Terms and Conditions

1. These General Terms and Conditions (hereinafter: GTC) apply to all contracts concluded between us, the company ComplyMarket UG (haftungsbeschränkt), Managing Director with power of representation: Dr. Mohamed Kassem, 44 Tal, 80331 Munich, Germany, telephone: +49 (0) 1637819457, e-mail: info@complymarket.com, (hereinafter we or ComplyMarket) and you as our customer (hereinafter Customer).

2. These Terms and Conditions of Sale shall apply exclusively to entrepreneurs, legal entities under public law or special funds under public law within the meaning of Section 310 (1) of the German Civil Code (BGB). We shall only recognise terms and conditions of the customer that conflict with or deviate from our Terms and Conditions of Sale if we expressly agree to their validity in writing.

3. Individual agreements made with the customer in individual cases (including ancillary agreements, supplements and amendments) shall in any case take precedence over these Terms and Conditions of Sale. Subject to proof to the contrary, a written contract or our written confirmation shall be authoritative for the content of such agreements. The customer's general terms and conditions shall not apply unless expressly agreed otherwise.

4. All agreements made between you and us in connection with the contract arise in particular from these Terms and Conditions of Sale, our written order confirmation and our declaration of acceptance.

5. The version of the GTC valid at the time of conclusion of the contract shall apply.

6. These Terms and Conditions of Sale shall also apply to all future transactions with the customer, insofar as they are legal transactions of a related nature.

7. ComplyMarket has the right to amend the Legal Terms at any time, provided that it notifies the Client of such amendments. The then amended Legal Terms will apply to all Contracts after receipt of the notice.

We provide information technology services and consultancy, in particular software solutions in the area of product compliance and sustainability, as well as consultancy in this area and advisory and brokerage services in the area of product compliance in the EU. We help suppliers, manufacturers and importers understand product compliance requirements and find compliant materials, components and products through an online portal that allows our customers to post materials, components and products only after we have informed them of the compliance requirements. To this end, we offer the following services in particular:

• Verification that products are EU compliant and save manufacturers and importers the effort of testing.
• Intelligent system for checking the collected evidence of conformity.
• Artificial intelligence-based system for determining product requirements.
• Consultancy services on product conformity requirements.
• Customised software solution for supply chain chemical management and chemical compliance.

(1) The presentation and advertising of articles and services on our website do not constitute a binding offer to conclude a contract.

(2) By submitting an order via the website by clicking the button "order subject to payment", you place a legally binding order. You are bound to the order for a period of two (2) weeks after placing the order; your right to revoke your order, if any, remains unaffected.

(3) We will immediately confirm receipt of your order placed via our website by e-mail. Such an e-mail does not constitute a binding acceptance of the order unless, in addition to the confirmation of receipt, the acceptance is declared at the same time.

(4) In addition, a contract can also be concluded individually by offer and acceptance via e-mail, telephone or other means of communication. We submit a non-binding offer to the customer for the desired service, which the customer can accept by making a declaration to us. This constitutes an offer to conclude a contract on the part of the customer, which we can accept by means of a separate declaration.

(5) A contract is only concluded when we accept your order by means of a declaration of acceptance. With the order confirmation or in a separate e-mail, but at the latest upon delivery of the goods or performance of the service, we will send you the text of the contract consisting of the order, GTC and order confirmation on a durable data medium.

(6) The contract shall be concluded in English.

(1) Performance times stated by us shall be calculated - if expressly agreed as binding - from the date of our order confirmation, subject to prior payment of the price (except in the case of purchase on account). Dates stated unilaterally by the customer (e.g. in an order) are deemed to be requested delivery dates. This also applies if ComplyMarket does not expressly object to the delivery dates stated by the Client. Only mutually agreed delivery dates shall be deemed binding.

(2) If no capacities are available for the services at the time of the customer's order, we shall inform the customer of this immediately in the order confirmation. If the service cannot be provided on a permanent basis, we shall be free to refrain from issuing a declaration of acceptance. In this case, a contract shall not be concluded. If the service specified by the customer in the order is only temporarily unavailable, we shall also inform the customer of this immediately in the order confirmation.

(3) Binding delivery dates are automatically postponed by a reasonable grace period if:

• the customer or third parties attributable to him do not fulfil their obligations to cooperate in due time
• Other obstacles (e.g. force majeure, power failure, etc.) occur for which ComplyMarket is not responsible.

(1) The place of deployment of the deployed persons shall be agreed between ComplyMarket and the Client. The place of deployment is usually one of ComplyMarket's locations or at the Client's premises.

(2) Insofar as services are to be provided by ComplyMarket on the Client's premises and special regulations applicable there (e.g. access regulations, safety regulations, etc.) are to be observed, the Client is obliged to inform ComplyMarket in good time about such regulations and their content.

(3) Work on the Client's IT systems, including the analysis and rectification of errors or defects in ComplyMarket's services, shall be carried out remotely unless there are compelling reasons preventing this.

(4) ComplyMarket is entitled to use third parties for the performance of the agreed service, provided that the interests of the Client do not conflict with this.

(1) All prices stated on our website or agreed individually are exclusive of the applicable statutory value added tax.

(2) Payments are due within 15 working days after invoicing without deduction if payment on account has been agreed. If payment is made directly via the website, it shall be due and payable immediately after the order has been placed using the payment methods offered there.

(3) In case of late payment ComplyMarket is entitled to charge default interest in the amount of 9 percentage points above the respective base interest rate and a flat fee of up to 50.00 Euro. In addition, ComplyMarket may temporarily suspend the provision of its services until payment is made in full. We will inform the Client of this without delay. The Customer's obligation to pay default interest does not preclude us from claiming further damages for default.

(4) ComplyMarket is entitled to adjust the agreed remuneration of a continuing obligation with effect vis-à-vis the Client for the first time after the expiry of the initial term. ComplyMarket will notify the Client of a change in remuneration in writing at least three months in advance. In case of an increase of the remuneration by more than 5%, the Client is entitled to terminate the respective continuing obligation with a notice period of three months after receipt of the request for increase as of the end of the current calculation period.

(1) The Client is obliged to reasonably cooperate in the provision of ComplyMarket's services. The Client will create all agreed prerequisites for the provision of ComplyMarket's services in a timely manner and provide us with the necessary documents.

(2) The customer's obligations to cooperate include, but are not limited to, the following:

• The customer undertakes to name legal contact persons and to notify any changes. The legal contact person must be authorised to conclude transactions and sign legally binding documents on behalf of the Client. ComplyMarket may send all notices and information concerning ComplyMarket's services to this contact person. Upon receipt by the recipient, these statements are deemed to have been received by the Client.
• The Client shall ensure that competent and decision-making persons are available on the agreed dates to enable ComplyMarket to carry out the work.
• The Client shall provide the persons employed by ComplyMarket with suitable workplaces for on-site work.
• The Client grants ComplyMarket the right and the possibility to use the Client's or third party's systems and data and enables access to these on the Client's network and via remote access, insofar as this is necessary for the provision of services by ComplyMarket and there is no important reason to the contrary.
• If the provision of services requires access to and use of internal customer information, documents or other records, the customer shall provide such information, documents or records in an appropriate format.
• The Client is obliged to report faults and/or defects in ComplyMarket's services in accordance with the requirements set out in the terms and conditions for software maintenance and support.
• The customer shall familiarise himself with the essential functional features of the software and shall bear the risk that the software does not meet his requirements.
• The customer may only use the software to the customary extent specified in the service description.
• The customer is responsible for providing a functional and sufficiently dimensioned hardware and software environment. The information on the requirements for the system environment is not tailored to a specific customer and only provides a rough indication of the necessary dimensioning of the system environment for the operation of the software within the usual framework. The required resources are essentially dependent on the type and scope of the subsequent actual use of the software by the customer. It may also be necessary to update the system environment for the operation of new versions due to changed system requirements within the scope of software maintenance.
• The customer will thoroughly test the software before productive use to ensure that it is free of defects and can be used in the existing system environment.
• The customer shall take reasonable precautions in the event that the software does not work properly in whole or in part, e.g. by regularly checking the results.
• The Client shall inform ComplyMarket without delay if third parties assert property rights (e.g. copyrights or patent rights) to the Software.

(1) We shall be liable for defects in accordance with the statutory provisions applicable in this respect.

(2) The limitation period for any warranty claims of the Customer against ComplyMarket due to material defects is one year from the statutory commencement of the limitation period.

(3) ComplyMarket only warrants for defects in the software created by ComplyMarket. No warranty is given for defects in third party software that ComplyMarket delivers to the Client free of charge or otherwise makes available free of charge.

(4) ComplyMarket fulfils the contractual obligations with the diligence of a prudent businessman. Unless expressly agreed, we do not assume any liability for a certain success or the correctness of the information.

(1) Claims of the customer for damages are excluded. Excluded from this are claims for damages by the customer 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 on our part, on the part of its legal representatives or vicarious agents or on the Product Liability Act. Material contractual obligations are those whose fulfilment is necessary to achieve the objective of the contract. ComplyMarket does not guarantee and is expressly not liable for the accuracy or authenticity of the evidence provided by Seller. We only check their existence, not their authenticity, accuracy and completeness.

(2) In the event of a breach of material contractual obligations, we shall only be liable for the foreseeable damage typical for the contract if such damage was caused by simple negligence, unless the customer's claims for damages are based on injury to life, body or health.

(3) The restrictions of paragraphs 1 and 2 shall also apply in favour of our legal representatives and vicarious agents if claims are asserted directly against them.

(4) The limitations of liability resulting from paragraphs 1 and 2 do not apply insofar as we have fraudulently concealed the defect or have assumed a guarantee for the quality of the item. The same applies insofar as we and the customer have reached an agreement on the quality of the item. The provisions of the Product Liability Act shall remain unaffected.

(5) ComplyMarket's maximum aggregate liability in contract, tort (including negligence and breach of statutory duty) or otherwise for any breach of these Terms and Conditions or any matter arising out of or in connection with the Services to be provided by ComplyMarket - including free services - shall be limited to the amount of remuneration owed by the Client to ComplyMarket for the Services provided under the relevant Project.

(1) The service:

• For suppliers of materials, components and products, the service provides the opportunity to promote their products and be reached by quality buyers.
• Provider account: ComplyMarket will set up an account for the Supplier's use of the Service on ComplyMarket.com ("Account"). The Supplier will receive a temporary password to log into the Account and is obliged to replace this password with a new password when logging in for the first time. The Supplier undertakes to keep the access data, such as login data, passwords and other data required to access the Service strictly confidential and not to disclose such data to third parties without ComplyMarket's prior written consent.
• Use of the service by the provider: The supplier is given the opportunity to promote its products and applications by posting information to the publicly searchable database of materials, components and products that is part of the service in order to generate sales leads and gain market intelligence.
• To be included in the search behaviour of potential buyers: In order for the Provider's information to be included in the Database, the Provider shall make available all information about its products and applications via the relevant functions offered as part of the Service in its account or, if another form of transmission has been agreed between the Parties, in the form and formats so agreed.
• Responsibilities of the provider: ComplyMarket does not verify the information provided by the Supplier before it is published, but reserves the right to take information offline and remove it if there are reasonable grounds to suspect that it may be inaccurate. The Supplier represents and warrants that all information provided as part of the Service, in particular information about materials, components and products and their properties, is accurate and up to date and that it will keep such information up to date during the Term. In the course of the Service, the Supplier may receive or have access to personal data from third parties, including but not limited to Buyer data. The Supplier represents and warrants (i) that it will treat any Buyer Personal Data it receives or accesses as part of the Service in accordance with its contractual obligations and applicable law and (ii) that it will only use such Personal Data for the purpose for which the Supplier received or accessed the data from ComplyMarket or the Data Subject.

(2) Rights:

• Licence: By providing data, text, logos and other images (still or moving), including but not limited to data about materials, components and products and their names, characteristics and sources (collectively, the "Data"), to ComplyMarket for use in connection with the Service, Supplier grants ComplyMarket a worldwide, perpetual, non-exclusive, transferable and sub-licensable (including through multiple tiers) licence to the Data and all rights (including but not limited to copyrights and their related rights, trademarks, design rights, database rights, patents, trade secrets, etc.), to ComplyMarket to make the Data available to its customers for a fee or free of charge in printed and electronic form, on storage media of any kind and via communication networks (including but not limited to the Internet), via browsers and specialised software applications on desktop and mobile systems, to combine it with other data or works of ComplyMarket or third parties and to incorporate it into databases which are the sole property of ComplyMarket and/or its licensees. The Supplier represents and warrants that (i) it owns the rights granted in the Data, (ii) it is entitled to grant such rights to ComplyMarket, and (iii) the rights granted are free from third party rights and other encumbrances that may affect the use of the Data under this Licence.
• Reference to the supplier: ComplyMarket shall have the right, but no obligation to the Supplier, to publicly and privately (i) refer to the Supplier as the source of the data provided by the Supplier and (ii) refer to the Supplier and the cooperation between the parties in marketing materials, components and products (online and offline), in both cases (i) and (ii) also by using the name and trademarks of the Supplier.
• Rights to databases: The Supplier has no rights to the databases created by ComplyMarket and/or its licensees, not even to the extent that these databases were created in whole or in part from the data provided by the Supplier under the contract. The Supplier itself is responsible for backing up the data. There will be no surrender by ComplyMarket.

(3) Compensation:

• Supplier shall indemnify, defend and hold harmless ComplyMarket and the Buyers and their respective directors, officers and employees, including their successors, heirs and assigns, against any and all liability, damages, losses or costs, including reasonable attorneys' fees and costs, arising in connection with any third party claim arising out of or related to:
• Data provided and/or published by the Supplier through the Service, or the use thereof by the Buyer, which violates any law or infringes or misuses any intellectual property right (including but not limited to copyright and its related rights, trademarks, design rights, database rights, patents, trade secrets, etc.).
• Data provided and/or published by the Provider through the Service is inaccurate or misleading.
• Unauthorised use of the service through the supplier's account.
• Any alleged or actual breach of the supplier's obligations under the contract.

(1) The service:

• ComplyMarket database and platform for materials, components and products: Through its internet platform ComplyMarket.com ("Service"), the core of which is a searchable database of materials, components and products, ComplyMarket helps buyers interested in materials to search, evaluate and source materials, components and products for their projects by aggregating and making available third-party data on those materials, components and products.
• Data sources: The data on the properties, applications and sources of materials, components and products displayed through the Service is provided by third parties, including suppliers. ComplyMarket does not verify this data for accuracy, but will remove it if it determines that the data is inaccurate. The source of data relating to specific materials, components and products will be displayed within the Service. If "ComplyMarket" is indicated as the source, the relevant data has been compiled by ComplyMarket from several third-party sources, in which case ComplyMarket will provide detailed information on the sources upon written request by the Buyer. Accordingly, any liability for their accuracy is excluded.
• The account of the buyer: The Buyer has the option to create an account for the Buyer's use of the Service with ComplyMarket.com ("Account"), which Account is required for the use of certain features of the Service. The Buyer undertakes to keep access data, such as login details, passwords and other data required to access the Service, strictly confidential and not to disclose such data to third parties without ComplyMarket's prior written consent.
• Use of the Service by the Buyer: The Buyer must be at least eighteen (18) years of age or older if local law requires a different minimum age for use of the Service. The Buyer may use the Service to locate, evaluate and procure materials, components and products and to learn about certain potential uses suggested by third parties, including Suppliers. However, the Buyer may not rely solely on the information provided by the Service when carrying out projects based on materials, components and products. The Buyer is solely responsible for ensuring that specific materials, components and products, are suitable and safe for the purposes or use cases intended or anticipated by the Buyer and comply with all applicable legal, regulatory and industry requirements. ComplyMarket has no ability or obligation to verify any third party information provided through the Service or to verify or analyse the Buyer's purposes.
• Responsibilities of the buyer: The Buyer shall ensure that (i) all information submitted under the Service is accurate and up to date and that it keeps such information up to date during the Term and (ii) it treats all third party personal data, including but not limited to Supplier data, received under the Service in accordance with its contractual obligations and applicable law. ComplyMarket does not verify the information provided by the Buyer, but reserves the right to take information offline and remove it if it reasonably suspects that it may be inaccurate. In such a case, ComplyMarket has the right to terminate the Buyer's use of the Service for cause and with immediate effect.

(2) Quality, availability, changes and interruptions:

• The Service will be continuously updated and developed over time. ComplyMarket may change the Service without prior notice, provided that the change is reasonable taking into account the interests of the Buyer. In particular, a change is not unreasonable for the Buyer if it is necessary to adapt the Service to changed circumstances with regard to technological developments, market requirements, changes in applicable law and in the case of new features, functions or services added to the Service. Therefore, the Buyer is granted a right of use only for the current version of the Service. If a change of the Service is not reasonable for the Purchaser, the Purchaser has the right to terminate the contract with immediate effect. Further claims of the Buyer against ComplyMarket due to changes of the Service within the scope of this clause 4.2 do not exist.

(1) The contracting parties undertake to keep secret all business and trade secrets or information designated as confidential which they receive or become aware of from the respective other party during the performance of the contract, also beyond the end of the contract, and to oblige the respective employees accordingly. Information and documents may not be made accessible to third parties who are not involved in the performance of the contract. The parties shall protect the subject matter of the contract as if it were their own documents worthy of protection. Each party may require the other to document the nature and scope of the organisational measures taken for this purpose.

(2) Information and documents which are generally known and accessible at the time of disclosure or which were already known to the receiving party at the time of disclosure or which were lawfully made accessible to it by third parties shall be exempt from the duty of confidentiality.

(3) The Customer is hereby informed that ComplyMarket collects, stores, processes and, if necessary, passes on to third parties its data to the extent necessary for the performance of the contract and on the basis of the provisions of data protection law (see also Data Protection Declaration).

(4) If and to the extent that the Client processes personal data on IT systems for which ComplyMarket is technically responsible, the Client must agree to the applicable data protection terms and conditions (commissioned processing) or conclude a separate contract for commissioned data processing with ComplyMarket.

(5) Unless otherwise agreed, both contractual partners may name the other as a reference contractual partner and use its logo on their website or on printed matter for marketing purposes.

In the case of contracts with IT services, in particular but not conclusively software solutions, our license conditions shall also apply.

(1) Contracts between us and the customers shall be governed by the law of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods. The statutory provisions on the restriction of the choice of law and the applicability of mandatory provisions remain unaffected.

(2) If the Customer is a merchant, a legal entity under public law or a special fund under public law, the place of performance and jurisdiction for all disputes arising from contractual relationships between the Customer and us is the registered office of ComplyMarket.

(3) The contract shall remain binding in its remaining parts even if individual points are legally invalid. The ineffective points shall be replaced by the statutory provisions, if any. Insofar as this would represent an unreasonable hardship for one of the contracting parties, the contract shall, however, become ineffective as a whole.

(4) All data, text, logos and other images (still or moving), including but not limited to data on materials, components and products and their names, characteristics and sources (collectively the "Data"), are the sole property of ComplyMarket, its suppliers and/or their respective licensors. The Client has no right to the databases created by ComplyMarket and/or its licensees.