1.1. Scope of application and Provider
These General Terms and Conditions (hereinafter “GTCs”) are valid for all services rendered by matterial GmbH, Anni-Eisler-Lehmann-Straße 3, 55122 Mainz, Germany (hereinafter “Provider”) to companies, in relation to the usage of the knowledge management software “matterial”.
“With ‘matterial’, users can secure their company’s expertise and experiential knowledge and manage and enable the access to this knowledge within their company. ‘matterial’ is software for the management of the wealth of experience within an organisation – a simple system to gather, distribute, and find valuable knowledge.”
In terms of these GTCs, Users are Consumers and Entrepreneurs (hereinafter “Users”) who make use of any service offered; fee-based services are exclusively reserved for companies. In terms of these GTCs, Consumers are natural persons who solely use “matterial” for purposes that cannot, for a large part, be attributed to either a commercial or freelancing activity. Here, Entrepreneurs are natural or legal persons or judicable partnerships who use “matterial” for their commercial or freelancing activities.
1.4. Storage of the contract text
The contract text is not stored by the Provider after contract conclusion and can therefore not be accessed. The contract language is German. The User can access, store, and print these GTCs.
1.5. Selection of applicable law
These GTCs are subject to the laws of the Federal Republic of Germany, under exclusion of international private law and international commercial law. For Consumers, this selection of applicable law applies if the Consumer is not deprived of his protective rights by binding legal provisions of the state where the Consumer has his or her regular residency.
1.6. Place of performance and competent court
The sole competent court for all disputes directly relating to, or resulting from, this contract is the court of the seat of the Provider in Mainz, Germany, if the User is a merchant, legal entity under public law, or special fund under public law
2. Performances of the Provider
2.1. Free-of-charge usage & registration
All Users have the opportunity to use “matterial” as a platform for a single user “Solo”, this means that all functionalities are available to only one User.
However, successful registration is required to use “matterial”. No entitlement to free-of-charge usage and access exists. The Provider reserves the right to reject participation requests without providing a reason. These GTCs must be accepted during registration.
2.2. Fee-based use
Fee-based use of “matterial” is only available to companies in terms of §1 (3). The provisions of these GTCS (§9) apply in addition.
2.3. Range of functions
The range of usage functions of “matterial” can be taken from the current description of the range or services on the website www.matterial.com/produkt.html. Here, a description of how to access “matterial” is provided as well as the technological user requirements necessary for usage of “matterial”.
2.4. Storage space and access over the Internet
The transfer of use of “matterial” to the Users in accordance with §2 (1) is done through the Internet. This also includes the reservation of storage space on servers that the Provider rents for this purpose.
2.5. Transfer point
The transfer point for “matterial” and associated data is the router gate of the server data centres used by the Provider in 60313 Frankfurt Am Main, Germany, and 76227 Karlsruhe, Germany. The Provider reserves the right to define a new data transfer point at any time, if necessary to provide seamless use of “matterial” by the User. The Provider will inform the User hereof by e-mail at least 45 days in advance.
2.6. Storage space
The Provider offers the User a defined storage space on a server rented by the Provider to store data and to use “matterial”.
2.7. Prohibited transfer to third parties
The User is not allowed to offer the storage space provided by the Provider partially or fully to a third party for use either for a fee or without receiving payment.
2.8. Prohibited use
The User undertakes to refrain from storing any content on the storage space, the access, publishing, or use of which infracts on applicable legal provisions or agreements with third parties. The User will in particular guarantee that any party of whom the User stores personal data shall be informed of the use hereof and provide the User with explicit consent hereto, in writing and in advance.
2.9. Data security and safety
The Provider shall take appropriate measures to prevent data loss and unauthorised third-party access to user data. To this end, the Provider shall make daily backups, control user data for viruses, and have state-of-the-art firewalls installed.
3. Usage right
3.1. Singular and temporary usage right
The Provider grants the User the non-exclusive and non-transferable right to use “matterial” in accordance with the defined scope for the duration of the contract, in an appropriate manner that corresponds to the cloud-computing usage framework. The usage right is limited to the package selected by the User.
3.2. Further rights
The User does not have any rights other than those rights explicitly granted to the User. In particular, the User does not have the right to use “matterial” in a manner than extends beyond the agreed-upon scope of usage or to grant third parties access to usage. The reproduction, publishing, or temporary transfer of “matterial”, in particular renting or borrowing-out, is not allowed.
3.3. Updates, upgrades, etc.
If the Provider alters “matterial” during the contract duration by means of a new version, update, or upgrade, the applicable GTCs shall remain unaffected.
3.4. User databases and database works
If, during the period in which the contractual relationship is effective, a database, databases, a database work, or database works is or are created on servers hired by the provider as a result of the usage of “matterial”, in particular through the combination of User usage data, through activities which are allowed following this contract’s provisions, all rights hereto are held by the User. The User remains owner of the databases or database works also after the end of this contractual relationship.
However, the Provider reserves the right to exercise rights of retention concerning such databases or database works if the User defaults on payment; the Provider can reject any request for disclosure until the outstanding claim has been settled.
The disclosure of data in accordance with §3 (4) is provided by the Provider in the form of a download in the data formats JSON, HTML, as well as MARKDOWN in their currently valid versions. The User cannot assert any claims to receive software suitable for the use of these data.
4. Interruptions and availabilities
4.1. Adjustments, changes, and additions
Adjustments, changes, and additions to “matterial”, as well as measures that serve to determine and fix malfunctions, shall only then lead to a temporary availability interruption or impairment if this is strictly necessary for technical reasons.
5. User obligations
5.1. Responsibility for own use
The User undertakes to refrain from storing any illegal content that infracts on laws, official instructions, or the rights of third parties, on the storage space made available.
5.2. Data protection
Without affecting the Provider’s obligations to data protection, the User is also responsible for the entry and maintenance of data and information necessary for the use of “matterial”. This, among others, includes the careful and conscientious handling of logins and passwords. The user shall prevent third-party access to data that the User receives from the Provider for the use of “matterial”.
5.3. Own content
The User undertakes to check data and information for viruses and other harmful components before entry, using suitable state-of-the-art antivirus software.
5.4. User violations of third-party rights
The User undertakes to exempt the Provider from all third-party claims arising from the data stored by the User, and to reimburse the Provider for any costs the Provider might incur due to potential infringements.
5.5. Costs for acts of cooperation
The User shall assume all acts of cooperation at the User’s own expense.
5.6. Restricting access
The Provider reserves the right to immediately restrict access to the storage space if there is a reasonable ground to assume that the data stored by the User infracts on legal provisions or third-party rights. Reasonable grounds for a legal infraction and/or rights infraction particularly include situations when courts, authorities, and/or other third parties inform the Provider of such an infraction. The Provider shall immediately inform the User of such a restriction and the underlying reason for this. The restriction shall be lifted if the suspicion is proven to be unsubstantiated.
5.7. Infractions on User obligations
In case of grave or repeat infractions on obligations of cooperation, the Provider is entitled to extraordinary contract termination.
6. Contract durations and termination “Solo”
In case of single-user use of the platform “Solo”, which is provided free of charge, the User in principle reserves the right to use “matterial” for an unlimited period. The usage agreement can be terminated at any time through the user account. The user data are deleted within one week after the termination has been received by the Provider.
7. Defect liability/liability
The Provider bears liability towards Consumers for damages in accordance with the statutory provisions.
8. Data protection
Both parties shall adhere to the applicable data protection provisions, especially those valid in Germany, and instruct employees tasked with activities relating to this contract to adhere to these as well, if they have not already done so.
8.2. Processing of person-related data
If the User collects, processes, or uses person-related data, the User guarantees that the User is entitled to do so following the applicable provisions, in particular those provisions relating to data protection. In case of infraction, the User shall exempt the Provider from all resulting third-party claims.
9. The fee-based use of “matterial – Team”
9.1 Only for Entrepreneurs
The fee-based use of “matterial – Team” is solely available to Entrepreneurs according to the definition in §1 (3)., They are also subject to the provisions in §9 through §13 of these GTCs in addition to §1 through §8.
9.1. Conclusion of contract for fee-based services
All services and performances of the Provider related to “matterial” are solely available to Users as Entrepreneurs according to the definition of § 1(3) of these GTCs, and are always non-binding. A User offer as defined in §145 German Civil Code (BGB) is only submitted through a booking or User approval via www.matterial.com; the Provider can then accept this offer in writing or by e-mail.
9.2. Information obligations towards Entrepreneurs for e-commerce
An agreement is made with the User, in accordance with §312i par. 2 sentence 2 of the German Civil Code (BGB,) that the User waives the requirement to fulfil the information obligations in e-commerce in accordance with §312i par. 1 No. 1–3 German Civil Code (BGB).
10. Rental method software transfer towards Users as Entrepreneurs
The User can use the latest version of the knowledge management software “matterial” for the contractually agreed-upon period and to the contractually agreed-upon extent for a fee.
10.1. Storage space
The Provider shall inform the User if the storage space provided for data storage no longer suffices. The User can then order the allocated space again at a fee, under the condition that the provider of the Provider has sufficient space available
10.2. Own business purposes
The User may only use “matterial” for its own business activities.
10.3. Service and service hours
The basic functionality of “matterial” is monitored daily. Service is generally guaranteed from Monday until Friday from 09:00 am – 5:00 pm. In case of serious failure – usage is no longer possible or severely restricted – maintenance takes place within three hours starting from the moment that this becomes known to the Provider or the moment the User informs the Provider hereof. The Provider shall immediately inform Users of these maintenance activities and perform the technical repair activities swiftly. If repair is not possible within 12 hours, the Provider will inform the Users hereof within 24 hours and provide reasons for this, as well as indicate the expected repair timeframe.
The availability of the contractually agreed-upon services amounts to 98.5% on average per month, including maintenance activities; all the same, the availability shall not be limited or interrupted for more than two consecutive calendar days.
11. Remuneration and maturity of fee-based services
The User is obligated to pay the agreed-upon monthly fee for the provision of “matterial” as well as the access to storage space. Unless deviating terms have been agreed upon, the remuneration is based on the Provider’s price list that is valid at the moment of contract conclusion, to be consulted on the Provider’s website www.matterial.com.
11.2. Payment in advance
Unless deviating terms have been agreed upon, the payment of the agreed-upon fee will take place in advance for each month, using the payment method specified by the user. The payment is processed through the online payment service “Stripe Inc.”, headquartered in the US (185 Berry Street, Suite 550, San Francisco, CA 94107, US). Further information can be found here: https://stripe.com/de/privacy.
11.3. Price information
All price information provided by the Provider is in EURO, plus the applicable statutory value-added tax.
11.4. Price changes
The Provider reserves the right to change the applicable price list to market conditions, e.g. because of higher procurement costs, taxes, or levies, after expiry of a contract year. The User shall immediately be informed of any price changes. Users have the right of extraordinary termination if these changes significantly exceed general inflation rates. This right of termination shall be explicitly pointed out at the same time the User is informed of the changes.
11.5. Default of Payment
If the User culpably defaults on payment obligations for at least two consecutive payment installations, the Provider is entitled to render all outstanding amounts until the end of the minimum contract period due payable immediately. Additionally, the Provider is entitled to restrict the User’s access to “matterial” temporarily until all outstanding payments have been settled.
12. Durations and termination
12.1. Minimum contract duration for fee-based usage
The contract for fee-based usage of “matterial” shall, unless deviating terms have been agreed upon, be concluded for a minimum contract duration of one month from the moment the contract takes effect. The contractual relationship takes effect when the access data are sent by the Provider to Users at the e-mail address specified by them.
12.2. Ordinary termination & change of service package
The contract can be ordinarily terminated by both parties at any time in writing or by e-mail, with a notice period of 7 days before the end of the contract month. If the contract is not terminated under observance of this notice period, the contractual relationship will be extended by one month.
Under observance of a notice period of 7 days before the end of the applicable contract duration, the User can also add expand or reduce the booked service package. This can be defined using the user account. The conditions for the newly selected service package take effect from the next contract month.
12.3. Termination for good cause
Each party’s right to terminate the existing contact for good cause without notice shall remain unaffected. The Provider is in particular entitled to terminate without notice if the User fails to settle outstanding payment claims in spite of an overdue notice and extension period, or if the User infringes on the contractual provisions for the use of “matterial”. Every termination without notice is subject to the requirement that the other party first needs to be warned in writing and requested to resolve the alleged good cause for immediate termination within a reasonable period.
13.1. Liability limitation towards Entrepreneurs
The Provider is fully liable for damages caused by the Provider or any legal representatives or vicarious agents in case of intent or gross negligence. In other cases, the Provider is only liable towards Entrepreneurs if the Provider violates an essential contractual obligation (major obligation). In these cases, liability is limited to the compensation for typical foreseeable contractual damages.
13.2. Personal damage and product liability
The aforementioned liability limitations do not apply in case of loss of life or injury to body and health. The Provider is fully liable in these cases. Liability in accordance with Product Liability Law provisions remains unaffected.
13.3. Vicarious agents
The aforementioned provisions also apply to the benefit of vicarious agents of the Provider.
13.4. Force majeure
The Provider is exempted from the obligation to perform services contained in this contract if the failure to perform these services is based on force majeure circumstances that occur after conclusion of the contract. Force majeure circumstances in particular include water leakages, power failures, and interruptions or destructions of data-carrying cables or infrastructure, as well as wars, strikes, unrest, expropriations, substantial legal changes, storms, floods, and other natural catastrophes. The Provider shall immediately inform Users of the occurrence of force majeure in writing.
14. User content
The Provider is not liable for user content. If a third party asserts a claim against the Provider due to property rights infractions, the User shall exempt the provider from all claims.
15. Commissioning third parties
The provider reserves the right to commission freelance staff and subcontractors to perform services if this does not run counter to the User’s rightful interests. Third-party commissioning always take place in the own name and for own account. The Provider is similarly liable for third parties as for own faults.
B. Special Conditions for training events, webinars & in-house training for “matterial”
1. General conditions and scope of applications
These Special Conditions for Training (hereinafter “SCTs”) regulate the conditions for workshops & training events for the use and handling of the knowledge management software “matterial”, offered by matterial GmbH, Anni-Eisler-Lehmann-Straße 3, 55122 Mainz, Germany (hereinafter “Provider”). The SCTs apply complementary to the Provider’s General Terms and Conditions (hereinafter “GTCs”). When in doubt, the conditions of these SCTs take precedence if they are contradicted by the GTCs.
2. Additional Provider services
If desired, the User has the opportunity to book fee-based webinars and/or in-house training events for the use and handling of “matterial”; these are given by qualified instructors of the Provider. The content of these training events arises out of the respective offer of the Provider.
If desired, the User can book webinars offered by the Provider on “matterial” through the www.matterial.com user account. The technical requirements, in particular relating to the webinar software used by the Provider, are indicated with the respective offer.
4. In-house trainings
Besides the webinars on offer, it is also possible to request in-house training by the Provider at the User’s premises. However, a request to the Provider is mandatory, either in writing or by e-mail. The provider shall investigate whether the training can be scheduled and will inform the User of conditions in an offer in writing or by e-mail after receiving the request. The User can accept this offer within 14 days in writing or by e-mail. Alternatively, the Provider shall inform the User if in-house training cannot be scheduled.
5. Fees and payment conditions
The fee amounts for additional services booked by the User are based on the offers drafted for these services according to §2–4 of these STCs.
The fees for webinars are due immediately after the User’s registration for these. The maturity for in-house training bookings are based on the content of the offer according to §4. If nothing is specified in the offer, the fee is due at the latest 14 days after the in-house training has been provided.
5.3 Payment method
If no deviating conditions are specified, the User shall pay for the additional service using the payment method specified by the User in the user account.
Appointments are only binding for the Provider if these have been bindingly agreed to in writing or by e-mail.
7.1 Cost-free cancellations
The User can cancel a booked webinar cost-free up to 24 hours before the webinar takes place.
Commissioned in-house trainings can be cancelled cost-free up to two weeks before the agreed-upon appointment date.
7.2 Alternative appointment
If, after expiry of the period following §… or §… it emerges that the User cannot keep the agreed-upon appointment – regardless of the underlying reason –, the User shall endeavour to schedule an alternative Appointment in consultation with the Provider.
7.3 No agreement on an alternative appointment
If the parties cannot agree on an alternative appointment, the User shall pay the Provider
a) in case of webinar cancellation:
- less than six weeks and up to three weeks before the agreed-upon appointment: 50 %
- less than three weeks before the agreed-upon appointment: 75 %
b) in case of in-house training cancellation:
- less than six weeks and up to three weeks before the agreed-upon appointment: 50 %
- less than three weeks before the agreed-upon appointment: 75 %
of the net fee plus VAT.
7.4 Claim compensation
The aforementioned payments settle all the Provider’s claims.
7.5 Cancellation form
Cancellations shall be made in writing or by e-mail
8. Cooperation obligations
For in-house training events, the User’s cooperation obligations are a prerequisite for the Provider’s service performance, that is to say providing the in-house training.
8.2 Access to the User’s premises
For in-house training events, the User is obligated to allow the Provider or the Provider’s instructor access to the training facilities envisioned for the training.
8.3 Organisational execution
Unless deviating terms have been agreed upon, the User shall assume responsibility for the organisational execution of the in-house training. The User shall in particular assume responsibility for providing suitable training facilities and the necessary technical equipment.
8.4 Further cooperation obligations
If necessary for the performance of the in-house training, the User’s further cooperation obligations are defined in the Provider’s underlying training offer.
9. Training material usage rights
If the Provider offers (electronic or printed) training documentation and materials for a webinar or in-house training, the Provider confers the User the non-exclusive usage right, which is not limited in content, space, or time.