Please read these terms and conditions carefully before using Our Service.

Scope and Applicability
These general terms and conditions (“GTC”) apply to all services provided by RetailMate.
RetailMate (“RetailMate”) offers a platform for connecting ecommerce sellers with service providers, suppliers, software tools and talent. (“Software”). The Software includes a variety of tools (“Tools”) designed to assist RetailMate’s clients (“Customers”) in connecting each other. RetailMate provides Customers access to its web platform (“Platform”), enabling Customers to utilize the Software as a service. RetailMate's services are exclusively governed by these general terms and conditions (“GTC”) and the specific agreements made with Customers through RetailMate’s website or directly between the parties. The current version of these GTC will apply to all future dealings between the parties, even if not explicitly reaffirmed. RetailMate does not accept any differing Customer terms and conditions unless expressly agreed in writing. Differing Customer terms only apply if explicitly accepted by RetailMate in writing. This also stands even if RetailMate provides access to the Platform or services knowing the Customer's differing terms without objection. Special terms for certain services or Tools, if any, apply alongside these GTC, with specific terms taking precedence in case of conflict. Free Tools offered without a contract are governed by these GTC to the relevant extent, under the premise that RetailMate offers no warranties for free services and makes no guarantees or assurances regarding functionality and availability.

Services

Details on pricing, agreement duration, and granted access scope are specified in individual contracts. These terms supplement the GTC. In event of conflict, individual contract provisions prevail. Customers without such contracts can only use free Tools. General service descriptions, current Software and Tools specifications, and pricing are available on RetailMate’s website. Promises, guarantees, or side agreements require RetailMate’s written confirmation. RetailMate provides Software and Tools access as a software service over the internet ("software-as-a-service"). Support services are optional and subject to agreement. RetailMate is not obligated to provide support except as legally required. Paid service Customers may create accounts for Platform use. RetailMate may update Software functions, introduce new security measures, and discontinue or charge for free services. Customers affected by service changes will be notified at least two weeks in advance. Some Software functionalities depend on data from various sources. RetailMateprocesses only available data and may adjust functionalities based on data source changes. Significant functionality reductions allowing Customer contract termination are specified.

Obligations of the Customer

Customers must ensure provided information is accurate and update RetailMate on changes. RetailMate advises on technical requirements available on its website. Customers are responsible for meeting these requirements. Platform malfunctions must be reported promptly with detailed descriptions for effective remedy. Customers should maintain data backups and keep login details confidential. Password changes are recommended regularly, especially after suspected security breaches. Customers are liable for unauthorized Platform access due to insufficient security measures, unless RetailMate is timely notified. Customer data must not violate laws or third-party rights.RetailMate may suspend services for legal infringements, with Customers indemnifying RetailMate against related damages.

Data Access

Customers must provide necessary data for service delivery, ensuring RetailMate has required access rights. Customer data must comply with legal standards and not infringe third-party rights. RetailMate may suspend services for violations, with indemnity from the Customer.

Availability

RetailMate performs routine maintenance, aiming for 99% annual availability, excluding uncontrollable downtimes. RetailMate may restrict access for security reasons, notifying Customers of significant maintenance impacting availability.

Term and Termination

Agreement durations are outlined in individual contracts. Without such contracts, the agreement is indefinite, terminable with two weeks' notice. Fixed-term contracts auto-renew unless terminated before the current term's end. RetailMate may refund cancellations within a grace period for auto-renewed contracts exceeding one month. Post-contract, RetailMate is not obliged to store Customer data.

Payment Terms

Continuous charges apply as agreed or per RetailMate's price list, excluding explicitly free services. Prices are subject to change. Invoices can be delivered electronically, with payment default occurring 7 days post-invoice without reminder. Late payments incur statutory interest, with RetailMate reserving the right to additional damages. SEPA direct debit is available, requiring Customer mandates.

Copyright and License

RetailMate grants Customers a limited, revocable, non-exclusive, non-transferable, and non-sublicensable right to use the Software, Platform, and Tools, conditional on fee payment. The Platform is for intended use only, with misuse resulting in access termination.

Warranty and Limits

RetailMate ensures the Software is developed to standard, free of significant defects. Software suggestions do not guarantee specific results, with Customer responsibility for decision-making. Warranty claims expire within one year unless law mandates longer.

Limitation of Liability

RetailMate’s liability is limited to contractually essential obligations and foreseeable damages for paid services, excluding slight negligence. For free services, liability is limited to intent or gross negligence. Liability exclusions extend to RetailMate personnel and agents.

Confidentiality

RetailMate and Customers commit to confidentiality, protecting sensitive data. RetailMate staff is bound to secrecy, with penalties for breaches. Aggregated and anonymized data may be used for service improvement without disclosing Customer specifics.

Data Protection

RetailMate processes personal data as per its privacy policy, adhering to data protection laws for contract data processing.

Changes

RetailMate may amend these GTC, notifying Customers six weeks in advance with an objection right. Uncontested changes after six weeks or continued service use post-notification are deemed accepted.

Final Provisions

The legal relationship is governed by German law, excluding international laws. The jurisdiction is Berlin, Germany. Force majeure events suspend obligations. Amendments require written form, with electronic signatures acceptable. Invalid provisions do not affect the GTC's validity, replaced by legal regulations.