General Terms and Conditions for participating companies of MAUD (Marketplace)
Table of contents
- 1. Subject matter and conclusion of the contract
- 2. Functionality of the MAUD Platform and Marketplace
- 3. Provision of the MAUD platform
- 4. Acquisition of limited rights of use of end user data
- 5. Restricted rights of use and conditions of use regarding end user data
- 6. Other obligations of the participating company
- 7. Submission of tenders
- 8. Claims for defects (warranty)
- 9. Indemnification obligations
- 10. Limitation of liability
- 11. Secrecy
- 12. Term and termination, suspension
- 13. Amendment of the general terms and conditions
- 14. Final provisions
1.1. Parties and subject matter of the contract. These General Terms and Conditions (GTC) regulate the legal relationship between us, MyAutoData GmbH in Munich and our customers (hereinafter referred to as "participating company" or "you") in relation to the provision of the marketplace of the MAUD platform ("MAUD"). Through the marketplace, Participating Companies may acquire limited rights of use to statistical or personal data of the driver, vehicle and trip data from end users of the MAUD platform (collectively "End User Data"), provided that they have consented to the corresponding use of the data. Our offer for the acquisition of limited rights of use is directed exclusively at entrepreneurs within the meaning of § 14 German BGB.
1.2. No deviating regulations. The validity of deviating provisions or provisions that go beyond these regulations is excluded. This applies in particular to general terms and conditions of the participating company, even if we accept an order from the participating company in which the participating company refers to its general terms and conditions and/or in which general terms and conditions of the participating company are attached and we do not object to this.
1.3. Conclusion of the contract. A contract free of charge according to these terms and conditions comes into effect when the participating company clicks the button "Register" on the registration page for companies and receives an e-mail from us confirming the registration. We reserve the right to check the company's details before confirming the registration and to contact the company in advance (by telephone). Clause 4.1 shall apply to the conclusion of contracts for the purchase of limited rights of use to end user data subject to a fee.
1.4. Obligations in electronic business transactions. § Section 312i (1) Nos. 1, 2 and 3 of the German Civil Code (BGB) and Section 312i (1) Sentence 2 of the German Civil Code (BGB), which provide for certain obligations of the entrepreneur in contracts in electronic business transactions, are hereby waived.
2.1. Data management (MAUD Basic). MAUD is a web-based platform on which end users can store, manage and evaluate various data in connection with the ownership and use of their vehicle (e.g. data on the vehicle, insurance, memberships or routes travelled). The MAUD Basic GTC and the data protection information of MAUD apply for end users.
2.3. Data release by end users. End consumers have the option of releasing all or part of their data to participating companies in the automotive sector. To do so, they give their data protection consent, the content of which can be found in the MAUD data protection information ("MAUD Data Protection Consent"). In return for the released data, the end users will receive compensation from us in the form of a share of the amount paid to us by participating companies for the end user's data. End users will also receive an overview of which participating companies have accessed their data and the amount of the end user’s revenue claims against us.
2.4. Acquisition of limited rights of use for end user data (marketplace). Participating companies can obtain limited rights of use to end user data via queries and in the form of leads.
a) Query. Participating companies can use the MAUD platform to select ("Queries") released end consumer data according to various criteria (e.g. vehicle brands) and data categories (e.g. household income, travel data). The MAUD platform then displays a price for the restricted usage rights for the selected data. Participating companies can then purchase the corresponding restricted usage rights to the selected end user data. These are available for seven days within the platform and may not be exported. The selected end user data can be without personal reference (e.g. "How many and which BMW models older than 5 years are driven in Ingolstadt"). Participating companies can also select personal end user data (e.g. data records with name and address). Personal data obtained from queries may not be used for direct advertising purposes. However, participating companies may present advertising to end users whose data they have received as a result of a query. For this participating companies can upload a corresponding text or graphic. The advertisement will be displayed to the end user on a digital billboard within the user account, provided that the end users have permitted corresponding advertising.
b) Leads. End users can express their interest in certain categories of products or services (e.g. new tires, car insurance) ("leads"). The participating company is shown leads relevant to them in an anonymous form. Participating companies can purchase limited rights to use leads and then have the opportunity to contact the end user via the internal messaging system of the MAUD platform, to clarify open questions and to submit offers.
Details of the ordering process for the acquisition of limited rights to end user data are regulated in section 4. Item 5 determines the scope of the restricted rights of use and the conditions for the use of end user data. The procedure for the initiation of contracts between participating companies and end consumers is regulated in Clause 7.
3.1. Availability. We strive to make the MAUD platform as widely available as possible with a target availability of 98% on an annual average (excluding announced maintenance windows). However, we do not owe any specific availability and participating companies cannot make any claims against us in case of failures.
3.2. Changes in services. We reserve the right to further develop MAUD and to change it for important reasons. Such a reason exists in particular if the change is necessary due to (i) a necessary adaptation to a new legal situation or jurisdiction, (ii) changed technical conditions, or (iii) the protection of system security. In addition, we may also reinstate individual additional functions. However, we will not make any changes that would unreasonably shift the contractual imbalance between us and you at your expense.
4.1. Order process. You can use queries to select the released end user data according to various criteria or to select the released end user data of leads. The MAUD platform then displays the scope of the data available for the query or the lead and the price for it. By clicking on the button "order subject to payment" you submit a binding offer for the purchase of the limited rights of use for the selected data against payment. A corresponding contract is concluded when we accept this offer, either by e-mail or by providing the relevant data within the MAUD platform. The scope of the limited rights of use is defined in Section 5
4.2. Due date. The fee for the limited rights of use of the data is due immediately.
4.3. Net prices. All prices are net prices plus the respective value added tax.
4.4. Payment methods. The payment of the fee can be made by credit card. There are no additional fees.
4.6. Data provision. We will provide you with the user data after receipt of payment of the fee. The data provision is carried out for queries with non-personal results in a common data format (e.g. Excel). The data is made available to you for download within the MAUD platform. Personal results of queries and data of leads are not made available for download and must remain within the MAUD platform.
4.7. Invoicing. The invoice is issued online by placing the invoice as a downloadable and printable PDF file in the customer menu (accessible via the MAUD platform) or by sending it by e-mail (online invoice).
4.8. Default of payment. If you are in arrears with the payment of the fee for usage data or if the payment fails, we reserve the right to block your MAUD usage account after a corresponding threat (by e-mail) and a grace period of one week. During the period of suspension, you will remain obliged to pay, but will no longer be able to use the functions of MAUD. We also reserve the right to terminate the contract without notice.
5.1. Scope. If you acquire rights to end user data, the provisions of this clause 5 apply.
5.2. Limited right of use. You are granted a non-exclusive, non-transferable and non-sublicensable right to use the Data for your own business purposes in accordance with the terms of this Agreement and in accordance with the MAUD End User Privacy Consent. Unless otherwise provided, the limited right of use will terminate if any of the following occurs: a) the end of the term of your account, b) the revocation of the MAUD end user's consent, or c) any other event specified in the ordering process. The right to use personal results of queries ends after seven days; the data will then no longer be available to you on the MAUD platform. Personal data may not be exported from the MAUD Platform (e.g. by means of screenshots, "page save" function of the browser, copy and paste function) and must remain within the Platform. Subject to clause 5.3, Personal Data may not be used for direct marketing purposes. Non-personal results of queries may be exported; your right of use is unlimited in time.
5.3. Initial contact via internal messaging system. If you use the data of leads to contact end consumers for the purpose of providing services, you must use the internal messaging system of the MAUD platform for the initial contact. Contact may only be established on those topics in which the end consumer has indicated his interest by selecting the corresponding interests in the MAUD platform. It is not allowed to contact the end user for other topics. It is also prohibited to contact directly (e.g. e-mail, telephone or address) to use leads without having contacted them beforehand regarding a concrete service offer via the internal messaging system of the MAUD platform You may only and only then use the direct contact data if the end user has signaled his interest in your concrete service offer via the internal messaging system of the MAUD platform. The direct contact data may then be used to process the concrete service offer. The procedure for the initiation of contracts between participating companies and end consumers is regulated in more detail in Section 7.
5.4. Restricted use. You may not use the data in connection with or for the operation of critical infrastructure such as power stations, military or defense installations, medical equipment or other devices, or in connection with products or services whose failure or impairment would result in unforeseeable economic or physical damage (e.g. driver assistance systems), including but not limited to critical infrastructure as defined by European Directive 2008/114/EC.
5.5. Regulatory compliance. You hereby undertake to comply with all applicable legal provisions, in particular those of Germany, and not to infringe the rights of third parties in the restricted use of end user data. This applies in particular with regard to the provisions of the law against unfair competition, consumer protection regulations and provisions on the protection of personal data.
5.6. Handling of personal data. If the data is personal data within the meaning of the GDPR, the following applies in addition: You act as an independent data protection officer with regard to the processing of the data. You hereby undertake towards us to comply with the provisions of the EU General Data Protection Regulation (GDPR) and all other applicable legal provisions for the protection of personal data when processing the data. In particular, you must inform those affected in accordance with Art. 13, 14 and 21 GDPR. Insofar as the fulfilment of the rights of the end consumer (Chapter 3 of the GDPR) requires your cooperation, you will provide us with appropriate support free of charge, in particular by providing information. This also applies insofar as the fulfilment of other obligations of the GDPR by us requires your assistance. If we inform you that an end consumer has revoked his MAUD data protection consent or other consent or has asserted a right to correction, deletion or restriction of processing or has lodged an objection to data processing, you will - if necessary - immediately check and implement the corresponding correction, deletion or restriction of processing and inform us of the result.
6.1. Usage account. You must keep the access data of your user account with MAUD secret and may not disclose them to any third party. You may not transfer your user account or access to it to third parties or use your user account for third parties. You must inform us immediately in the event of misuse or justified suspicion of misuse.
6.2. Correctness of information. The data you provide in MAUD must be correct and up-to-date. If the data changes, you must update it in MAUD immediately.
6.3. E-mail address. You must enter a valid e-mail address and check your inbox regularly. We can send you all relevant declarations and notifications via this e-mail address.
7.1. Request function. End users can request offers for individual products or services under the heading "Interests". Once you have acquired the limited usage rights to the corresponding leads, you can send offers to end users via MAUD's internal messaging system. In case of queries, you can contact end users via MAUD's internal messaging system. End users can express their interest or disinterest in individual offers.
7.2. Not legally binding, service provider. Your offer and the feedback of the end consumer are not legally binding declarations. If end consumers express interest in an offer, this does not constitute a contract. However, end consumers may only mark an offer as "interesting" if they have a serious interest in the concrete offer to conclude a contract. They may not give the end user the impression that a legally binding contract with the end user is being concluded via the MAUD platform. You must also make it clear that the service provider is you and not us. When concluding contracts with end consumers, you must comply with all legal provisions on your own responsibility, in particular with regard to consumer protection, price indications and distance selling law.
8.1. Quality of end user data. End-user data is largely based on input from end users. We assume no liability for the correctness of the end user data. Data on journeys is partly collected via the MAUD dongle and the MAUD Connect app. However, end users do not have to record all trips using MAUD-Premium. In this respect, we do not guarantee that the trip data is complete and up-to-date. If data is collected on persons other than MAUD users (e.g. partners or children), MAUD users are obliged to inform them and obtain their consent. We have no obligation to you to monitor compliance with these obligations by MAUD users. In this respect, we are not liable for information about third parties. The permissibility of the use of end user data is based on the end user's consent to data protection (MAUD data protection consent), which is a characteristic feature of the data. This consent can be revoked by end users at any time. In the event of revocation, the right of use by the participating companies also ends.
8.2. Applicable scope. Insofar as our services are subject to the provisions of tenancy law (e.g. provision of the MAUD platform or granting limited rights of use to end user data for a limited period of time), clauses 8.3 to 8.6 shall apply.
8.3. Freedom from defects. We shall provide our services free of material and legal defects and maintain them in a condition suitable for use in accordance with the contract during the term of the contract. Section 8.1 shall apply to the quality of end user data.
8.4. Notification of defects. You must report defects in our services to us immediately. In doing so, please explain the detailed circumstances of the defect as far as possible and reasonable.
8.5. Initial impossibility. Our strict liability for initial defects according to § 536a para. 1, Alt. 1 BGB is excluded. The fault-based liability remains unaffected.
8.6. Legal regulation. In all other respects, the statutory regulations on liability for defects shall apply subject to clause 10.
8.7. Statute of limitations. Claims for defects shall become statute-barred within twelve months. This shall not apply in the case of claims for defects to the extent that we are compulsorily liable by law (e.g. in the case of fraudulent intent, cf. clause 10.1 sentence 2).
8.8. Provided free of charge. Insofar as we provide services to you free of charge, the provisions on lease shall apply with priority, i.e. in particular, our liability for defects is limited to fraudulent intent in accordance with § 600 BGB, liability in accordance with § 599 BGB is limited to intent and gross negligence and the shortened limitation period of six months in accordance with § 606 BGB shall apply.
9.1. Obligation to indemnity. If third parties (including competitors, associations, supervisory authorities and other public bodies) assert claims or infringements of rights against us which are based on the allegation that you have breached your contractual obligations, in particular have used end users data in breach of provisions for the protection of personal data or competition law or have used the MAUD platform in any other illegal manner, the following shall apply: You will immediately indemnify us from these claims, offer us appropriate support in legal defiance and release us from the costs of legal defense. The claim for indemnification is independent of fault.
9.2. Conditions of the indemnity obligation. The prerequisite for the obligation to indemnify pursuant to Section 9.1 is that we inform you immediately in writing or in text form about any claims asserted, do not make any acknowledgements or equivalent declarations and enable you to conduct all court and out-of-court negotiations about the claims or infringements of rights at your expense - as far as possible.
10.1.Exclusion in certain cases. Unless otherwise provided for in clause 10.3, we shall be liable within the framework of the statutory provisions for damages, insofar as these
a) were caused by us intentionally or through gross negligence, or
b) were caused by us through slight negligence and are attributable to material breaches of duty which endanger the achievement of the purpose of this contract, or to the breach of duties the fulfilment of which makes the proper execution of this contract possible in the first place and on the observance of which you may rely (cardinal breach of duty).
Apart from that, our liability is excluded irrespective of the legal grounds, unless we are compulsorily liable by law, in particular due to injury to life, body or health of a person, assumption of an explicit guarantee, fraudulent concealment of a defect or according to the Product Liability Act.
10.2. Limitation in heights. In the case of clause 10.1 sentence 1 letter b) (slightly negligent breach of cardinal obligations), our liability is limited to the damage typically foreseeable for a contract of this type.
10.3. Services free of charge. Our liability is, in deviation from clauses 10.1 and 10.2, limited to intent and gross negligence for damages caused in the course of providing our services free of charge.
10.4. Our employees and representatives. The limitations of liability in sections 10.1 to 10.3 shall also apply to claims against our employees and agents.
11.1. Obligation of secrecy. You hereby undertake, during the term of this contract and for five years thereafter, to use and keep secret all confidential information within the meaning of Section 11.2 only for the purposes of this contract; in particular, the disclosure of confidential information to third parties requires our prior written consent.
11.2. Confidential information. "Confidential Information" shall mean all documents, information and data which have been made available to you or which have come to your knowledge on the basis of or in connection with this Agreement, whether in writing, in text form or orally marked or designated by us as "confidential", as well as all information which by its nature is confidential. Confidential information is in particular all end user data including its data structure, input and screen masks of the MAUD platform as well as prices for usage data of individual queries and the terms of this contract.
11.3. Exceptions. The obligations under Clause 11.1 do not apply (without any right or license being granted) to the extent that you can demonstrate that such Confidential Information is lawfully
a) were publicly available at the time of disclosure or have become publicly available thereafter, or
b) disclosed to you by another person, or
c) were already in your possession or known to you at the time of disclosure, or
d) developed by you independently of the Confidential Information, or
e) must be disclosed in accordance with statutory or administrative regulations or as a result of a court decision, if we are notified of this requirement without delay and the scope of disclosure is restricted as far as possible.
11.4. Third parties. No third parties in the above-mentioned sense are lawyers, auditors, tax authorities or other persons who are bound to secrecy by law.
11.5. Contractual penalty. For each case of culpable violation of the obligation of secrecy, you hereby undertake to pay us a contractual penalty to be determined by us at our reasonable discretion and, in the event of a dispute, to be reviewed by the competent court.
12.1. Indefinite term, termination. This contract begins on the day of the conclusion of the contract and is concluded for an indefinite period and can be terminated by you and by us at any time without giving reasons. If you terminate, you do not have to observe any period of notice. In the event of termination by us, a notice period of two weeks shall apply. The right of extraordinary termination remains unaffected.
12.2. Suspension and termination on suspicion of abuse. We can suspend or terminate your user account if there is a reasonable suspicion of misuse of your user account (e.g. false information, illegal or contractually contrary use of end user data).
12.3. Form of termination. The notice of cancellation must be in writing or text form (e.g. e-mail).
12.4. Data at contract end. At the end of the contract term we delete all data and information about your user account that you have stored in MAUD, unless we are obliged by law to store the data or need the data to enforce our claims or to defend ourselves in a specific dispute. At the end of the contract term, all open offers from end users still contained on the MAUD platform expire.
We are entitled to change these general terms and conditions. We will inform you about the planned change and the content of the new GTC at least six weeks before they take effect. The amendment shall be deemed to be approved if you do not object to us within six weeks of receipt of this information. We will draw your attention to this effect of silence in the notification of change. If you object to the change, the contract shall automatically end when the new GTCs come into effect. We will also draw your attention to this in the notification of change.
14.1. Statements and communications. We are entitled to send all declarations and notifications relating to the contractual relationship to the e-mail address you provided during registration. You will check your incoming mail regularly.
14.2. Applicable law and interpretation. This contract and all disputes arising in connection therewith shall be governed exclusively by German law to the exclusion of the UN Sales Convention. Legal terms in all language versions have the meaning according to the legal understanding in Germany under German law.
14.3. Contract language. If the text of the contract is available in German and English, the following applies: In the event of an objection or in case of ambiguity, the German version shall prevail.
14.4. Place of jurisdiction. If you are a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction is our place of business (currently Munich). However, we shall remain entitled to bring an action at your registered office.
14.5. Partial ineffectiveness. Should individual provisions of this contract be or become invalid, the validity of the remaining provisions shall not be affected. In place of the invalid provision, that which the parties would have agreed upon in good faith from an economic point of view according to the originally intended purpose shall apply. The same applies in the event of a contractual loophole.