, payments by the customer must be made within 2 weeks of receipt of the invoice.

7 Term / Termination

(1) The regulations on the minimum term and termination for contracts for the use of chargeable services result from the usage contract itself.

(2) The user contract concluded by registration with regard to the free services is concluded for an indefinite period. The parties may terminate the free user agreement at any time. The termination must be in text form (e.g. letter, fax, e-mail).

8 Deletion of contents / offers of the contractual partner

(1) material.one reserves the right,

  • Delete information from the system and/or

  • temporarily or permanently delete the offers/contents of the contractual partner from the material.one platform

if the contractual partner uses the platform unlawfully or violates these GTC, in particular the obligations contained in section 4 and section 9 of these GTC.

The contracting partner shall be informed of any such measure without undue delay by e-mail.

In the event of a violation of applicable laws, material.one shall also be entitled to forward the relevant information to the competent governmental authorities.

9 Contractor Content, Prohibited Content and Conduct

(1) "Content" shall mean all data and information (in particular texts, images, files, graphics, figures, links or similar) placed by the contracting party on the material.one platform.

(2) The responsibility for all content within the meaning of paragraph 1, which has been posted by the contractual partner, lies exclusively and unrestrictedly with the respective contractual partner.

(3) As a matter of principle, material.one does not control the content transmitted for the purpose of publication and therefore assumes no liability for the accuracy, completeness, appropriateness and quality of such content.

(4) material.one shall store and publish the content of the contractual partner only for the duration of the contractual relationship. After termination of the contractual relationship, the content will be deleted.

(5) The contracting partner is prohibited from posting any content on the material.one platform that violates these General Terms and Conditions, statutory provisions, official orders or morality.
material.one will investigate any indications of such content and will take the appropriate steps after examination.

(6) Within the scope of the use of the material.one platform, the contracting party shall in particular not:

  • store, publish and/or transmit data, texts, images, videos, files, links, software or other content that is illegal, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, hateful, racist or otherwise objectionable under the relevant statutory provisions or may harm minors in any way, in particular pornographic, glorifying violence or otherwise harmful to minors;

  • store, publish and/or transmit content that infringes the rights of third parties, in particular patents, trademarks, copyrights or ancillary copyrights, trade secrets, personal rights or property rights;

  • Store, publish and/or transmit content whose publication violates the law against unfair competition;

  • Store, post and/or transmit any material that contains software viruses or any other information, files or programs designed or effective to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

  • store, publish and/or transmit content which he is not authorized to pass on;

  • Falsify data or otherwise manipulate identifiers to disguise the origin of any Content transmitted under the Offer;

  • store, publish and/or transmit unsolicited advertising, promotional material, junk or bulk e-mail ("spam"), chain letters, pyramid schemes or other solicitation;

  • Harass, insult, threaten, defame, cause distress or embarrassment to, or assert or disseminate untrue facts with respect to, any person, entity or business;


If there is a reasonable suspicion of such a violation, material.one shall have the right to block and/or delete the respective content in accordance with section 11 of these GTC.

10 Indemnification

The contracting partner shall indemnify material.one with regard to claims or demands of any kind whatsoever and shall hold material.one harmless from such claims that third parties justifiably assert against material.one due to the infringement of their rights based on content that the contracting partner has stored, published and/or caused to be published within the scope of the online portal of material.one. This also includes the reimbursement of the legal defense costs incurred in the amount of the statutory fees.

11 Notices of infringement

If a contracting party (or any third party) believes that its rights are being infringed by content of another contracting party, it should notify material.one immediately:

material.one AG
Provinostraße 52
86153 Augsburg
Germany
E-Mail: info@material.one

12 Liability

(1) Unless otherwise provided in these GTC including the following provisions, material.one shall be liable for any breach of contractual and non-contractual obligations in accordance with the statutory provisions.

(2) material.one shall be liable for damages - irrespective of the legal grounds - within the scope of fault-based liability in case of intent and gross negligence. In case of ordinary negligence, material.one shall be liable, subject to statutory limitations of liability (e.g. due care in own affairs; insignificant breach of duty), only

  • for damages resulting from injury to life, body or health,

  • for damages resulting from the breach of an essential contractual obligation (obligation, the fulfillment of which enables the proper execution of the contract in the first place and on the observance of which the contractual partner regularly relies and may rely); in this case, however, the liability is limited to the compensation of the foreseeable, typically occurring damage.

(3) The limitations of liability resulting from paragraph 2 shall also apply to breaches of duty by or in favor of persons whose fault material.one is responsible for according to statutory provisions. They do not apply in the case of fraudulent intent or in the case of a guarantee or for claims under the Product Liability Act.

13 Confidentiality

(1) "Confidential Information" shall mean all information and documents of the respective other party which are marked as confidential or which are to be regarded as confidential from the circumstances, in particular information on operational processes, business relations and know-how.

(2) The parties agree to maintain confidentiality regarding confidential information.

(3) Such confidential information shall be exempt from this obligation,

  • which were demonstrably already known to the recipient at the time the contract was concluded or subsequently become known to it from a third party, without thereby violating a confidentiality agreement, statutory regulations or official orders

  • which are public knowledge at the time of the conclusion of the contract or are made public thereafter, insofar as this is not based on a breach of this contract;

  • which must be disclosed due to legal obligations or by order of a court or authority. To the extent permissible and possible, the recipient obligated to disclose shall inform the other party in advance and give it the opportunity to object to the disclosure.

(4) The parties shall only grant access to Confidential Information to those consultants who are subject to professional secrecy or who have previously been subject to obligations corresponding to the confidentiality obligations of this Agreement. Furthermore, the Parties shall disclose the Confidential Information only to those employees who need to know it for the performance of this Agreement and shall also oblige such employees to maintain confidentiality to the extent permitted by employment law for the period after their departure.

14 Assignment

The Customer may assign rights under this Agreement only with the written consent of material.one.

15 Invalidity of individual provisions

If any provisions of this contract are or become invalid in whole or in part, this shall not affect the validity of the remaining provisions of the contract. The invalid provision shall be replaced by the corresponding statutory provisions.

16 Offsetting against claims arising from this contract

The contracting partner shall have a right of set-off only if its claims have been finally adjudicated, acknowledged or not disputed by material.one. The right of the contracting partner to offset against contractual and other claims arising from the initiation or performance of this contractual relationship shall remain unaffected. The contractual Partner may only exercise a right of retention if the counterclaim is based on the same contractual relationship.

17 Final and transitional provisions

(1) If the contracting party is a merchant, the place of jurisdiction shall be the registered office of material.one.

(2) The law of the Federal Republic of Germany shall apply exclusively.