General Terms and Conditions

§ 1 Scope of Application

1.1 Matchory GmbH, registered in Commercial Register B of the Local Court (Amtsgericht) of Ulm under HRB 738197, Ferdinand-Sauerbruch-Str. 3, 89134 Blaustein, Germany (hereinafter “we/us”, “Matchory”, “user of these terms” or “Provider”), makes the following General Terms and Conditions (GTC) the basis of all contracts concluded with it.

1.2 These GTC apply to access to the websites, mobile sites and applications operated by Matchory and form part of all contracts concluded between customers and Matchory regarding products and services. Vis-à-vis entrepreneurs, these GTC also apply to all future transactions of the same kind.

1.3 Matchory’s services are directed exclusively at entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB).

1.4 These GTC apply as a matter of principle unless deviating or supplementary provisions have been agreed in an individual contract. Provisions deviating from these GTC apply only if Matchory has consented to them in writing or in electronic text form. This requirement of consent applies even if Matchory has already commenced performance.

Data Processing Agreement (DPA)

To the extent that Matchory processes personal data on behalf of the customer in the course of providing its services, a separate Data Processing Agreement (DPA) pursuant to Art. 28 GDPR is concluded for this purpose. The DPA forms part of the contractual relationship but is executed as a separate document and provided to the customer separately.

§ 2 Subject Matter of Services

2.1 Matchory operates a global, AI-powered supplier data intelligence platform that supports the initiation and optimization of business relationships in the B2B sphere. The platform brings together users (e.g. strategic buyers) and suppliers and provides software, database services and search technology for individual queries.

2.2 The subject matter of the services is the collection, processing, monitoring and analysis of publicly available information from digital sources as well as of data obtained through cooperation with licensed data partners (cf. § 4). Digital data sources regularly queried include, among others, websites, public interfaces, commercial registers, certificate databases and the search services of partner companies.

§ 3 Scope of Services and Platform Functions

3.1 Unless otherwise agreed, paying users are granted a non-exclusive, non-transferable, non-sublicensable, revocable right, limited in time to the term of the relevant individual contract, to use the Matchory platform in accordance with these GTC and the relevant individual contract. The resale, transfer or leasing of granted user licenses is generally not permitted and requires Matchory’s express written consent.

3.2 Access to the Matchory platform is cloud-based via the internet using SSL/TLS encryption. Results displayed to the user originate from a multitude of data points and are subject to continuous change. Matchory expressly does not warrant the timeliness, completeness or accuracy of these results.

3.3 Core Platform Functions

3.3.1 The Matchory platform comprises in particular the following functional areas, the specific scope of which is governed by the relevant individual contract:

(a) Supplier Search

Access to a global supplier index. Search results can be filtered by various criteria, further processed and provided as reports.

(b) Supplier Upload / Supplier Portal

Customers can upload their existing supplier base (e.g. from ERP systems or Excel). Matchory identifies suppliers across different spellings (entity resolution) and maps them to a unique MatchoryID, creating a deduplicated overall overview. The rights to the uploaded data as well as their processing, enrichment and use are governed by § 8. The customer confirms that it will provide only data the provision of which is legally compliant and, in particular, does not violate confidentiality agreements.

(c) Portfolio Intelligence

Following the upload, Matchory provides automated analyses of the supplier base, e.g. regarding duplicate sourcing, geopolitical dependencies, risk concentrations or certification gaps. These insights are based on AI-assisted evaluation and are to be understood as decision support, not as legally binding information.

(d) Risk & Compliance Monitoring

Depending on the selected service package, customers can access risk and financial metrics of their suppliers. The available dimensions include, among others, financial stability, country stability, supply chain reliability, compliance and ESG.

(e) Request for Information (RFI)

Via the platform, customers can create and send structured inquiries to candidate suppliers. Responses are automatically evaluated and prepared for comparison. In this context, Matchory acts merely as a technical intermediary and does not become a party to the communication between customer and supplier.

(f) API Access

In selected service packages, the Matchory search can be embedded into the customer’s own systems via an application programming interface (API). The scope is governed by the relevant individual contract.

(g) AI Assistant / MCP Integration

Customers can query their supplier base and the global Matchory index in natural language via an AI assistant. The integration takes place via the Model Context Protocol (MCP). Availability and scope are governed by the relevant service package.

3.3.2 Matchory reserves the right to modify, supplement or discontinue functions and platform modules in the course of further development, provided this does not place an unreasonable burden on the customer. The customer will be informed in good time of material changes (cf. § 10).

§ 4 Data Partners and Third-Party Data

4.1 In the course of providing its services, Matchory obtains data from licensed third-party providers (hereinafter “Data Partners”). On the basis of separate contracts, these provide Matchory with data that is integrated into the platform and passed on to customers within the scope of the agreed service packages.

4.2 Data Categories

4.2.1 Financial metrics and creditworthiness information on suppliers (e.g. credit checks, insolvency risks, annual-financial-statement metrics);

4.2.2 Risk and supply chain data (e.g. ESG scores, geopolitical risks, compliance information);

4.2.3 other company data for enriching the global supplier index.

4.3 Restrictions on Use of Third-Party Data

4.3.1 Customers may use data provided by Matchory via Data Partners exclusively for internal business purposes within the scope of the contractually agreed use. In particular, customers are prohibited from:

(a) passing on, selling, licensing or otherwise commercially exploiting the data to or for third parties;

(b) permanently storing the data outside the Matchory platform in their own databases or using it to build competing products;

(c) using the data in a manner that violates the terms of use of the respective Data Partners.

4.3.2 Matchory assumes no warranty for the completeness, accuracy or timeliness of the data supplied by Data Partners. Matchory expressly does not adopt as its own the content and statements of the results supplied. Verification of the information by the user itself is always required.

§ 5 Fundamental Rights & Obligations

5.1 The matches and results supplied by Matchory are provided subject to all exploitation rights. Users are obliged to reproduce, distribute or make publicly available all information and data only to the extent permitted by law or on the basis of a separate agreement with the rights holder.

5.2 The systematic retrieval of page and database content of the Matchory platform for the purpose of creating collections, compilations or databases without Matchory’s express consent is prohibited. The Matchory platform and the underlying supplier index are protected as a database within the meaning of Sections 87a et seq. of the German Copyright Act (UrhG); Matchory is the database producer. Any reproduction, distribution or public communication of the database or substantial parts thereof that is substantial in nature or extent, as well as the repeated and systematic use of insubstantial parts, is impermissible without Matchory’s express consent.

5.3 Matchory monitors the contractual use of the platform by means of appropriate technical measures and reserves the right to enforce access restrictions or access blocks.

Promotional Use

The customer revocably agrees that Matchory may use the customer’s name, logo and other customer features for reference purposes, in particular on www.matchory.com and in the context of marketing activities. The customer may revoke this consent at any time by simple notice, e.g. by e-mail.

§ 6 User-Related Obligations

6.1 The customer undertakes to bind all users who obtain access to the Matchory platform within the scope of its contractual relationship to compliance with these terms. Users are obliged to use the platform exclusively for business purposes and to treat the access credentials they receive confidentially. Only business e-mail addresses may be used to open an account.

6.2 User Warranties for Uploaded Content

6.2.1 All necessary third-party licenses and authorizations for the submitted content are in place.

6.2.2 The content uploaded does not infringe copyright, patent rights, trademark rights, trade secrets or any other third-party rights.

6.2.3 All information provided is truthful, factually correct, complete and lawful.

6.2.4 Uploaded content is not untrue, misleading or unlawful.

6.3 Prohibited Acts

6.3.1 use of false identities or of the accounts of another person or another company;

6.3.2 circumventing, bypassing or disabling usage restrictions or access controls;

6.3.3 the use of computer viruses or other destructive means or code;

6.3.4 monitoring the availability, performance or functionality of the Matchory services for competitive purposes;

6.3.5 attempts to derive the source code of the Matchory services (reverse engineering, decompiling, disassembling);

6.3.6 renting out, lending or, without Matchory’s written authorization, monetizing the services or associated data;

6.3.7 passing on to third parties or commercially exploiting data provided by Matchory or Data Partners (cf. § 4).

6.4 Indemnification

6.4.1 The customer shall indemnify Matchory against all third-party claims based on the customer’s breach of the warranties assumed in § 6.2 or of its obligations under § 3(b) and § 8 – in particular that it has provided content or data which it was not entitled to provide or which infringes third-party rights or violates confidentiality agreements. The indemnification covers the reasonable costs of an appropriate legal defense. Matchory will inform the customer of any claim without undue delay and enable the customer to defend against the asserted claims. The obligation to indemnify does not apply to the extent that the customer is not responsible for the underlying breach of duty.

§ 7 Conclusion of Contract, Term & Remuneration

7.1 Conclusion of Contract

7.1.1 Offers by Matchory are binding for 30 days unless they state a different period.

7.1.2 A contractual relationship between the customer and Matchory only comes into existence upon the written or electronic transmission of an order confirmation, an invoice, or upon the activation of the user accounts by Matchory.

7.1.3 Orders placed are binding and not transferable to other customers. All prices are in euros plus statutory value-added tax.

7.2 Contract Term and Termination

7.2.1 Unless otherwise agreed in the individual contract, contracts are concluded for an initial term of 12 months. The contract term begins on the start date specified in the individual contract or, if no start date is specified, upon activation of the user accounts.

Automatic Renewal

If the contract is not terminated in writing or electronically (e.g. by e-mail or via the Matchory platform) at least 60 days before the end of the respective contract term, it is automatically renewed for a further 12 months on the most recently agreed terms, subject to a price adjustment pursuant to § 7.3 (a maximum of 7% compared with the previous-year period) or a separate individually negotiated agreement. Matchory will inform the customer at least 90 days before the end of the term, by e-mail to the customer’s last known e-mail address, of the upcoming end of the term and the option to terminate.

7.2.2 The right to terminate for good cause remains unaffected. Good cause exists for Matchory in particular if the customer is more than 30 days in default with due payments or culpably breaches material contractual obligations following an unsuccessful warning.

7.3 Price Development upon Renewal

7.3.1 In the event of an automatic renewal of the contract, the annual basic license fees for the renewed period increase by a maximum of 7% compared with the previous-year period, provided that Matchory notifies the customer of the new fee in writing at least 90 days before the renewal date. If Matchory does not notify a new fee, the existing fee continues to apply.

7.3.2 Price changes beyond this, as well as changes to the scope of services, require a separate individually negotiated agreement.

7.4 Due Date and Payment

7.4.1 The fees for each service period are due in advance for the entire term. Subject to a deviating individual agreement, invoices are to be paid by the customer within 30 days of receipt.

7.4.2 In the event of default in payment, Matchory is entitled to charge default interest at 9 percentage points above the applicable base rate pursuant to Section 288(2) BGB and, following a prior warning with a grace period of 14 days, to block access to the platform until the outstanding amount has been paid in full.

7.4.3 There is no right to cancel or reverse fees already paid, unless otherwise provided by law.

7.5 Trial Phases and Pilot Projects

A trial phase ends automatically upon expiry of the agreed trial period, without any need for termination. It does not automatically convert into a paid subscription; a paid follow-on booking requires an express agreement.

§ 8 Data Protection and Data Security

8.1 For its offering, Matchory provides a cloud-based online platform secured in accordance with the state of the art. Matchory is ISO 27001 certified. The productive customer data stocks are hosted in data centers in Germany. Insofar as sub-processors are used to provide the services, this takes place within the EU/EEA or under appropriate safeguards pursuant to Art. 44 et seq. GDPR; details are set out in the DPA.

8.2 The general data protection notices applicable to the use of the Matchory platform can be accessed in the privacy policy at https://www.matchory.com/de/privacy-policy/.

8.3 Insofar as Matchory processes personal data on behalf of the customer, a separate Data Processing Agreement (DPA) is concluded, executed as a separate document. With regard to the supplier data it uploads (§ 3(b)), the customer is the controller within the meaning of Art. 4(7) GDPR; Matchory processes this data exclusively as a processor pursuant to Art. 28 GDPR. For data from Matchory’s own sources or from Data Partners (§ 4), Matchory is an independent controller; in this respect, the data protection provisions of the DPA and the privacy policy apply on a supplementary basis.

8.4 On the basis of publicly available trade data – such as the shipping manifests published by US Customs and Border Protection (subject to a confidentiality request by the company concerned) – Matchory maps generally recognizable trade and supply relationships between companies. This representation is based exclusively on publicly accessible sources and not on the data uploaded by the customer. The confidential sourcing relationships of the respective contracting customer within the meaning of Section 8.5.3, as well as data uploaded by it, are at no time disclosed as a result.

8.5 Rights to Uploaded Data and Use

Ownership of Rights

8.5.1 The customer remains the holder of all rights to the data it uploads (§ 3(b)). By uploading, the customer grants Matchory a non-exclusive right of use to process and enrich this data for the duration of the contract and for the purpose of providing services to the customer. This right of use ends upon termination of the contract; the deletion period set out in the DPA applies. Section 8.5.5 remains unaffected.

Personal Data

8.5.2 Insofar as the uploaded data contains personal data, its processing is governed exclusively by the Data Processing Agreement (DPA) concluded between the parties; in the event of conflict, the DPA prevails. The transfer into an anonymous data stock governed by Section 8.5.4 takes place within the scope of the purposes permitted under the DPA.

Confidential Sourcing Relationships

8.5.3 The customer’s specific sourcing relationships – in particular which suppliers the customer uses, on what terms it sources, and the content of its sourcing decisions and inquiries – are confidential trade secrets of the customer within the meaning of the German Trade Secrets Act (GeschGehG). Matchory at no time discloses individual customer-related data or a customer’s sourcing relationships and does not use them in customer-identifiable form outside the provision of services to the respective customer.

Use of Objective Supplier and Factual Data

8.5.4 Matchory is entitled to incorporate factual, non-personal information about suppliers and their offerings – such as registered office and location details, product and service portfolio, industry, goods and classification attributes (e.g. NACE/HS codes), certifications and comparable factual master data – into its own supplier data stock, to verify and deduplicate it (entity resolution) and to use it to ensure data quality as well as to maintain and further develop the platform. Not covered, by contrast, is information that gives the customer’s sourcing relationship its economic value – in particular prices, terms, quantities, sourcing periods, customer-specific specifications, as well as the fact and the conditions under which the customer uses a particular supplier. Such information is subject exclusively to Section 8.5.3.

The data used pursuant to sentence 1 constitutes objective facts concerning a third party (the supplier) that are publicly accessible or ascertainable from publicly accessible sources and to which the customer holds no exclusive rights; in this respect, the upload serves to verify information that Matchory could also collect independently. By means of appropriate technical and organizational measures, Matchory ensures that such use takes place decoupled from the customer’s identity and from its specific sourcing relationships (Section 8.5.3) and that the business relationship between the customer and a supplier is not disclosed; no competitive disadvantage arises for the customer as a result. Insofar as, exceptionally, a personal reference exists, Section 8.5.2 and the DPA prevail.

Survival of Decoupled and Anonymized Data

8.5.5 Data that Matchory has lawfully decoupled pursuant to Section 8.5.4 during the contract term or – insofar as personal – irreversibly anonymized, such that there is no longer any personal reference and no inference back to the customer, may be used beyond the termination of the contract. The deletion obligations under Section 8.5.1 and the DPA remain unaffected for the data in its original form attributable to the customer.

§ 9 Liability & Warranty

9.1 Liability in Principle

9.1.1 Matchory is liable without limitation under the statutory provisions for damages arising from injury to life, body or health, for intent and gross negligence, for the absence of an expressly assumed guarantee, and under the Product Liability Act.

9.1.2 In the case of a slightly negligent breach of a material contractual obligation (cardinal obligation) – i.e. an obligation the fulfillment of which is essential to the proper performance of the contract and on whose compliance the customer may regularly rely – Matchory’s liability is limited to the foreseeable damage typical of the contract at the time of conclusion. The parties mutually assume that such damage will regularly not exceed the annual amount paid for the relevant contract period.

9.1.3 In all other respects, Matchory’s liability for damage caused by slight negligence is excluded.

9.1.4 The foregoing limitations of liability also apply to the personal liability of Matchory’s legal representatives, corporate bodies, employees and vicarious agents.

9.2 Quality of the Service and Third-Party Data

9.2.1 Matchory performs the services in accordance with the state of the art and with the care of a prudent businessperson. Uninterrupted or completely error-free availability of the platform is not owed.

9.2.2 The results provided via the platform originate from a multitude of continuously changing data points. As the agreed quality, Matchory owes the careful aggregation, processing and provision of this data in accordance with the state of the art, but not its substantive timeliness, completeness and accuracy in the individual case; this applies in particular to third-party data supplied by Data Partners (cf. § 4). Verification of the information by the user itself is always required. Liability under § 9.1 remains unaffected.

9.3 Platform Availability

9.3.1 Matchory provides the platform with availability customary according to the state of the art. For disruptions and outages of the platform – including those of the underlying cloud infrastructure – Matchory is liable in accordance with § 9.1.

9.3.2 If the platform is unavailable for more than 24 consecutive hours for a reason attributable to Matchory, the customer is entitled – without prejudice to further claims under § 9.1 – to reduce the remuneration on a pro rata basis for the duration of the outage.

9.4 Data Security and Erroneous Platform Data

9.4.1 For the breach of data protection obligations (in particular Art. 32 GDPR) and for the loss of data uploaded by the customer, Matchory is liable under the statutory provisions in accordance with § 9.1.

9.4.2 For damage based on Matchory’s culpable breach of the careful aggregation, processing or provision of data owed under § 9.2.2, Matchory is liable in accordance with § 9.1; in the case of a slightly negligent breach of a material contractual obligation, liability is limited to the foreseeable damage typical of the contract (§ 9.1.2). For the substantive inaccuracy, incompleteness or lack of timeliness of the underlying source and third-party data as such, Matchory is not liable, in accordance with § 9.2.2.

9.5 Duty to Notify Defects

9.5.1 Claims based on defects must be notified to Matchory in writing within two weeks of the defect becoming identifiable. The period does not begin before the point at which the customer could have identified the defect exercising reasonable care. In the case of hidden defects that become apparent only after expiry of this period, the duty to notify remains in place until expiry of the statutory limitation period; an exclusion of liability for late notification does not apply in this respect.

9.6 Force Majeure

9.6.1 If Matchory is prevented from providing its services by force majeure or by other events unforeseeable at the time of conclusion of the contract and not attributable to Matchory, Matchory is released from its obligation to perform for the duration and to the extent of the impediment; liability as well as a right of the customer to reduce remuneration under § 9.3.2 do not exist for outages caused thereby. Force majeure includes in particular natural disasters, war, acts of terror and cyberattacks by third parties, official measures, energy and telecommunications outages, as well as outages or impairments of the cloud and infrastructure providers used by Matchory, insofar as these lie outside Matchory’s sphere of influence. Matchory will inform the customer without undue delay of the occurrence and the expected duration of the impediment. If the impediment continues uninterrupted for more than 30 days, either party is entitled to terminate the affected contract extraordinarily.

9.7 Limitation Period

9.7.1 The customer’s claims for damages or reimbursement of wasted expenditure become time-barred twelve months after the statutory commencement of the limitation period. This does not apply to claims arising from injury to life, body or health, to claims based on intent or gross negligence, to claims under the Product Liability Act, or to claims based on fraudulently concealed defects or an expressly assumed guarantee; in these respects, the statutory limitation periods apply.

§ 10 Reservation of Amendment

10.1 Matchory is entitled to amend these GTC unilaterally insofar as this is necessary to remedy subsequently arising disturbances of equivalence, to adapt to changed legal, regulatory or technical framework conditions, or to further develop and optimize existing features.

10.2 The customer will be informed of any amendment, with notice of the content of the amended provisions, at least 30 days before it takes effect, by e-mail to the customer’s last known e-mail address. The amendment becomes part of the contract if the customer does not object to its inclusion in the contractual relationship in written or text form (e.g. e-mail) within four weeks of receipt of the amendment notice. In the amendment notice, Matchory will expressly draw the customer’s attention to this right of objection. If amendments to these GTC lead to a material deterioration of the customer’s contractual position – in particular through reductions in services, tightening of liability or significant price increases above the framework pursuant to § 7.3 – the customer is entitled to terminate the contract extraordinarily as of the time the amendment takes effect. Matchory will expressly draw the customer’s attention to this special right of termination in the amendment notice.

§ 11 Final Provisions

11.1 All contractual relationships with Matchory GmbH are governed by the law of the Federal Republic of Germany, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).

11.2 Any amendments and supplements to Matchory contracts require the written form, including any amendment or cancellation of this written-form clause. No verbal collateral agreements have been made. Section 305b BGB / the precedence of individual agreements remains unaffected.

11.3 The customer may declare set-off or exercise a right of retention only with a claim that is undisputed or has been finally established by a court.

11.4 The customer is not entitled to assign its claims.

11.5 The customer’s terms and conditions do not apply, even if Matchory has not separately objected to their validity. Deviating or conflicting terms apply only if they have been recognized by Matchory in writing.

11.6 The nullity or invalidity of individual provisions of these GTC does not affect the validity of the remaining provisions (severability clause).

11.7 The place of performance and exclusive place of jurisdiction for all disputes arising from and in connection with the contractual relationship, including these GTC, is Ulm, Germany. Matchory reserves the right to bring an action at the customer’s registered office.