Terms & Conditions | ComplyMarket Platform Usage Agreement

This page outlines the terms, conditions, and legal responsibilities governing the use of ComplyMarket's platform, products, and services. It explains user rights, obligations, acceptable use, and other important legal information.

General Terms and Conditions of Sale (GTC)

§ 1 Scope of application

(1) These General Terms and Conditions of Sale (hereinafter: GTC) apply to all contracts concluded between us, ComplyMarket GmbH, authorized representative: Dr. Mohamed Kassem, 244 Leopoldstraße, 80807 Munich, phone: +491637819457, e-mail: info@complymarket.com, (hereinafter: we or ComplyMarket) and you as our customer (hereinafter: customer).

(2) These Terms and Conditions of Sale 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 recognize 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) All agreements made between you and us in connection with the contract result in particular from these Terms and Conditions of Sale, our written order confirmation and our declaration of acceptance. Our license conditions also apply to the purchase of licenses.

(4) The version of the GTC valid at the time the contract is concluded shall apply.

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

(6) Individual agreements made with the customer in individual cases (including collateral 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 decisive for the content of such agreements. The customer's general terms and conditions shall not apply unless expressly agreed otherwise.

(7) ComplyMarket has the right to change the Legal Terms at any time, provided that it notifies the customer of these changes. The amended Legal Terms apply to all contracts after receipt of the notification.

§ 2 Subject matter of the contract

(1) ComplyMarket provides software, digital platform services, consultancy, and support services in the fields of product compliance, material compliance, sustainability compliance, environmental compliance, supply-chain compliance, global market access, and compliance management.

The services may include, in particular, the provision and operation of software solutions, online portals, AI-supported tools, databases, workflows, and related consulting services designed to support manufacturers, importers, distributors, suppliers, online sellers, and other economic operators in identifying, managing, documenting, and monitoring applicable compliance requirements for products, materials, components, packaging, batteries, and supply chains.

The Contractor supports customers in understanding and managing regulatory requirements in different target markets. This may include, depending on the agreed scope of services:

  • product compliance and global market access assessments;
  • identification of applicable laws, standards, directives, regulations, and market-entry requirements;
  • management of regulatory libraries and product-specific compliance requirements;
  • review and organization of compliance documentation, including certificates, declarations, technical files, test reports, supplier declarations, bills of materials, safety data sheets, and other product-related evidence;
  • AI-supported determination of product compliance requirements and compliance risks;
  • AI-supported analysis of supplier declarations, substance information, certificates, and regulatory documents;
  • material compliance and restricted substance management, including support related to REACH, RoHS, SCIP, PFAS, POPs, TSCA, Prop 65, and similar chemical or material compliance frameworks;
  • sustainability and ESG compliance support, including CSRD/ESG data collection, Digital Product Passport readiness, supply-chain sustainability information, and related reporting workflows;
  • packaging compliance, battery compliance, WEEE, and Extended Producer Responsibility support, including data collection, registration support, reporting preparation, evidence management, and country-specific compliance monitoring;
  • EU Authorized Representative, UK Authorized Representative, Responsible Person, Only Representative, or similar representative services, where separately agreed in writing and legally applicable;
  • product labeling, packaging, marketability, and documentation checks;
  • supplier communication, supplier data collection, questionnaire management, and compliance evidence tracking;
  • compliance gap analysis, action plans, and ongoing monitoring of regulatory changes;
  • customized software solutions, integrations, and digital workflows for product, material, chemical, sustainability, packaging, battery, EPR, and supply-chain compliance management;
  • training, advisory, project management, and implementation support related to the above services;
  • brokerage, coordination, or facilitation of third-party services, including laboratory testing, certification, registration, reporting, or regulatory representation services, where applicable and separately agreed.

The Contractor does not act as an accredited testing laboratory, notified body, certification body, legal advisor, tax advisor, or public authority unless expressly agreed in writing and legally permitted. Where mandatory testing, certification, registration, official approval, or legal assessment is required, such services may be performed by competent third parties or authorities. The Contractor may support the customer in preparing, organizing, reviewing, and coordinating the necessary documentation and processes, but final responsibility for product conformity, market placement, and compliance with applicable legal obligations remains with the customer unless otherwise mandatorily required by law or expressly agreed in a separate written mandate.

The exact scope, deliverables, timelines, fees, responsibilities, and any representative mandate shall be defined in the applicable offer, order form, statement of work, service agreement, or written mandate between the parties.

(2) ComplyMarket provides the services described in the contract or on the website. The exact description of the services can be found in the respective service description, which is part of the contract.

(3) Changes or additions to the contractually agreed services require a written agreement between the parties. ComplyMarket is entitled to make changes to the services insofar as these are necessary and do not significantly affect the overall scope of the contractual services.

(4) ComplyMarket reserves the right to expand, change or improve the services, insofar as this is reasonable taking into account the interests of the customer. In particular, ComplyMarket is entitled to make technical changes and further developments that take into account the latest state of the art.

(5) ComplyMarket will provide the services with the diligence of a prudent businessman and comply with the recognized rules of technology as well as the legal and official regulations.

(6) The customer is obliged to provide all necessary cooperation required for ComplyMarket to provide the services in good time and at its own expense. If the customer does not fulfill this obligation, ComplyMarket is entitled to invoice the additional expenses incurred as a result.

(7) If ComplyMarket provides services that are provided by third parties, ComplyMarket is entitled to carefully select and commission these third parties. ComplyMarket is liable for the proper selection and instruction of the third parties, but not for their provision of services.

(8) ComplyMarket is entitled to use the help of third parties to fulfill its contractual obligations and to use them as vicarious agents. ComplyMarket is liable for the proper selection and instruction of the vicarious agents.

(9) ComplyMarket will inform the customer immediately of any changes to the service description if these changes have a significant impact on the contractually agreed services. In this case, the customer has the right to terminate the contract within a reasonable period after receipt of the notification of change.

§ 3 Conclusion of contract

(1) The presentation and advertising of items and services in our online store does not constitute a binding offer to conclude a contract.

(2) By submitting an order via the online store by clicking the button "order with obligation to pay", you are placing 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 by this.

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

(4) A contract can be concluded 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 contract text consisting of the order, GTC and order confirmation on a durable medium.

(6) The contract shall be concluded in English.

§ 4 Performance time

(1) Performance times specified 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 specified 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 specified by the customer. Only mutually agreed delivery dates are considered 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 is permanently unavailable, 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 shall be automatically postponed by a reasonable grace period if:

  • a) the customer or third parties attributable to the customer do not fulfill their obligations to cooperate in a timely manner.
  • b) other obstacles (e.g. force majeure, power failure, etc.) occur for which ComplyMarket is not responsible.

§ 5 Implementation of the contract

(1) The location of the deployed persons is agreed between ComplyMarket and the customer. By default, the place of deployment is usually one of ComplyMarket's locations.

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

(3) Work on the customer'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 that prevent this.

(4) ComplyMarket is entitled to use third parties to perform the agreed service, provided that this does not conflict with the interests of the customer.

§ 6 Payment modalities

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

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

(3) In the event of late payment ComplyMarket is entitled to charge interest on arrears at a rate of 9 percentage points above the respective base interest rate. In addition, ComplyMarket may temporarily suspend the provision of its services until full payment has been made. We will inform the customer of this immediately. The obligation of the customer to pay interest on arrears does not exclude the assertion of further damages caused by default by us.

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

§ 7 Duty to cooperate

(1) The customer is obliged to appropriately cooperate in the provision of ComplyMarket's services. The customer shall create all agreed conditions for the provision of ComplyMarket's services in good time and provide us with the necessary documents.

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

  • a) The customer undertakes to name legal contact persons and to notify any changes. The legal contact person must be authorized to enter into transactions and sign legally binding documents on behalf of the customer. ComplyMarket may send all notices and information relating to ComplyMarket's services to this contact person. Upon receipt by the recipient, these declarations are deemed to have been received by the customer.
  • b) The customer shall ensure that competent and authorized persons are available on the agreed dates to enable ComplyMarket to carry out the work.
  • c) The customer shall provide the persons employed by ComplyMarket with suitable workplaces for work on site.
  • d) The customer grants ComplyMarket the right and the possibility to use the systems and data of the customer or third parties and enables access to these in the customer'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.
  • e) If access to and use of internal customer information, documents or other records is required for the provision of services, the customer shall make this information, documents or records available in a suitable format.
  • f) The customer 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.
  • g) The customer must familiarize himself with the essential functional features of the software and bears the risk that the software does not meet his requirements.
  • h) The customer may only use the software to the usual extent specified in the service description.
  • i) The customer is responsible for providing a functional and sufficiently dimensioned hardware and software environment. The information on the requirements for the system environment are not tailored to a specific customer and only provide 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 as part of software maintenance.
  • j) The customer shall thoroughly test the software before productive use to ensure that it is free of defects and can be used in the existing system environment.
  • k) The customer must take appropriate precautions in the event that the software does not work properly in whole or in part, e.g. by regularly checking the results.
  • l) The customer shall inform ComplyMarket immediately if third parties assert property rights (e.g. copyrights or patent rights) to the software.

(3) Further, project or order-specific obligations to cooperate shall also be agreed individually in the contract.

§ 8 Warranty for defects

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

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

(3) ComplyMarket only provides a warranty for defects in the software created by ComplyMarket. No warranty is provided for defects in third party software that ComplyMarket supplies to the customer free of charge or otherwise makes available free of charge.

(4) ComplyMarket fulfills its contractual obligations with the diligence of a prudent businessman. Unless expressly agreed, we assume no liability for a certain success or the correctness of the information.

§ 9 Liability

(1) Claims of the customer for damages are excluded. Excluded from this are claims for damages by the customer arising from injury to life, body 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 by us, our legal representatives or vicarious agents or on the Product Liability Act. Essential contractual obligations are those whose fulfillment is necessary to achieve the objective of the contract.

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

(3) The restrictions of paragraphs 1 and 2 shall also apply in favor 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 shall not apply if we have fraudulently concealed the defect or have assumed a guarantee for the quality of the item. The same applies if we and the customer have reached an agreement on the quality of the item. The provisions of the Product Liability Act 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.

§ 10 Special conditions for suppliers/manufacturers

(1) The service:

  • a) For suppliers of materials, components and products, the service offers the opportunity to promote their products and be reached by quality buyers.
  • b) Provider account: ComplyMarket will set up an account for the Supplier's use of the Service on ComplyMarket.cloud ("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 treat the access data, such as login data, passwords and other data required to access the Service, as strictly confidential and not to disclose this data to third parties without the prior written consent of ComplyMarket.
  • c) Use of the service by the provider: The supplier is given the opportunity to promote its products and applications by adding 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,
  • d) to be included in the search behavior of potential buyers: In order for the Provider's information to be included in the Database, the Provider shall make all information about its products and applications available through 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.
  • e) 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 characteristics, is accurate and up to date and that it will keep such information up to date during the Term. As part of the Service, the Supplier may receive or have access to personal data of third parties, including but not limited to data of Buyers.
    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 Supplier received or gained access to the data from ComplyMarket or the data subject.

(2) Rights:

  • a) License: 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, the Supplier grants ComplyMarket a worldwide, perpetual, non-exclusive, transferable and sub-licensable (including through multiple tiers) license 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 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 specialized 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 that are the sole property of ComplyMarket and/or its licensees, for a fee or free of charge. Supplier represents and warrants that it (i) owns the rights granted in the Data, (ii) is authorized to grant such rights to ComplyMarket, and (iii) that the rights granted are free from third party rights and other encumbrances that may interfere with the use of the Data under this License.
  • b) Reference to the supplier: ComplyMarket has the right, but no obligation to the Supplier, to publicly and privately (i) refer to the Supplier as the source of data provided by the Supplier and (ii) refer to the Supplier and the collaboration between the parties in marketing materials, components and products (online and offline), in both cases (i) and (ii) also by using the Supplier's name and trademarks.
  • c) Rights to databases: The Supplier has no rights to the databases created by ComplyMarket and/or its licensees, even to the extent that such databases were created in whole or in part from data provided by the Supplier under the Agreement.

(3) Compensation: Supplier shall indemnify, defend and hold harmless ComplyMarket and Buyers and their respective directors, officers and employees, including their successors, heirs and assigns, against any liability, damages, losses or costs, including reasonable attorneys' fees and costs, incurred in connection with any third party claim arising out of or relating to:

  • a) data provided and/or published by the Supplier through the Service or its use by the Buyer that violates any law or infringes or misappropriates any intellectual property right (including but not limited to copyrights and their related rights, trademarks, design rights, database rights, patents, trade secrets, etc.).
  • b) Data provided and/or published by the Provider via the Service is inaccurate or misleading;
  • c) unauthorized use of the Service through the Supplier's account; and
  • d) any alleged or actual breach of the Supplier's obligations under the contract.

§ 11 Special Conditions for Customers / Buyers

(1) The Service

  • a) ComplyMarket platform and compliance services
  • b) ComplyMarket provides an online compliance management platform, AI-supported tools, databases, workflows, consultancy, and related support services for product compliance, material compliance, sustainability compliance, supplier compliance, Extended Producer Responsibility, Digital Product Passport readiness, and global market access.

    The Service is intended to support customers, including manufacturers, importers, distributors, suppliers, online sellers, and other economic operators, in identifying, organizing, documenting, monitoring, and managing applicable compliance requirements for products, materials, components, packaging, batteries, waste streams, and supply chains.

    The Service may include, depending on the agreed scope, product requirement identification, regulatory library management, compliance evidence management, supplier documentation collection, technical documentation review, marketability assessment, labeling and packaging compliance checks, EPR data and evidence management, DPP data workflows, AI-supported compliance analysis, and communication with suppliers or internal teams.

    Data sources and customer-provided information: The Service may process, display, analyze, or organize data from different sources, including information provided by the Customer, suppliers, manufacturers, distributors, laboratories, certification bodies, public authorities, regulatory databases, public sources, third-party providers, and ComplyMarket's own compliance content.

    The accuracy, completeness, and timeliness of third-party data and customer-provided data cannot be guaranteed by ComplyMarket unless a specific verification or review service has been expressly agreed in writing. ComplyMarket may use such information to support compliance analysis, requirement mapping, risk assessment, evidence tracking, supplier communication, and marketability workflows.

    Where ComplyMarket identifies information that appears incomplete, outdated, inconsistent, or inaccurate, ComplyMarket may notify the Customer, request clarification, mark the information accordingly, restrict its use, or remove it from the platform. However, ComplyMarket is not responsible for the accuracy of information supplied by the Customer, its suppliers, or other third parties.
  • c) Customer account: The Customer may be required to create an account to access certain features of the Service. The Customer shall keep all login credentials, passwords, API keys, access links, and other authentication data strictly confidential and shall not disclose them to third parties without ComplyMarket's prior written consent.

    The Customer is responsible for all activities carried out through its account, unless such activity results from ComplyMarket's own breach of duty. The Customer shall notify ComplyMarket without undue delay if it becomes aware of unauthorized access, misuse, or any suspected security incident affecting its account.
  • d) Use of the Service by the Customer: The Customer may use the Service only for lawful business purposes and in accordance with the applicable contract, offer, order form, statement of work, user documentation, and applicable laws.

    The Service is intended to support compliance management and decision-making, but it does not replace the Customer's own responsibility for product conformity, market placement, product safety, legal compliance, supplier qualification, testing, certification, registration, or reporting obligations.

    The Customer shall not rely solely on automated outputs, AI-generated results, third-party data, or platform indicators when placing products on the market. The Customer remains responsible for confirming that its products, materials, components, packaging, documentation, labels, declarations, registrations, and reports meet all applicable legal, regulatory, technical, contractual, and marketplace requirements.

    ComplyMarket may provide recommendations, risk indicators, marketability assessments, warnings, document reviews, or compliance gap analyses. Such outputs are based on the information available to ComplyMarket at the relevant time and on the data provided or made accessible by the Customer and third parties. Unless expressly agreed in writing, such outputs do not constitute a certification, official approval, laboratory test result, legal opinion, tax advice, or guarantee of product conformity.
  • e) Customer responsibilities: The Customer shall ensure that:
    • i. all information, documents, product data, supplier data, sales data, market data, material data, substance information, packaging data, battery data, EPR data, and other information submitted to or used within the Service is accurate, complete, up to date, and lawfully provided;
    • ii. it has all necessary rights, permissions, licenses, and legal bases to provide such information to ComplyMarket and to allow ComplyMarket to process it for the agreed services;
    • iii. it updates the information during the term of the contract whenever relevant facts, product specifications, suppliers, markets, legal status, documentation, or compliance evidence change;
    • iv. it handles personal data, confidential information, supplier information, and third-party data in accordance with applicable law and contractual obligations;
    • v. it reviews the results, warnings, reports, recommendations, and outputs provided through the Service before taking business, regulatory, or market-placement decisions;
    • vi. it obtains any mandatory testing, certification, registration, authorization, representative mandate, official approval, or legal assessment required for its products or markets.
    If ComplyMarket reasonably suspects that information provided by the Customer is inaccurate, incomplete, unlawful, misleading, outdated, or creates compliance, security, legal, or reputational risk, ComplyMarket may request clarification, suspend processing of the relevant information, restrict access to affected features, remove affected information, or suspend the Customer's use of the Service until the issue is resolved. In serious cases, ComplyMarket may terminate the contract for cause.
  • f) Representative, registration, reporting, and third-party services: Where the Customer requests EU Authorized Representative, UK Authorized Representative, Responsible Person, Only Representative, EPR registration, EPR reporting, laboratory testing, certification, or similar services, such services require a separate written mandate, order, statement of work, or service agreement.

    ComplyMarket may provide such services directly where legally permitted, or may coordinate, facilitate, or broker third-party services through competent partners, schemes, laboratories, consultants, certification bodies, authorities, or service providers. Unless expressly agreed otherwise, ComplyMarket is not responsible for delays, decisions, fees, rejections, or requirements imposed by authorities, schemes, certification bodies, laboratories, online marketplaces, or other third parties.

(2) Quality, availability, changes, and interruptions

The Service is continuously updated, improved, and developed over time. ComplyMarket may modify, expand, reduce, replace, or discontinue individual features, workflows, interfaces, databases, AI models, regulatory content, or technical components of the Service, provided that such change is reasonable taking into account the interests of the Customer.

Changes may be necessary, in particular, to reflect technological developments, security requirements, AI model improvements, new or changed regulations, market requirements, third-party data availability, software updates, infrastructure changes, cybersecurity requirements, or new services and functions added to the platform.

The Customer is granted access only to the then-current version of the Service. ComplyMarket will use commercially reasonable efforts to maintain the availability, security, and functionality of the Service, but uninterrupted availability cannot be guaranteed. Temporary interruptions may occur due to maintenance, updates, security measures, infrastructure issues, force majeure, third-party service interruptions, or other events outside ComplyMarket's reasonable control.

If a material change to the Service is unreasonable for the Customer and substantially affects the agreed contractual use, the Customer may terminate the affected service in accordance with the applicable contract.

Further claims due solely to reasonable changes, updates, interruptions, or technical developments of the Service are excluded to the extent permitted by law.

§ 12 Data protection / Confidentiality

(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 other party during the execution of the contract, even after 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 execution of the contract. The parties shall protect the subject matter of the contract as they would their own documents worthy of protection. Each party may require the other party to document the type and scope of the organizational 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 confidentiality obligation.

(3) The customer is hereby informed that ComplyMarket collects, stores, processes and, if necessary, passes on his data to third parties to the extent necessary for the fulfillment of the contract and on the basis of the data protection regulations (see also Privacy Policy: https://www.complymarket.com/en/privacy-and-policy).

(4) If and insofar as the customer processes personal data on IT systems for which ComplyMarket is technically responsible, the customer must agree to the applicable data protection conditions (order processing) or conclude a separate contract for order 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.

§ 13 Licensed products

For contracts with IT services, in particular but not exclusively software solutions, our license conditions also apply.

§ 14 Final provisions

(1) The law of the Federal Republic of Germany shall apply to contracts between us and the customer to the exclusion of the UN Convention on Contracts for the International Sale of Goods. The statutory provisions restricting the choice of law and the applicability of mandatory provisions shall 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. However, if this would constitute an unreasonable hardship for one of the contracting parties, the contract as a whole shall become invalid.

(4) All 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"), are the sole property of ComplyMarket, its suppliers and/or their respective licensors. Customer has no right to the databases created by ComplyMarket and/or its licensees.

I. Conditions for the acquisition and use of software

§ 1 Applicability

(1) These license conditions apply to the permanent transfer of the software to the customer and its use by the customer.

(2) The contract for the purchase and use of software is concluded between the company ComplyMarket GmbH, authorized representative: Dr. Mohamed Kassem, 244 Leopoldstraße, 80807 Munich, phone: +491637819457, e-mail: info@complymarket.com, hereinafter referred to as "Licensor", and the customer. The customer is exclusively an entrepreneur within the meaning of § 14 BGB.

§ 2 Scope of services

1. ComplyMarket provides the customer with the Software, including the application documentation contained in the software, subject to the terms of use set out in these terms and conditions and in the offer. The source code of the software and its transfer to the customer are not part of the contract.

2. The agreed quality of the software results exclusively from the service description for the software in the offer. ComplyMarket is not liable for any further qualities. In particular, such an obligation does not arise from other guarantees of the software in public statements by ComplyMarket, employees of ComplyMarket or sales partners.

3. Insofar as employees or sales partners of ComplyMarket provide guarantees prior to the conclusion of the contract, these shall only be deemed accepted by ComplyMarket if they have been confirmed by the management of ComplyMarket.

§ 3 Provision of the software

Any transfer of the software by the customer without the consent of ComplyMarket is prohibited, unless this is permitted by law. In the case of a permitted transfer of the software, the following applies:

  • a) The software must be passed on in full and the customer's own use of the software must be discontinued completely. Temporary or partial transfer of the software to third parties, whether for a fee or free of charge, is prohibited.
  • b) The customer shall hand over all copies of the program to the third party, including existing backup copies. Any copies not handed over shall be destroyed.
  • c) Installations of the software at the customer must be deleted and the deletion must be confirmed to ComplyMarket.
  • d) The customer is obliged to inform ComplyMarket of the name and full address of the third party.
  • e) The customer undertakes to ensure that the third party accepts the license conditions and the agreed choice of law of ComplyMarket as well as the place of jurisdiction.
  • f) The third party is not entitled to use and/or transfer the software to a greater extent than the customer was entitled to before the transfer.
  • g) The customer undertakes to ensure that the same duties of care and information regarding the software apply to the third party as to ComplyMarket.
  • h) The customer may not transfer the software to a third party if there is reasonable suspicion that the third party will violate the terms of the contract.
  • i) If the Client violates these provisions, the Client shall be liable for all resulting damages, without prejudice to any further claims of ComplyMarket against ComplyMarket.

§ 4 Scope of use

1. With the purchase of a license, ComplyMarket grants the customer a simple, non-exclusive, unlimited and non-transferable right to use the software within the scope of use specified below and in the offer.

2. In the case of SaaS, ComplyMarket grants the customer the following during the term of the contract:

  • a. The simple rights of use required for the agreed use of the software
  • b. The simple right to install the client software on the required number of computers and to utilize the functionalities of the software via the Internet

3. The software consists of a server component and a client component. The following applies:

4. When purchasing a license, the customer may only install the server component on the number of servers specified in the offer. If no specific number of servers has been agreed, installation is only permitted on one server.

5. The customer may only use the client Component for the number of natural persons, i.e. users, specified in the offer.

6. Users are created via the software's user administration. Users must be entered by name (named user license model).

7. The customer may only use the software to carry out its own internal business transactions and the internal business transactions of its group of companies (affiliated companies). For the purposes of these provisions, an affiliated company is any legal entity belonging to a party (subsidiary) to which a party belongs (parent company) or which belongs to the same owner as a party (sister company). For the purposes of this definition, "owned" means control of more than 50% of the shares in an entity. The following is prohibited without the prior written consent of ComplyMarket:

8. to temporarily make the software available to companies other than the affiliated companies (e.g. as Application Service Providing (ASP) or SaaS)

9. The use of the software for the training of persons who are not employees of the customer or its affiliated companies is generally prohibited.

10. Duplication of the software is only permitted to the extent that this is necessary for use in accordance with the contract. The customer may make backup copies of the software to the extent necessary. Backup copies on portable data carriers must be marked as such and provided with a copyright notice in favor of ComplyMarket.

11. The customer is not authorized to make changes, extensions or other adjustments to the software, unless it is permitted by law. The customer is only entitled to rectify errors himself or have them rectified by third parties if ComplyMarket is not willing or able to rectify such software errors reported by the customer.

12. The customer is not entitled to decompile the software, unless this is permitted by law. This only applies if ComplyMarket has not provided the data required to establish interoperability with other hardware or software after a corresponding request with a reasonable deadline.

13. If ComplyMarket provides the customer with a new version of the software, this new version is also subject to these License conditions. The rights of use to the older version expire with the productive use of the new version, but no later than four weeks after the first use for test purposes.

14. Insofar as ComplyMarket provides the customer with software or copyright-protected services, the customer receives the same rights of use as for the ComplyMarket software.

15. The aforementioned granting of rights is subject to full payment of the agreed remuneration. The customer is entitled to use the software exclusively for test purposes for the period from provision until payment of the service.

§ 5 Diagnostics

For operational monitoring, product improvement and error analysis, the software transmits diagnostic data to ComplyMarket via a secure connection as standard. Personal data is only transmitted in pseudonymized form (see also privacy policy: https://www.complymarket.com/en/privacy-and-policy).

§ 6 Open source software

1. The software consists of software created by ComplyMarket itself as well as open source software.

2. The granting of rights by ComplyMarket to the customer (see § 4) expressly does not include the open source software. The open Source Software is made available to the customer exclusively on the basis and under the conditions of the respective open Source Licenses.

§ 7 Software protection and audit rights

1. The customer is obliged to store the software carefully in order to prevent misuse.

2. Copyright notices, serial numbers and other features of the software that serve to identify the program may not be removed or changed. The same applies to the suppression of the screen display of such features.

3. Upon request, the customer will inform ComplyMarket about the installations and copies of the Software made by him and their whereabouts.

4. The customer shall ensure that the software stored on data carriers, memories or other hardware is completely and permanently deleted:

5. He transfers the data carriers, memory or other hardware on which the software is stored in whole or in part to third parties.

6. He gives up direct possession of the data carriers, storage devices or other hardware on which the software is stored in whole or in part.

7. ComplyMarket is entitled to check the use of the software remotely once a year.

8. In exceptional cases, ComplyMarket may carry out on-site inspections if:

9. The customer refuses remote verification

10. The remote check does not provide meaningful results.

11. There are indications that the customer is in breach of contract.

12. The customer shall provide ComplyMarket with appropriate support in carrying out the inspections. On-site inspections will be announced by ComplyMarket four weeks in advance.

13. The customer shall bear the costs of the inspection if the inspection reveals use that is not in accordance with the contract. ComplyMarket may transfer the right of inspection to third parties.

§ 8 Termination of the right to use the software

Upon termination of the customer's right to use the software, the customer returns the software to ComplyMarket and deletes all copies of the software made, unless the customer is legally obliged to keep them for longer. The customer must provide ComplyMarket with evidence of the deletion.

II. Conditions for software rental

§ 1 Scope of application

(1) These Terms and Conditions apply to the provision of the software for temporary use by ComplyMarket to the customer.

(2) The software rental contract is concluded between the company ComplyMarket UG, authorized representative: Dr. Mohamed Kassem, 244 Leopoldstraße, 80807 Munich, phone: +491637819457, e-mail: info@complymarket.com, hereinafter referred to as "Licensor", and the customer. The customer is exclusively an entrepreneur within the meaning of § 14 BGB.

§ 2 Scope of services

(1) ComplyMarket provides the customer with the software, including the application documentation contained in the software, for the agreed rental period in accordance with the terms of use set out in these terms and conditions and in the offer. The source code of the software and its transfer to the customer are not part of the contract.

(2) The agreed quality of the software results exclusively from the service description for the software in the offer. ComplyMarket is not liable for any further qualities. In particular, such an obligation does not arise from other guarantees of the software in public statements by ComplyMarket, employees of ComplyMarket or sales partners.

(3) Insofar as employees or sales partners of ComplyMarket provide guarantees prior to the conclusion of the contract, these shall only be deemed accepted by ComplyMarket if they have been confirmed by the management of ComplyMarket.

(4) ComplyMarket provides software maintenance and support for the customer during the term of the contract. The scope of the services to be provided is set out in the terms and conditions for software maintenance and support.

(5) The provisions on the rectification of defects in Section 12 of the GTC shall also apply to software rental. Section 12.1 Remedy of defects in the case of license purchase shall not apply.

§ 3 Rights of use

The permitted scope of use by the customer and all other rights and obligations of the parties in relation to the software are set out in the terms and conditions for the purchase and use of software.

§ 4 Obligations of the customer to cooperate

The customer is obliged to regularly back up the data to which he has access. The data backups must be stored in such a way that it is possible to restore the backed-up data.

§ 5 Remuneration

(1) A recurring fee is agreed for the software rental. This remuneration is payable for the entire term of the license and is due at regular intervals in accordance with the payment modalities specified in the offer.

(2) This remuneration and the payment modalities (deadlines) are specified in the offer.

(3) If ComplyMarket and the customer subsequently agree to extend the scope of use, the remuneration shall be increased by the agreed amount. This adjustment of the remuneration shall take effect from the time at which the extension of the scope of use or the additional services are utilized.

(4) If the customer defaults on a payment, ComplyMarket is entitled to charge default interest in the amount of 9 percentage points above the applicable base interest rate if the customer is an entrepreneur. ComplyMarket reserves the right to claim further damages caused by default.

(5) If the customer defaults on payment, ComplyMarket is entitled to temporarily suspend its services and to block access to the licensed software until all payments due, including default interest and reminder costs, have been settled in full. In this case, the customer remains obliged to pay the remuneration.

§ 6 Term and termination

(1) The contract for the provision of software begins with the provision of the software and has a minimum term of twelve months. Thereafter, it shall be automatically extended by a further twelve months.

(2) The software, platform, digital service, or access-based service shall be deemed to have been provided to the Customer at the time when ComplyMarket makes the agreed service available to the Customer in accordance with the applicable offer, order form, statement of work, or service agreement.

(3) For cloud-based or portal-based services, provision shall be deemed to occur when ComplyMarket provides the Customer with access to the relevant online platform, customer account, login credentials, access link, API access, or other means enabling the Customer to access and use the agreed service.

(4) For downloadable software, provision shall be deemed to occur when ComplyMarket provides the Customer with a download link, license key, activation code, or other technical means required to access, install, or activate the software.

(5) If extensions to the scope of use of the software are agreed during an ongoing contract, the term and notice period of the current contract shall apply to these extensions.

(6) The contract can be terminated by either party at the earliest at the end of the minimum term with a notice period of three months.

(7) The right of each contracting party to extraordinary termination for good cause remains unaffected.

(8) The contract can only be terminated in its entirety. Partial terminations, e.g. for individual modules, apps or similar, are not permitted.

III. Conditions for Software as a Service (SaaS)

§ 1 Scope of application

(1) These terms and conditions apply to ComplyMarket's SaaS services. These include:

  • Temporary transfer of the software
  • Provision of the cloud server including the required storage space
  • Technical operation of the server components of the software. The customer can therefore use the functionalities of the software by means of online access via the client software installed at the client's premises.

(2) The Software as a Service contract is concluded between the company ComplyMarket GmbH, authorized representative: Dr. Mohamed Kassem, 244 Leopoldstraße, 80807 Munich, phone: +491637819457, e-mail: info@complymarket.com, hereinafter referred to as "Licensor", and the customer. The customer is exclusively an entrepreneur within the meaning of § 14 BGB.

§ 2 Scope of services

(1) ComplyMarket grants the customer the right to use the software via the Internet for the agreed contract period. For this purpose, the ComplyMarket software is installed on a server, technically operated and connected to the Internet in such a way that the customer can access it via an encrypted connection. In addition, ComplyMarket provides the necessary storage space for the customer's data.

(2) The client software and access data required for accessing and using of the software shall be made available to the customer in good time.

(3) The agreed quality of the software results from the service description contained in the offer. ComplyMarket is not liable for any further qualities. In particular, such an obligation does not arise from other guarantees of the software in public statements by ComplyMarket, employees of ComplyMarket or sales partners.

(4) Insofar as employees or sales partners of ComplyMarket provide guarantees prior to the conclusion of the contract, these shall only be deemed accepted by ComplyMarket if they have been confirmed by the management of ComplyMarket.

(5) ComplyMarket provides software maintenance and support for the customer during the term of the contract. The scope of the services to be provided is set out in the terms and conditions for software maintenance and support.

(6) ComplyMarket carries out a daily backup of the customer's data. The backup is stored for a period of 30 days.

§ 3 Rights of use

The permitted scope of use by the customer and all other rights and obligations of the parties in relation to the software are set out in the terms and conditions for the purchase and use of the software.

§ 4 Availability

The availability of the system is based on the service level agreement for support and hosting.

§ 5 Obligations of the customer to cooperate

(1) The customer is obliged to create the system requirements for the provision of the SaaS services in his area. This includes:

  • a. Functionality of its Internet access, including the transmission paths from and to the transfer point to the host system
  • b. Installation of the latest version of the client software required for access on sufficiently dimensioned computers

(2) The customer is responsible for protecting his access data from unauthorized access by third parties. The customer must change his access data immediately if he becomes aware that third parties have access to his access data. The customer is also obliged to inform ComplyMarket immediately if there are indications that his access data to the software has been or is being misused by third parties.

(3) The customer is obliged to inform ComplyMarket of any disruptions to the availability of the system. As far as possible, the customer shall provide details of the disruption so that ComplyMarket can investigate the cause and extent of the disruption.

§ 6 Remuneration

(1) Recurring remuneration is agreed for SaaS.

(2) This remuneration and the payment modalities (deadlines) are specified in the offer.

(3) If ComplyMarket and the customer subsequently agree to extend the scope of use, the remuneration shall be increased by the agreed amount. This adjustment of the remuneration shall take effect from the time at which the extension of the scope of use or the additional services are utilized.

(4) If the customer defaults on a payment, ComplyMarket is entitled to charge default interest in the amount of 9 percentage points above the applicable base interest rate if the customer is an entrepreneur. ComplyMarket reserves the right to claim further damages caused by default.

(5) If the customer defaults on payment, ComplyMarket is entitled to temporarily suspend its services and to block access to the licensed software until all payments due, including default interest and reminder costs, have been settled in full. In this case, the customer remains obliged to pay the remuneration.

§ 7 Term and termination

(1) The contract for SaaS begins with the provision of the software and has a minimum term of twelve months. Thereafter, it shall be automatically extended by a further twelve months.

(2) The time of provision of the client software and the access data to the customer shall be deemed to be the time of provision of the software.

(3) If extensions to the scope of use of the software are agreed during an ongoing contract, the term and notice period of the current contract shall apply to these extensions.

(4) The contract can be terminated by either party at the earliest at the end of the minimum term with a notice period of three months.

(5) The right of each contracting party to extraordinary termination for good cause remains unaffected.

(6) The contract can only be terminated in its entirety. Partial terminations, e.g. for individual modules, apps or similar, are not permitted.

IV. Conditions for software maintenance and support

§ 1 Scope of application

(1) These terms and conditions apply to the provision of software maintenance and support by ComplyMarket for the software included in the ComplyMarket offer.

(2) The contract for software maintenance and support is concluded between the company ComplyMarket GmbH, authorized representative: Dr. Mohamed Kassem, 244 Leopoldstraße, 80807 Munich, phone: +491637819457, e-mail: info@complymarket.com, hereinafter referred to as "Licensor", and the customer. The customer is exclusively an entrepreneur within the meaning of § 14 BGB.

§ 2 Scope of services

(1) ComplyMarket will further develop the software, correct errors and regularly provide the customer with new versions of the software (minor and major releases).

(2) The subject of the software maintenance is always the current total stock of the software licensed by the customer, including any subsequent extensions to the license stock.

(3) The hardware and software requirements announced with the publication of ComplyMarket apply to the respective versions of the software. The system requirements may change in the course of further development of the software.

(4) As part of the provision of new versions of the software, ComplyMarket is entitled to change the open source software used and to use additional open source software, provided that this does not or only insignificantly impair the customer's contractually agreed options for using the software. The newly used open source software may be subject to different open source license conditions than those communicated at the time the contract was concluded.

(5) In addition, ComplyMarket provides the customer with a support desk for support requests from Monday to Friday (except on public holidays in Bavaria) between 9:00 and 17:00.

(6) The support includes:

  • Answering individual application-specific and technical questions.
  • Processing technical problems that are within the sphere of influence of ComplyMarket or the software.

(9) The support does not include:

  • General management consulting and user training
  • Support with the technical installation, functional setup and operation of the software
  • Enquiries about technical problems outside the sphere of influence of ComplyMarket or the software, e.g. firewall configuration, management at operating system level, installation of third-party programs

(13) The use of support is limited to duly licensed users of the software and the designated technical contacts.

(14) Unless otherwise agreed, the processing of support requests is governed by the Service Level Agreement for Support and Hosting.

§ 3 Obligations of the customer to cooperate

(1) New versions of the software shall be made available digitally. Unless expressly agreed otherwise, the customer undertakes to install and use the latest version of the software.

(2) Before submitting a support request, the customer undertakes to carefully check whether a technical problem in his hardware or software environment can be ruled out as the cause.

(3) The customer shall provide ComplyMarket with all documents and information required for support and assist ComplyMarket in further processing. This includes, but is not limited to:

  • Description of the error or fault
  • Time and duration of the occurrence
  • Number of users affected
  • Description of the system and hardware environment
  • Provision of all other information required to process the request (e.g. log files, screenshots, Sankey diagrams, Umberto models, etc.).

§ 4 Remuneration

(1) Recurring remuneration is agreed for the provision of software maintenance and support.

(2) This remuneration and the payment modalities (deadlines) are specified in the offer.

(3) If ComplyMarket and the customer subsequently agree to extend the scope of use of the software, the remuneration shall be increased by the agreed amount. This adjustment of the remuneration shall take effect from the time at which the extension of the scope of use or the additional services are utilized.

(4) If the customer defaults on a payment, ComplyMarket is entitled to charge default interest in the amount of 9 percentage points above the applicable base interest rate if the customer is an entrepreneur. ComplyMarket reserves the right to claim further damages caused by default.

(5) If the customer defaults on payment, ComplyMarket is entitled to temporarily suspend its services and to block access to the licensed software until all payments due, including default interest and reminder costs, have been settled in full. In this case, the customer remains obliged to pay the remuneration.

§ 5 Term and termination

(1) The contract for software maintenance and support begins with the provision of the software and has a minimum term of twelve months. Thereafter, it shall be automatically extended by a further twelve months.

(2) The time at which the Software is provided to the customer is the time at which ComplyMarket provides the customer with a download link with a license key or, in the case of commissioning, the time at which ComplyMarket installs the software on the customer's QA system.

(3) If the customer acquires extensions to the scope of use of the software during an ongoing contract, the term and notice periods of the current contract shall apply to these extensions.

(4) The contract can be terminated by either party at the earliest at the end of the minimum term with a notice period of three months.

(5) The right of each contracting party to extraordinary termination for good cause remains unaffected.

(6) The contract can only be terminated in its entirety. Partial terminations, e.g. for individual modules, apps or similar, are not permitted.