Kombo Technologies GmbH, located at Lohmühlenstraße 65, 12435 Berlin (hereinafter: "Kombo"), offers customers innovative API solutions for barrier-free data extraction. The essence of the service is the provision and operation of an API solution that enables the customer to automatically retrieve data points from the respective connected data sources of third parties and import them into their own systems (hereinafter: "Tool").
The basis of the services to be provided by Kombo is always the offer underlying the respective order. In addition, the following General Terms and Conditions of Service (hereinafter referred to as "GTC") shall apply as a framework agreement for all deliveries and services to be provided by Kombo:
1. Contractual basis
Kombo shall provide the services agreed in the offer for the customer during the term of the contract, for which the customer shall pay the agreed service fee.
The specific services to be provided by Kombo result from (1) the respective offer, (2) a referenced service description or execution agreement (e.g. on data sources and data points), and (3) otherwise from these GTC. If several services have been commissioned, these are to be treated as legally separate from each other unless otherwise agreed.
Terms and conditions provided by the customer shall not become part of the contract even if Kombo does not expressly object to their inclusion in the respective contractual relationship. Any reference by the customer to his own terms and conditions of business in the form of a form is hereby expressly contradicted.
Kombo's main obligation is the provision and operation of the tool. For the quality of the tool, the specification according to the offer, the public documentation, as well as the service descriptions referenced in section 1.2, are conclusively decisive. As far as employees of Kombo give guarantees before the conclusion of the contract, these are only effective if they are confirmed in writing by the management of Kombo. Not expressly agreed services are not owed.
A prerequisite for the retrieval of data points is that the data sources are supported by Kombo and that the tool has been set up properly and functionally in accordance with section 3. Which data sources are subject to the contractual relationship will be conclusively agreed upon in the offer. In all other respects, Kombo provides the tool with the services in such a way as this was available at the time of the conclusion of the contract and the terms and conditions valid at this time ("as is"). Apart from that, the customer has no claim to a certain design or equipment of the tool.
The type and scope of the data points to be processed result from the performance provisions regulated in paragraph 1.
Kombo will continue to develop the tool and provide updates, upgrades, and other further developments of the tool in the course of this. A claim to the development of individual or the provision of new versions is not justified by this.
2. Provision and set-up of the tool
Kombo shall make the tool available for use on a central data processing system or several data processing systems (hereinafter, also in the case of plural "servers") in the respective current version from the time agreed in the offer.
The provision of the tool is fulfilled by providing access to a customer dashboard (SaaS solution). For this purpose, Kombo shall provide the customer with the access data required for the use of the tool as well as the API key at the beginning of the contract.
Any further access to or transfer of the tool or the underlying source code is not owed.
Unless otherwise agreed individually, the customer shall ensure the technical initial setup and validation of the tool (setup) on its own responsibility. The same applies to adjustments and/or additions of data points, sources, or targets.
If and to the extent that the provision of a new version or a change in functionalities of the tool is accompanied by the customer's work processes supported by the tool and/or restrictions in the usability of previously generated data, Kombo shall announce this to the customer in good time, at the latest four weeks before such a change takes effect. If the customer does not object to the change in writing within a period of two weeks from receipt of the change notification, the change shall become part of the contract.
The transfer point for the tool and the data points and data sets is the router output of the server used by Kombo.
3. Rights and obligations of the customer
For the services of Kombo, the customer shall pay the service fee agreed in each case in accordance with Clause 9.
The system requirements necessary for the provision and operation of the tool can be called up at any time via the dashboard provided and are produced and continuously monitored by the customer under his own responsibility.
The customer acknowledges that Kombo is only a technical service provider and processes the information arising within the scope of the respective assignment for the customer. The customer shall check the permissibility of the operation of the tool on his own responsibility and shall, in particular, ensure that the applicable data protection provisions are complied with. If the execution of a service commissioned by the customer gives rise to legal obligations on the part of Kombo, the customer shall point this out without being asked before the start of the execution.
The customer shall support Kombo in the performance of its contractually owed services and shall perform all acts of cooperation required for the performance of the contract completely, without being requested to do so, in a timely manner and at its own expense. This includes, in particular, the following general obligations to cooperate, in each case if and insofar as these are necessary for the performance of the services: The customer (1) provides Kombo in a timely manner with the desired performance requirements and special performance features from which the specific requirement needs of the customer or third party can be conclusively determined, (2) provides Kombo with all information, materials, access, licenses, data, third-party software, etc. necessary for the performance of the services. and keeps them up to date, (3) is available for any necessary technical coordination and service detailing as well as for the performance checks, (4) will regularly check the results achieved, namely the transferred data points, for completeness and correctness and (5) will continuously monitor the interfaces within this sphere of influence for their functional suitability.
If it is or becomes apparent to the customer that, within the framework of the entire contractual relationship of the parties, assumptions, specifications, and information are incorrect, incomplete, or ambiguous or that their execution is or becomes impossible, the customer shall inform Kombo of this circumstance without delay.
4. Change requests
The customer has the possibility at any time to request specification changes or extensions of the respective service (hereinafter "change requests"). These shall be agreed upon and implemented in accordance with the following provisions.
Change requests are to be submitted to Kombo - depending on the agreed communication channel - by e-mail or ticket together with a detailed description of the change requirements - in particular with regard to the work results. Kombo will check the change request after receipt for their feasibility as well as the effort required for this and submit an offer to the customer for implementation together with proposals for any necessary changes to the existing agreement. A change request is only neutral in terms of time and cost if this has been expressly confirmed in writing by Kombo.
If the parties agree on the adjustment of the services by way of a change request, any previously agreed deadlines and execution periods shall be extended accordingly, unless compliance with the deadlines has been expressly agreed upon.
If Kombo has already begun with the execution of an ordered service at the time of the agreement on a change request, these services are to be remunerated as agreed.
Kombo is under no obligation to implement a change request.
5. Rights of use
Kombo grants the customer the worldwide, non-exclusive right, unlimited in content and limited in time to the respective contractual relationship with Kombo, to use the tool for his own business purposes. Sublicensing is not permitted.
The customer is not entitled to edit the tool, in particular, to modify, translate, reverse engineer or further develop, decompile or disassemble and redesign it, unless permitted in this clause 6 or a legal circumstance of permission exists. The decompilation of the Tool is exceptionally only permitted if the prerequisites and conditions specified in Section 69 e (1) UrhG are met. The information obtained in this way may not be used or passed on contrary to the provisions of Section 69 e (2) UrhG.
The granting of the rights of use specified in para. 1 is subject to the condition precedent of full payment of the respective agreed remuneration. All claims of Kombo for the granting of the rights according to para. 1 to the customer are compensated by the respective agreed remuneration.
The granting of rights of use to which third parties are entitled in whole or in part is not owed by Kombo unless this is expressly agreed.
6. Conformity with the contract, review of performance, acceptance, and approval
If a work performance has been agreed upon, the acceptability of the work results achieved shall be determined on the basis of the agreed performance description, i.e. primarily according to the data source, the data points, and the data schema and their actual accessibility. In the case of services, the contractual conformity shall be determined on the basis of the agreed service description.
Insofar as the services provided by Kombo under this contract are subject to acceptance, the customer shall inspect the services immediately after their provision or import for their conformity with the contract and, if a defect becomes apparent, notify Kombo of this immediately and with a detailed description of the defect. The same applies if such a defect becomes apparent at a later date.
Acceptance and acceptance of services cannot be refused due to insignificant defects.
7. Liability and warranty
The parties shall be liable to each other for direct and indirect material and financial damage caused by them, their legal representatives or vicarious agents, or third parties engaged by them, in particular subcontractors, in accordance with the following provisions.
Kombo shall be liable - except in the case of breach of essential contractual obligations, injury to life, limb, or health, or in the case of claims under the Product Liability Act - only for intent and gross negligence. Essential contractual obligations are those whose fulfillment is necessary to achieve the purpose of the contract.
Kombo is not liable for damages that occur due to technical malfunctions or service disruptions of the customer, other third parties, or the data sources determined by the customer. The liability for damages caused by system failures, hacker attacks, or other external attacks is excluded. The above limitations of liability do not apply if the damage was caused by a behavior Kombo according to the scale of 7.2. The strict liability for damages for defects, in particular, according to § 536a BGB, which already existed at the time of conclusion of the contract, is excluded.
For services that are subject to acceptance, the warranty period shall be 12 months beginning with the acceptance of the respective services.
These claims shall otherwise be governed by the statutory provisions.
8. Service fee
For the services to be provided by Kombo, the customer shall owe the respective agreed service fee plus the respective legally applicable value-added tax. Unless otherwise agreed, if the agreed data record quota is exceeded, an additional service fee of EUR 0.25 per data record shall be paid for each additional data record, whereby one data record relates to one employee, regardless of how many data sources are set up for the employee.
Kombo's remuneration is due for payment within 14 working days after receipt of a corresponding invoice, whereby the services are invoiced at the end of each month.
The customer may not offset his own claims against Kombo unless Kombo has expressly acknowledged such claims or they have been legally established.
9. Duration, termination, and termination of contract
The contractual relationship begins at the time of agreement and runs for an indefinite period.
The contractual relationship can be terminated by either party with a notice period of 4 weeks to the end of the respective month.
The parties will keep all confidential information of the other party secret and take all necessary technical and organizational precautions to protect all confidential information to which they have access from unauthorized access, loss, destruction, and modification. They shall treat confidential information with the same care as they apply to their own equally confidential information, but at least with the care of a prudent businessman. This obligation shall continue to exist after the termination of the contractual relationship.
11. Data protection and compliance
The Customer shall ensure on its own responsibility that all compliance requirements are fulfilled within the framework of the contractual relationship and - insofar as personal data is processed in this context - that the provisions of data protection (DSGVO, BDSG, etc.) are implemented in a legally compliant manner and continuously observed. In order to ensure the security and confidentiality of the data subject to data protection, the Customer shall, in particular, take and maintain the necessary technical and organizational measures.
12. Final provisions
The entire contractual relationship of the parties, as well as the services rendered by the parties hereunder, shall be governed exclusively by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods and the conflict of laws provisions; Article 3 EGBGB shall remain unaffected.
The customer may only offset Kombo's remuneration claims under this contract against claims that have been legally established or acknowledged by Kombo. The assertion of rights of retention due to the owed service fee can also be asserted due to the unjustified non-fulfillment of the customer's obligations from the contractual relationship for the provision of the tool.
The place of performance and jurisdiction for the mutual claims arising from the contractual relationship is the registered office of Kombo unless otherwise specified. Kombo is entitled to take legal action against the customer at his general place of jurisdiction.
Should individual provisions of these GTC be ineffective or lose their effectiveness due to a circumstance occurring at a later date, the effectiveness of the respective contract shall remain unaffected in all other respects. The same applies to loopholes in these GTC.