1. Scope and Subject Matter

1.1 These Terms of Service govern the use of services provided by Trace Mobility GmbH, registered with the commercial register of the Local Court of Aachen under HRB 28717 (hereinafter referred to as "Provider"), by registered customers (hereinafter referred to as "Customer").

1.2 The Provider offers the Customer access to a cloud-based platform through which digital services are made available. These include automated evaluations, reports, analysis results, and other features or additional services offered on the platform. The data sources used may be provided or made accessible by the Customer or originate from external sources. The specific content and scope of the respective services depend on the data used and the functionalities contractually agreed upon.

1.3 Access to data sources controlled by the Customer is made solely on behalf of the Customer and based on access credentials provided by the Customer (e.g., API tokens or other authentication information).

1.4 These Terms of Service shall apply exclusively. Any deviating or conflicting terms and conditions of the Customer shall not apply unless expressly agreed in writing.

2. Conclusion of Contract and Registration

2.1  By submitting the registration form, the Customer makes a binding offer to conclude a framework agreement for the use of the platform. The agreement becomes effective only upon explicit or implied acceptance by the Provider, in particular by activating the Customer account or by initiating the provision of services. Paid services (e.g., reports or analysis packages) are selected and ordered separately within the platform.

2.2 Registration is restricted to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB) or their authorized representatives.

2.3 All required fields marked during registration must be completed fully and accurately. This includes, in particular, the company name, a business email address, the full name of an authorized representative, and a password.

2.4 The Provider may reject registrations without giving reasons, particularly if there are doubts about the entrepreneurial status or the accuracy of the information provided.

2.5 The Provider is entitled to request suitable proof of entrepreneurial status (e.g., commercial register extract, VAT ID).

3. Services Provided by the Provider

3.1 The Provider delivers its services digitally via the platform it operates. These services include, in particular, automated evaluations and other functional or content-based additional services. The basis for each service is the data sources provided, made accessible, or integrated from external sources by the Customer.

3.2 The scope of services is determined by the functionalities selected and activated by the Customer within the platform. For paid services, a notice is provided before completion of the booking.

3.3 The provision of analysis results depends on the quality, availability, and completeness of the underlying data sources. The Provider assumes no responsibility for the accuracy, reliability, or completeness of the generated results if based on data provided or controlled by the Customer.

3.4 The Provider may further develop, modify, or adapt the platform or individual features at its discretion, provided this does not affect the essential contractually agreed main services.

3.5 If the Provider grants test access or free services, this is done voluntarily and without obligation. The Provider may change, limit, or discontinue such services at any time. There is no entitlement to their provision.

3.6 Support or assistance services (e.g., for technical questions) are not part of the booked services and are only available on the basis of a separate agreement.

4. Customer Cooperation Obligations

4.1 The Customer is obligated to provide all information, access credentials, and data sources necessary for the provision of services fully, accurately, and in a timely manner. This includes, in particular, authentication data (e.g., API tokens), file uploads, or other access rights.

4.2 The Customer ensures that the submitted data sources are suitable for the agreed processing, do not infringe on third-party rights, and that access by the Provider is legally permissible. The Customer bears responsibility for the legal admissibility of data provision and processing.

4.3 The Provider is not obligated to verify the accuracy, completeness, or legality of the data provided by the Customer.

4.4 Delays or limitations in service provision resulting from incomplete, incorrect, or delayed cooperation by the Customer shall not constitute a default on the part of the Provider.

5. Fees and Billing

5.1 The fees for paid services are based on the prices listed on the platform at the time of booking. All prices are exclusive of statutory VAT.

5.2 The Provider is entitled to adjust the prices for future bookings and ongoing, open-ended services. Price changes for ongoing services will be communicated to the Customer in text form at least four weeks before they take effect. If the Customer does not object within two weeks of receiving the notification, the change is deemed accepted. The Customer will be explicitly informed of the right to object and the consequences of failing to do so.

5.3 The Provider issues a monthly invoice for the booked services. The invoice is sent electronically unless otherwise agreed.

5.4 Payments are due without deduction within 14 days of the invoice date unless a different payment term is specified in the invoice.

5.5 If the Customer defaults on payment, the Provider is entitled to temporarily suspend access to the booked services until full payment is received. Further statutory rights remain unaffected.

6. Liability

6.1 The Provider is liable for damages – regardless of the legal basis – only in cases of intent or gross negligence. In the case of simple negligence, the Provider is only liable for damages resulting from injury to life, limb, or health, and for damages arising from the breach of an essential contractual obligation (cardinal obligation). In such cases, liability is limited to the typical, foreseeable damage.

6.2 The Provider shall not be liable for indirect damages, loss of profits, or for decisions made on the basis of the analysis results provided.

6.3 The Provider assumes no liability for the accuracy, completeness, or legal admissibility of data provided by the Customer or third parties.

6.4 The provisions of the German Product Liability Act remain unaffected.

7. Availability and Maintenance

7.1 The Provider aims for an average platform availability of 98% per year. This excludes scheduled maintenance and outages beyond the Provider's control.

7.2 Scheduled maintenance causing availability limitations will be announced to the Customer in advance whenever possible.

7.3 There is no entitlement to uninterrupted availability of the platform at all times. Section 6 (Liability) remains unaffected.

8. Use of the Platform

8.1 The Customer shall use the platform only for contractually agreed purposes and shall refrain from any illegal, security-threatening, or operationally disruptive actions.

8.2 The Customer is prohibited from bypassing technical measures or access restrictions, copying content without authorization, or granting third parties access to paid services without the Provider's consent.

8.3 The Provider may temporarily or permanently block the Customer's access in the event of violations of these usage conditions. This applies especially in the case of legal violations, breaches of these Terms of Service, or security risks.

8.4 The Provider reserves the right to monitor platform usage technically, insofar as this is necessary to ensure proper operation, prevent fraud, or enforce contractual obligations.

9. Data Protection and Data Processing

9.1 The Provider processes the Customer's personal data exclusively in accordance with applicable data protection laws. Data processing under Article 28 GDPR is carried out only on the basis of a separately concluded data processing agreement (DPA).

9.2 The Customer is obligated to conclude the required DPA before using the services. The Provider may suspend service provision until the DPA is concluded.

9.3 If the Customer has expressly consented, the Provider may use data processed on the platform in anonymized and aggregated form to create cross-industry or internal benchmarking data. No personal references can be drawn from this data.

9.4 The Provider's privacy policy, available at tracemobility.com/privacy, shall also apply.

10. Term and Termination

10.1 The framework agreement for platform use is concluded for an indefinite period and may be terminated by either party with 14 days' notice to the end of a calendar month, unless otherwise agreed.

10.2 Unless otherwise specified during booking, paid services have an indefinite term and may be terminated monthly at the end of a calendar month. Deviating terms or notice periods will be clearly communicated to the Customer at the time of booking.

10.3 The right to extraordinary termination for good cause remains unaffected. Good cause exists in particular if the Customer is significantly in default with payments despite reminders, violates essential contractual obligations, or interferes unlawfully with the platform.

10.4 Upon termination of the framework agreement, the Customer's right to use the platform ends. After expiry of statutory retention periods, the Provider is entitled to delete all Customer data unless a legitimate or contractually agreed purpose for retention exists. Restoration of deleted data is excluded.

11. Final Provisions

11.1 German law shall apply, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

11.2 The place of jurisdiction for all disputes arising from or in connection with this contract shall be the Provider's registered office, to the extent permitted by law.

11.3 The contract language is German. The contract text is not permanently stored by the Provider and is not permanently accessible to the Customer after conclusion.

11.4 Amendments and additions to these Terms of Service must be made in text form. The Provider is entitled to amend these Terms of Service with effect for existing contractual relationships if such amendment is necessary due to legal changes, technical developments, or for security reasons. The Customer will be informed of material changes in a timely manner. If the Customer does not object within four weeks of notification, the changes shall be deemed accepted.

11.5 Should individual provisions of these Terms of Service be or become wholly or partially invalid, the validity of the remaining provisions shall remain unaffected. The invalid provision shall be replaced by a valid one that most closely reflects the economic intent of the original.