General Terms and Conditions
- Use / Registration
- Obligations of the user
- Electronic communication, responsibility for access data
- Measures in the event of breaches of duty
- Term and termination of the contract of use
- Embargo regulations
- Data protection
- Choice of law, place of jurisdiction
- Severability clause
Meplato is an open and independent B2B platform. Suppliers can use the Catalog Cloud to make their catalogs available for retrieval or for connection to customers purchasing systems. The provision is at the request of the customers’ purchasing departments, or as part of the positioning of the suppliers for the connection to purchasing systems.
1.1 Meplato’s B2B platform Catalog Cloud offers suppliers the opportunity to make their product and service catalogs available for retrieval and transfer to the shopping baskets of purchasing systems at the request of customers (purchasing departments), either with a direct link to their purchasing systems or technically as a punch-out. For the use of the single creditor connection with customers, the separate terms and conditions according to the individual contracts concluded apply.
1.2 Meplato GmbH is exclusively a technical service provider for the provision or connection of product and service catalogs of suppliers to their customers and their shopping cart systems. Meplato GmbH has no influence on the goods and services advertised via the Catalog Cloud services. Meplato GmbH is also neither an agent,broker nor commission agent or in any way a contractual partner of the contracts for the delivery and performance of goods and services of the suppliers. The quality of the goods and services offered is the responsibility of the suppliers. The contractual regulations, terms and conditions of sale and purchase and contracts for deliveries and services are subject to the freedom of contract of the suppliers and their customers and are negotiated between them.
2 Use / Registration
2.2 By completing a registration or extending it to other customers, the user concludes a user agreement with Meplato GmbH on behalf of the supplier company created in each case. When registering, the person acting on behalf of the supplier assures that they are authorized to conclude such a user agreement on behalf of and for the supplier.
2.3 If a supplier wishes to register other companies from its group of companies, these can be registered as individual suppliers or as new users at the supplier’s discretion. Meplato GmbH offers group registration and use for companies in a group of companies. The use of the Catalog Cloud as part of a group registration is billed via a company in the group. If a separate invoice is to be issued for each company in the group, the companies must register individually as suppliers.
2.4 Access to Meplato Catalog Cloud is exclusively open to persons of legal age or legal entities or partnerships with legal capacity who, when concluding legal transactions via Meplato Catalog Cloud, are acting in the exercise of their commercial or independent professional activity, as well as freelancers, public authorities, public corporations or associations.
2.6 The user is responsible for creating the necessary technical requirements for access to Meplato Catalog Cloud, in particular with regard to the hardware and operating system used, the connection to the Internet and the current and common browser software. The system and format requirements for the selected connection in punch-out or via interfaces to purchasing systems or the catalog data shall be provided by Meplato GmbH to the supplier on request or set up in coordination with the supplier in accordance with the generally applicable technical conditions.
2.7 The Supplier may only use Catalog Cloud connections and functions within the scope of its own business activities by its own personnel or authorized service providers. Any further use by the Supplier is not permitted, nor is reverse engineering. Since the contractual connection is a service provided by Meplato to establish interoperability and not a software solution, Section 69 e UrhG does not apply.
2.8 Meplato GmbH provides the use with an availability of 98% per year. Availability is calculated as an annual average and times of unavailability for which Meplato GmbH is not responsible (force majeure) and planned maintenance times are not included. Maintenance times are announced via the user information at the hosting provider via status.meplato.com. As far as possible, maintenance windows are planned outside the main usage times according to CET and preferably on weekends and national German public holidays.
2.9 Meplato GmbH is available to users in the event of technical issues and for support inquiries by telephone and e-mail.
2.10 If the availability of the Catalog Cloud falls below the value according to Section 2.8. in a contract year, the customer shall receive a credit note in the amount of an average monthly fee in the previous contract year. If the period of use was shorter than one contract year, the contractual penalty claim shall be reduced proportionately.
3 Obligations of the user
3.1.1 the prohibition to make content available on Meplato Catalog Cloud and/or via Meplato Catalog Cloud that violates legal regulations, official orders or morality,
3.1.2 the prohibition to make content available on Meplato Catalog Cloud and/or via Meplato Catalog Cloud that violates the rights, in particular copyrights or patent and trademark rights or trade secrets of the parties, their affiliated companies, customers or third parties,
3.1.3 the prohibition of racist, grossly offensive, extremist, defamatory, discriminatory, violence-glorifying or crime-inciting representations or statements or other violations of personal rights.
4 Electronic communication, responsibility for access data
4.1 Meplato GmbH and the user agree that all contract-relevant declarations can be made in text form or electronic form.
4.2 The data requested by Meplato GmbH during registration and when setting up the supplier account and the user accounts must be provided completely and correctly. If the data provided changes after registration, the supplier is obliged to inform Meplato GmbH of these changes immediately.
4.3 The Supplier and the Users are responsible for safeguarding the confidentiality of the access data for the Meplato Catalog Cloud Account. Users may not disclose the access data to third parties.
4.4 The Supplier shall bear the burden of proof if it wishes to assert that none of its authorized users should have made changes, bookings, etc.
4.5 The Supplier must inform Meplato GmbH immediately if there is a suspicion that an unauthorized third party has gained knowledge of the access data or has used the access data without authorization or if this is to be expected.
5 Measures in the event of breaches of duty
(1) Notification to the Supplier combined with a request to cease and desist/change; (2) Deletion of the affected content; (3) Restriction of the functionalities of Meplato Catalog Cloud; (4) Temporary blocking and request for a statement within a reasonable period of time; (5) Permanent blocking. Meplato GmbH is entitled to permanently exclude the Supplier or individual users from using Meplato Catalog Cloud (“permanent blocking”) as soon as it has given notice of termination or if there is an important reason that would entitle Meplato GmbH to terminate the user contract for cause.
5.2 When selecting and sequencing the measures, Meplato GmbH will take into account the legitimate interests of the supplier, in particular whether there are indications that the user or supplier is not or not predominantly responsible for the breach. In the event of temporary blocking, Meplato GmbH will decide whether to unblock the user connection within a reasonable period of time after receiving a statement from the supplier and will inform the supplier accordingly.
5.3 The Supplier is obliged to compensate Meplato GmbH for any damages incurred by the defense of claims against Meplato GmbH in connection with breaches of duty by the Supplier and resulting from the blocking of the account.
6.1 The fees of Meplato GmbH are set out in the price list and can be agreed for certain minimum terms. The price list specifies the details of basic fees, additional fees, terms and individual or group usage as well as usage-dependent fees.
6.2 Meplato GmbH may change the fees for the future, unless a minimum term at fixed prices has been agreed. Meplato GmbH will inform the supplier within a reasonable period of time before a fee change comes into effect. If the supplier does not wish to accept the price change, he has an extraordinary right of termination with a notice period of one month to the end of the month, which must be exercised within six weeks of receipt of the price change notification.
7 Term and termination of the contract of use
7.1 The contract of use is concluded for an indefinite period.
7.2 The Supplier may terminate the contract of use at any time with a notice period of 15 calendar days to the end of the month and Meplato GmbH with a notice period of three months to the end of the month, unless a different minimum contract term and term extension has been agreed.
8.1 Meplato GmbH accepts no liability for reduced performance or availability of the Meplato Catalog Cloud (e.g. system failures, non-availability, unavailability or loss of data) for which Meplato GmbH is not responsible, in particular for reasons beyond Meplato GmbH’s control (e.g. disruption or failure of the telecommunications network) – force majeure.
8.2 The user is responsible for setting up and maintaining appropriate data backup systems. Meplato GmbH is not liable for the loss of catalog data.
8.3 However, if other damages are based on simple negligence, Meplato GmbH’s liability in the event of a breach of a material contractual obligation is limited to the amount of damages foreseeable and typical for the contract at the time the contract of use was concluded, up to a maximum of EUR 5,000 per claim and EUR 25,000 per contract year. Material contractual obligations are those obligations whose fulfillment makes the proper execution of the agreement possible in the first place and on whose compliance the respective company relies and may also rely and a breach of which jeopardizes the achievement of the purpose of the contract.
8.4 Liability for indirect and unforeseeable damage, loss of production and use, loss of profit, loss of savings and financial loss due to third-party claims is excluded in the event of simple negligence – except in the event of injury to life, limb or health. Any further liability other than that provided for in this contract is excluded, regardless of the legal nature of the claim asserted. However, the above limitations or exclusions of liability shall not apply to strict liability prescribed by law (e.g. in accordance with the German Product Liability Act and/or successor regulations to product and AI liability) or liability arising from a no-fault guarantee. Insofar as liability is excluded or limited, this also applies to the personal liability of Meplato GmbH’s employees, workers, representatives, organs and vicarious agents.
9 Embargo regulations
9.1 Neither the Supplier nor any of its Affiliates or its financial institutions are subject to sanctions, is/are named on any list of prohibited or restricted persons or entities or is/are owned or controlled by any person named on any such list, including but not limited to sanctions lists of the United Nations, the European Union or its member states or lists of prohibited or restricted parties and/or products of the United States Government.
9.2 If these conditions are not met, use of Meplato Catalog Cloud by the User is excluded and Meplato GmbH is entitled in particular to terminate the contract of use for cause.
10 Data protection
10.1 The user shall implement and maintain compliance with the applicable national and international data protection legislation, in particular the General Data Protection Regulation (GDPR) and any subsequent or supplementary regulations that may be issued, within its area of responsibility and at its own expense for the term of the contract.
10.2 Meplato GmbH processes the personal data to establish the user contract and for the use of the Catalog Cloud by the Supplier and its users in accordance with Article 6(1)(b) DSGVO. Further information on data protection can be found in the Meplato GmbH data protection notice.
11.1 “Confidential information” is all information and documents of the other party that are marked as confidential or are to be regarded as confidential due to the circumstances, in particular information about operational processes, business relationships and know-how.
11.2 The parties agree to maintain confidentiality regarding confidential information. Confidential information of the other party shall be disclosed in accordance with the need-to-know principle only to those employees who need it to implement the cooperation. If such information is to be used by consultants of one of the parties, they must be placed under an appropriate confidentiality obligation, unless they are already subject to a professional confidentiality obligation.
11.3 Such confidential information is excluded from this obligation,
(1) which were demonstrably already known to the party upon conclusion of the contract with the respective party or which subsequently become known by a third party without violating a confidentiality agreement, statutory provisions or official orders; (2) which are publicly known at the time of conclusion of the contract with the respective party or are made publicly known thereafter, insofar as this is not based on a breach of the contract with the respective party; (3) which is disclosed to affiliated companies, employees or authorized representatives of the respective other party, insofar as they need to know the information for the execution of the contract with the respective party. The recipients of the disclosed information shall be obligated to the same extent to maintain confidentiality; (4) which must be disclosed due to legal obligations or by order of a court or authority. As far as permissible and possible, the party obliged to disclose will inform the other party in advance and give it the opportunity to take action against the disclosure; (5) which are disclosed by employees of the disclosing party in fulfillment or exercise of the rights contained in compliance guidelines and/or statutory regulations vis-à-vis the competent authorities.
The party invoking this exception bears the burden of proof.
11.4 The obligation to maintain confidentiality pursuant to Section 11 shall continue to apply after termination of the contract of use.
12.1 The Supplier shall indemnify Meplato GmbH against all justified claims that other users or third parties assert against Meplato GmbH due to a culpable violation of legal or contractual provisions and/or other culpable behavior of the user in connection with the use of Meplato Catalog Cloud. Meplato GmbH will give the supplier a reasonable opportunity to participate in the defense against claims and to provide a remedy.
12.2 The indemnification covers in detail the services that Meplato GmbH must provide to the third party, such as compensation for damages, contractual penalties for violations of cease-and-desist orders and declarations of commitment subject to penalty or fines, and the expenses that Meplato GmbH incurs due to the claim, such as costs for appropriate rights management.
12.3 This exemption applies to the same extent to the respective executives, board members, employees, legal representatives and deputies of Meplato GmbH.
12.4 Claims arising from this shall become time-barred in accordance with the statutory limitation periods, beginning at the end of the calendar year in which the claims were asserted against the creditor of the indemnification claim.
12.5 The limitations in Section 8 (Liability) apply accordingly to claims under this Section 12.
13 Choice of law, place of jurisdiction
13.2 The exclusive place of jurisdiction for all disputes between Meplato GmbH and the User is the registered office of Meplato GmbH if the User is a merchant, a legal entity under public law or a special fund under public law.
13.3 Notwithstanding the above provision, Meplato GmbH is entitled to bring an action at any legally permissible general place of jurisdiction.
15 Severability clause
Should one of the above provisions be or become invalid or void, this shall not affect the validity of the remaining provisions. The invalid or void provision shall be replaced by a provision that comes closest to the economic and legal intentions of the parties and takes appropriate account of the legitimate interests of the parties, unless the parties agree otherwise in a legally effective manner. The same applies to a loophole.