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.
Provider
material.one AG
Provinostr. 52 / Building V1_1
86153 Augsburg, Germany
Tel.: +49 821 899 496-0
Email: info@material.one
Executive Board: Bernd Löhle
Chairman of the Supervisory Board: Thomas Gasber
Commercial Register: Augsburg Local Court, HRB 2077
VAT ID: DE 21 19 96 424
1 Scope, Parties, Definitions
These Terms and Conditions govern the use of the material.one platform (“Platform”) between material.one AG (“Provider”) and the respective customer.
A customer is any natural person, legal entity, or partnership with legal capacity that registers a business account in the course of its commercial or self-employed professional activities.
A paying customer is a customer who owes payment for a fee-based service (this may also be a sponsor).
A sponsor is a customer (e.g., an OEM or Tier-1 supplier) who finances fee-based services for third parties within its supply chain.
A sponsored customer is a customer whose usage is financed in whole or in part by a sponsor.
Users are individuals authorized by the customer.
Free services are basic functions of the platform provided at no charge.
Paid services are modules/services provided for a fee in accordance with a separate order/contract (“Order”).
Customer data refers to all content uploaded by customers/users or generated within a process.
A process is a procedure created on the platform (e.g., sampling/PPAP/PPF).
Authorized supply chain parties (BLP) are the stakeholders named in the process (OEMs, tier suppliers, laboratories).
A data copy is a standalone data set generated during an approval process.
"Policies" refers to the terms of use and interface rules (e.g., API rules, security guidelines, Help Center rules) published on the platform or website, as currently in effect.
"In writing" means a legible statement on a durable medium, such as an email or a documented in-app message, that can be stored and reproduced unchanged.
The Customer’s general terms and conditions or purchasing terms and conditions shall not apply. This also applies if the Customer places or accepts an order by referring to its own general terms and conditions or purchasing terms and conditions, or refers to its general terms and conditions or purchasing terms and conditions in email correspondence. The Supplier hereby expressly rejects the validity of the Customer’s general terms and conditions or purchasing terms and conditions.
2 Registration, Services, Scope of Services
Registration for businesses is free. The service is available
as part of free services,
as part of sponsored admissions (by a sponsor) or
as part of the customer's own paid services.
An order form is not required to use our free services.
The provider offers features for collaboration within the supply chain, as well as additional features for cross-organizational collaboration that will be available in the future. The scope of services includes
for paid services, from the relevant order/contract and the specifications/SLA set forth therein;
for free services, see the relevant description on the platform/website.
Beta and pre-release features may be identified as such; their use is subject to the terms and conditions governing free services, in particular the liability provisions for free services and beta features (Section 14) and the warranty disclaimer for free services (Section 15).
3 Changes to Services and Discontinuation of Services, Sponsorship Agreement
The Provider is entitled to modify or further develop the features of paid services, provided that material contractual obligations are upheld.
Changes that significantly adversely affect the scope of services or the user experience for paying customers will be announced at least six weeks before they take effect; in this regard, paying customers have the right to object. The objection must be submitted in writing within four weeks of the announcement being sent (the date of dispatch to the administrator email address stored in the company account pursuant to §19 shall be decisive).
In the event of a timely objection, the announced changes shall not become part of the contract with respect to the objecting customer; the previous service description (including any agreed-upon SLA, if applicable) shall continue to apply for the remaining term of the respective order/contract.
To the extent that the Provider cannot continue the previous main service for compelling reasons or it is unreasonable to expect the Provider to do so (e.g., due to security requirements, technical impossibilities, binding legal requirements, or the discontinuation of essential upstream services), the Provider is entitled to replace the affected service with a functionally equivalent substitute service. If an equivalent substitute service is not available, the Provider is entitled to discontinue the affected paid service with a notice period of at least three months; in this case, the remuneration shall be reduced accordingly from the date of discontinuation, and fees paid in advance shall be refunded pro rata for the period no longer provided.
Statutory rights of termination for cause remain unaffected.
Unless an objection is raised within the specified time, the changes will take effect on the announced date.
Free services may be modified, restricted, or discontinued at any time, even without replacement; notification may be provided via a notice on the platform or website, and no contractual obligations to provide services arise from this.
To the extent that use is financed by a sponsor, the scope and content of the sponsored use, as well as any service levels, support services, and other performance parameters, shall be governed by the applicable sponsorship agreement. To the extent that these provisions relate to use by the sponsored customer, they shall also apply as terms and conditions of the sponsored use for the sponsored customer. The Provider is obligated to provide service level and support commitments exclusively to the Sponsor in accordance with the Sponsorship Agreement; no independent rights or claims of the sponsored customer arise from the Sponsorship Agreement.
4. Conclusion of the Contract, Applicability of the Terms and Conditions, Representation
These Terms and Conditions also apply to free registration, the use of free services, and usage paid for by a sponsor.
For paid services, the contract is formed through a separate order or agreement (e.g., order form, in-app confirmation, e-signature) with the customer responsible for payment.
Administrators and users with signing authority at the customer’s organization can validly make declarations on behalf of the customer (e.g., in-app acceptance, module booking).
Notices and legally binding statements may be provided in writing, in particular via email or through documented in-app features.
5 Operation, Maintenance, Availability (General)
The provider operates the platform in a data center that meets industry-standard requirements for security, availability, and data protection. The provider may use external service providers for this purpose, provided they ensure an equivalent level of security. Data is stored exclusively in data centers located within the European Union; authorized access for support, maintenance, or development purposes, as specified in the privacy policy, remains unaffected.
The provider is entitled to perform maintenance, updates, and releases; it will make every effort to minimize any disruption. Nevertheless, disruptions cannot be entirely ruled out.
No guarantees or minimum availability are provided for free services.
6 Service Level Agreements (SLAs) and Support
Unless otherwise specified in the relevant order or contract, the following standard service levels apply to paid services:
Support for paid services is available Monday through Friday from 8:00 a.m. to 6:00 p.m. CET or CEST, excluding public holidays at the provider’s headquarters.
The platform's target availability is 98% on a monthly average. Availability is measured at the platform's handover point; scheduled maintenance windows and periods of force majeure are not taken into account.
For sponsored uses, the Provider is obligated to provide service levels and support exclusively to the Sponsor and solely in accordance with the terms of the applicable sponsorship agreement.
There are no service level, response, or support commitments for free services; any assistance provided is voluntary and non-binding.
7 Customer Responsibilities, Rules of Use
The Customer is required to organize access to the platform in accordance with the need-to-know principle and to grant access rights only to those individuals who require them to perform their duties.
The Customer must ensure that appropriate technical safeguards, such as strong passwords and multi-factor authentication (MFA), are implemented for all platform access—particularly for administrative users.
The Customer is further obligated to protect their login credentials from unauthorized access and to immediately report any changes or compromises to the Provider.
The following are prohibited, among other things:
content that violates the law or the terms of the agreement,
Security/penetration tests without prior consent,
circumvention of technical protection measures,
Excessive or inappropriate use of the API (fair use).
The Customer may only upload content to the platform that they are legally authorized to use, store, and distribute within the context of the platform. To this end, they must either be the owner of the rights or have obtained sufficient permission from the rights holder. The Customer also ensures that the content does not violate applicable law, in particular export control, sanctions, or trade secret protection laws.
The platform, including the underlying software, user interface, database structures, algorithms, and documentation, is protected by copyright and, where applicable, trademark and database rights; all rights to the platform remain with the provider.
The Provider grants the Customer, for the term of the respective contract, a simple, non-exclusive, non-transferable, and non-sublicensable right to use the Platform solely to the extent agreed upon in the contract and for the Customer’s own business purposes.
The customer is not authorized to reproduce, modify, decompile, disassemble, or reverse engineer the platform or any part thereof, or to circumvent technical protection measures or take any other action to disclose source code, system architecture, or functionality, unless expressly permitted by law. This does not apply to reproductions necessary for the intended use of the platform (e.g., internal documentation, training, or audit records).
Automated use, particularly by bots, scrapers, or similar technologies, as well as the use of APIs, is permitted only within the scope of the interfaces, documentation, and policies approved by the provider.
8. Compensation, Billing, Late Payments
Payment for fee-based services is governed exclusively by separate orders or contracts.
Unless otherwise agreed, invoices are due within 14 days, net. All prices are subject to the applicable VAT.
In the event of late payment, the customer liable for payment shall owe late payment interest at the statutory rate under the law applicable to this contract, as well as a flat-rate compensation for late payment costs in the amount of EUR 40, to the extent permitted by law. The Provider is entitled, upon prior notice, to suspend the provision of services in whole or in part if the late payment persists for more than 30 days.
If sponsorship funding ends, the provider may suspend sponsored services or switch them to free services.
9 Term, Termination, Consequences of Termination
For paid services, the term and notice periods are specified exclusively in the relevant order or contract.
Free services may be terminated by either party at any time without notice, and the provider is entitled to discontinue free services at any time.
Either party is entitled to terminate the contract for good cause, in particular in the event of a material breach of contract despite the setting of a deadline that has expired without result, or in the event of a payment delay of more than 30 days for fee-based services. Notice of termination must be provided in writing in accordance with § 126b of the German Civil Code (BGB).
Once the termination takes effect, the customer will be granted a four-week export window; after this period expires, the content will no longer be processed in production and will be archived in accordance with Appendix I (Section 5), provided that statutory retention requirements remain unaffected.
10 Data Ownership, Licenses, Copies, and Requests for Deletion
All rights and authority to use customer data remain with the respective authorized data owner.
For the duration of the contract, the Provider is granted a non-exclusive, non-transferable license to process customer data solely for the purpose of fulfilling the contract, ensuring security, and complying with legal obligations.
Copies created through data sharing confer independent data sovereignty on the respective recipient, while the original data remains under the data sovereignty of the original data owner.
The sender and recipient shall exclusively agree bilaterally on the rights of use and disclosure of data copies, with the provider not being a party to such agreements; in the absence of such a bilateral agreement, these Terms and Conditions and Appendix I shall apply in addition.
The provider provides only the technical infrastructure and does not generally monitor the data transmitted or stored by the user.
Any company may request the deletion of its own content (original data as well as its own copies or copies it has received, provided it retains ownership of the data). Statutory retention requirements and archiving obligations remain unaffected.
The deletion of lawfully transferred data copies can only be initiated by the respective recipient company and does not occur automatically in response to a deletion request from the original data owner.
11 Content, Blocking/Removal, Reports
The provider may block or remove content if there is sufficient evidence of violations of the law or the Terms of Service, or if there are official orders to do so. The provider maintains a notice-and-action procedure. However, the provider is under no obligation to conduct general monitoring.
12 Confidentiality, Trade Secrets
The Provider and the Customer agree to treat as confidential all information made available to them by the other party (“Disclosing Party”), that is marked as confidential or that, under the circumstances, is to be regarded as confidential, in particular trade secrets, drawings, specifications, or prices (hereinafter referred to as “Confidential Information”), to treat such information as confidential, not to disclose it to third parties, and to use it solely for the purposes of the contractual relationship.
The Provider and the Customer must ensure that Confidential Information is disclosed only to those employees who need to know it in order to fulfill the purpose of the Agreement.
The Provider and the Customer shall protect Confidential Information with the same level of care that they apply to protect their own information, in order to prevent unauthorized use, disclosure, or publication, and at a minimum, with reasonable care.
The disclosing party makes no representation or warranty that the Confidential Information disclosed by it is accurate, complete, or suitable for any particular purpose, unless otherwise expressly agreed in writing.
The disclosing party reserves all rights to Confidential Information (including copyrights and the right to apply for intellectual property rights, such as patents, utility models, etc.). No transfer of rights with respect to Confidential Information shall take place.
13 Data Protection, Data Processing on Behalf of a Client
Processing of personal data in accordance with the Privacy Policy; where applicable, processing by a processor pursuant to Article 28 of the GDPR. Access from third countries in accordance with the Privacy Policy/SCCs.
14 Liability
The provider shall have unlimited liability for willful misconduct and gross negligence, as well as for damages resulting from injury to life, limb, or health, in the event of a warranty promise, and in cases of mandatory statutory liability (product liability).
The Provider shall be liable for slight negligence only in the event of a breach of material contractual obligations (cardinal obligations). Material contractual obligations are those obligations whose fulfillment is essential for the proper performance of the contract, on whose fulfillment the Customer regularly relies and is entitled to rely, and whose breach jeopardizes the achievement of the purpose of the contract.
In the event of a breach of material contractual obligations due to simple negligence, the provider’s liability is limited to compensation for foreseeable, typically occurring damages.
In the event of a breach of minor contractual obligations, liability is excluded in cases of slight negligence on the part of the provider. This does not apply in cases of injury to life, limb, or health.
The Provider’s liability for indirect or consequential damages, including lost profits or loss of production, is excluded in cases of simple negligence. This does not apply in cases of injury to life, limb, or health.
The foregoing limitations of liability also apply to the legal representatives and employees of adesso and apply in cases of liability arising from breaches of pre-contractual obligations (culpa in contrahendo) or from tort.
For free services, liability is limited to cases of willful misconduct and gross negligence. This does not apply in cases of injury to life, limb, or health.
15 Warranty
For paid services, warranty and performance claims are governed by the applicable contract, the agreed-upon service description, or the SLA, and otherwise in accordance with the following provisions:
The nature of the paid services is determined exclusively by the product description. The information contained therein is to be understood solely as a description of services and not as a warranty. A warranty is granted only if it has been expressly agreed to in writing.
The provider’s strict liability for defects in the paid services that existed at the time the contract was concluded, pursuant to § 536a of the German Civil Code (BGB), is excluded.
The customer is entitled to warranty claims only in the case of material defects that are reproducible or can be demonstrated through machine-generated output. The customer must report defects in writing and without delay, providing clear and detailed information necessary for identifying the defects. The customer shall assist the provider, to the extent necessary, in remedying the defects.
In the event of a material defect, the seller first has the obligation and the right to attempt to remedy the defect. If the seller fails to remedy the defect after three attempts, the customer may—provided the defect is significant—assert their statutory warranty rights.
Rectification may be effected, at the Provider’s discretion, by delivering a new item or by repairing the defective item. In the case of material defects in the paid services that manifest as malfunctions, rectification may also be carried out or supported by the delivery or installation of a hotfix, unless this would be unreasonable for the Customer. It is the Customer’s responsibility to install such hotfixes. Such hotfixes are intended for distribution to a large number of customers, which must be taken into account when determining the rectification period.
The warranty period for material defects is twelve (12) months. It begins upon the provision of the paid services. The shortened warranty period does not apply in cases of intent or fraudulent concealment of a defect, or to the extent that the Provider has expressly assumed a guarantee for the quality of the paid services. It also does not apply to claims for damages due to material defects in cases of injury to life, limb, or health, or to claims under the Product Liability Act.
Warranty claims are excluded for parts of the paid services that have been modified by the customer or a third party, as well as in cases where any usage restrictions have been exceeded, to the extent that.
The Provider makes no warranty and offers no guarantee of availability for free services. In particular, there is no right to have defects remedied or to have certain functions maintained in connection with free services, unless the Provider has expressly agreed to provide a warranty for such services or has fraudulently concealed a defect. The Provider is entitled to modify, restrict, or discontinue free services at any time at its sole discretion. The Customer may not derive any claims from this, in particular no claims for reduction, rescission, or damages. The Customer’s warranty rights regarding paid services remain unaffected by this provision.
16 Subcontractors, Export Controls/Sanctions
The provider is entitled to use subcontractors but remains responsible to the customer for the performance of services in accordance with the contract.
The customer must comply with applicable export control and sanctions regulations, and the provider may refuse to provide the services if doing so would otherwise violate applicable sanctions or export control laws.
17 Force Majeure
The Provider shall not be liable for service disruptions or delays attributable to events beyond its reasonable control, including, but not limited to, outages by cloud or infrastructure providers, war, strikes, pandemics or epidemics, natural disasters, or government actions.
18 Order of Precedence of Contract Documents
In the relationship between the provider and a sponsor, the following hierarchy of contractual documents applies, if available:
Service Description/SLA (for paid services only),
these Terms and Conditions, including Appendix I,
Policies.
In the relationship between the provider and a customer who is not a sponsor, the following order of precedence applies to contractual documents, if any:
Order or purchase order,
Service Description/SLA (for paid services only),
these Terms and Conditions, including Appendix I,
Policies.
A sponsorship agreement is effective solely between the provider and the sponsor. To the extent that a customer receives services as part of a sponsored use, the service parameters set forth in the sponsorship agreement shall apply as the terms of the sponsored use in accordance with Section 3; the sponsored customer does not acquire any independent rights or claims under the sponsorship agreement.
In the absence of an order, purchase order, or (in the case of sponsored use) a sponsorship agreement, the free and sponsored use of the platform shall be governed exclusively by these Terms and Conditions and, where applicable, Appendix I.
19 Notices, Written Form, Electronic Signature
Legally binding statements may be made in writing, particularly via email, or through in-app functions, whereby in-app actions by authorized administrators are deemed to constitute valid consent or a statement; and, in the absence of an order or purchase order, communication shall take place via the administrator contact information stored in the company account.
Notices and objections that must be made in writing shall be sent to the administrator email address on file in the company account; the customer shall ensure that this address is current and that messages can be received there. Notices shall be deemed received on the next business day after they are sent to the administrator email address, provided no error message is received.
20 Changes to These Terms and Conditions and Policies
Changes to these Terms and Conditions for paid services that have a material impact will be announced at least six weeks before they take effect and will apply only to the extent that they do not conflict with existing orders or contracts.
Furthermore, the customer obligated to pay retains the right to object. The objection must be submitted in writing within four weeks of the announcement being sent (the date of dispatch to the administrator email address stored in the company account pursuant to §19 shall be decisive). In the event of a timely objection, the changes shall not become part of the contract with respect to the objecting customer, and the previous Terms and Conditions shall continue to apply until the termination of the respective order/contract.
Unless a timely objection is made, the changes shall be deemed accepted and shall take effect on the announced date.
Changes to these Terms and Conditions for free services, as well as for uses not directly paid for by the user, may be made by publication on the platform or the website, in which case continued use of the platform shall be deemed acceptance of the amended Terms and Conditions.
Purely editorial changes or adjustments made to comply with mandatory legal requirements or final court or administrative decisions shall take effect without prior notice.
The Provider may update policies. If a policy change materially affects paid services, Section 20 applies accordingly; otherwise, policy changes take effect upon publication on the platform/website.
Policy changes that are necessary to mitigate specific security risks or to comply with mandatory legal requirements take effect upon publication; there is no right to object in such cases.
21 Governing Law, Jurisdiction
The laws of the Federal Republic of Germany shall apply, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
The exclusive venue for all disputes arising out of or in connection with this contract is Augsburg, provided that the customer is a merchant within the meaning of the German Commercial Code (HGB), a legal entity under public law, or a special fund under public law.
22 Assignment, Set-off, and Retention
The customer may assign claims arising from this contractual relationship only with the prior consent of the provider; mandatory statutory provisions under which monetary claims may be validly assigned despite a prohibition on assignment remain unaffected.
Set-off or the assertion of rights of retention is permitted only with respect to claims that are undisputed or have been finally and conclusively determined; in the case of rights of retention, this applies only to the extent that such rights arise from the same contractual relationship.
23 The German version shall prevail
These Terms and Conditions are provided in German and English. In the event of any discrepancies, the German version shall prevail.
Appendix I – Standard Release Conditions
1 Purpose and Scope
This policy governs the exchange, use, and storage of data on material.one, unless the sender and recipient have agreed otherwise in a bilateral agreement.
It forms part of the General Terms and Conditions, although specific provisions regarding individual data types may be described in a “Data Categories & Handling” document and shall take precedence. The “Data Categories & Handling” document forms part of this Appendix I and shall take precedence within its scope of application. Changes to the “Data Categories & Handling” documentation are made in accordance with Section 20 of the General Terms and Conditions (Changes to Policies).
2 Data Ownership (Basic Principles)
The owner of the original data is the party that uploads the data or creates the underlying transaction.
Each copy of data created through data sharing establishes separate data ownership for the respective recipient, while data ownership of the original data remains with the original data owner.
The sender and recipient shall exclusively negotiate the rights of use and disclosure of data copies between themselves, with the provider acting solely as a technical intermediary for the transmission of the data.
Unless otherwise agreed upon in a bilateral agreement between the sender and the recipient, these standard terms of release shall apply.
3 Use of Copies
The recipient may use the copies received
to continue the same process,
in related or subsequent processes (e.g., further sampling, PPF/PPAP stages, complaint handling or production support processes),
for analyses related to quality, safety, compliance, traceability, and process improvement.
Use in accordance with subparagraphs (a) through (c) is permitted only to the extent that it is directly related to the relevant business or supply chain relationship.
Disclosure within the supply chain (next tier) is permitted to the extent necessary for (a) or (b).
Lateral transfers outside the supply chain parties involved are not permitted without the consent of the respective data owner.
4 off-platform broadcasts
To the extent necessary for the purpose described in Section 3, reports and content may also be transmitted outside the platform (e.g., via email, MFT, or the customer portal).
A signature is not required for this.
Recipients who process content received through the platform outside of the platform do so at their own risk and must ensure that such processing is carried out solely for the purposes for which the content was transmitted, and that the applicable data protection and confidentiality requirements are complied with in accordance with the relevant contractual agreements and legal obligations.
5 Archiving
Once a transaction is closed, the data is transferred to an archival mode with restricted access rights.
Authorized supply chain parties may use archived data for relevant purposes, in particular for documentation, quality assurance, traceability, validation, complaint resolution, improvement, and development-related purposes, including the further development of materials, products, production processes, or quality standards, to the extent permitted by the confidentiality obligations applicable between the parties.
Statutory or contractual retention requirements remain unaffected.
6 Deletion
Any company may request the deletion of its own content, including both original data and any copies it owns or has received, for which it is the data owner.
Copies shared with recipients are not automatically deleted when the original data owner requests deletion; only the respective recipient company can initiate their deletion.
If there are any legal or contractual retention requirements, the relevant data will be blocked until the respective retention period expires.
7 Multi-tier cascade
The platform is designed as a multi-tier platform, allowing data to be shared throughout the entire supply chain all the way to the OEM.
Each recipient of such a data transfer becomes the data owner of the copy received and is responsible for its further use and handling.
8 Legal Status of the Provider
The provider supplies only the technical infrastructure, does not acquire any rights to the content of the data (except for the technical license as set forth in the Terms and Conditions), and is not a party to the user relationship between the sender and the recipient.