Condiciones generales de contratación

These General Terms and Conditions (GTC) apply to all contracts for the resale of services that the Contractor (hereinafter: "Reseller") sells to the Client, using data and services from third-party providers (hereinafter: "Data Provider").

The subject matter of these GTC is the provision of access to specific databases, data analyses, or information services (hereinafter: "Services"), which the Reseller obtains from Data Providers such as Silicon Expert or Z2Data and passes on to the Client either unchanged or in a form defined by the Reseller. The Client acknowledges that the use of data from Data Providers is subject to the respective End User License Agreement (EULA) or terms of use of the respective provider. Luminovo merely facilitates access.

All Services under this agreement, except for the provision of access to the Software are services according to §§ 611ff. BGB, meaning that Luminovo is not responsible for a specific success according to §§ 631 ff. BGB and to that extent, no warranty of any kind exists.

The exact scope, specifications, and availability of the Services are determined by the Reseller's respective service description at the time of contract conclusion. The Services are based on the underlying data and services of the Data Providers.

The Client acknowledges that the provision and use of the Services is subject to the terms of use and/or general terms and conditions of the respective Data Providers. These third-party terms and conditions (e.g. regarding usage rights, restrictions on data sharing, warranty, and liability limitations), insofar as they concern the end customer's use of the data, are incorporated as a supplementary part of the contract upon conclusion of the agreement between the Reseller and the Client. The Reseller will make the relevant parts of the third-party terms and conditions available to the Client upon request, or provide access to them. In the event of conflicts, the provisions of these GTC shall take precedence, unless the Data Provider's provisions directly concern the permissible use of the data.

The Reseller has the right of amending the Scope as well as the Service as far as the Data Provider amends its Service. The Customer has to be informed about these changes without any delay.

The Client receives a non-exclusive, non-transferable right, limited in time on the duration of the contact to use the Service, solely for its internal business purposes.

The Client undertakes to comply with all usage restrictions and licensing terms of the Data Providers.

The Client is not entitled to use the Services for the development or improvement of competing products, for the creation of its own databases, or for bulk queries (crawling, scraping) that exceed the agreed scope of use.

The Client shall indemnify the Reseller against all third-party claims (in particular from Data Providers) arising from any breach by the Client of the usage restrictions set out in Clause 5.

The price for services can be derived from the Offer of the Reseller as well as the Order Confirmation.

Each subscription (e.g. Gold, Platinum) represents an independent 12-month contract with a specific MPN capacity. To increase capacity or access additional data features, a new subscription must be added. Multiple subscriptions can run in parallel, and your total MPN capacity equals the sum of all active subscriptions. Downgrades (cancellation of individual tier subscriptions) are only possible at the respective contract end. (Example: Gold Tier (2,500 MPNs, €5,000) + Platinum Tier added mid-year (2,500 MPNs, €7,000) = 5,000 MPNs total (2,500 Gold Tier and 2,500 Platinum Tier), €12,000 total cost.)

The payments are due with the order and shall be paid upfront with closing the Order. The Service of the Data Provider shall be available for the Customer after receiving the payment.

The Reseller points out that the quality, accuracy, and completeness of the data provided is the responsibility of the Data Providers. The Reseller assumes no warranty beyond that which the Data Provider itself provides.

The Reseller endeavors to ensure high availability of the Services. However, availability is primarily dependent on the performance and infrastructure of the Data Providers. Outages attributable to the Data Providers do not constitute a defect in the Reseller's performance, provided that the Reseller is not responsible for the outage. Luminovo's own platform has an average availability of 99%.

The Reseller's liability is unlimited in cases of intent or gross negligence, for injury to life, body, or health, in accordance with the provisions of the Product Liability Act, and to the extent of any guarantee expressly assumed by the Reseller.

In the event of a slightly negligent breach of an obligation that is essential to achieving the purpose of the contract (cardinal obligation), the Reseller's liability is limited to the amount of damage that is foreseeable and typical for the type of transaction in question. Any further liability of the Reseller for slight negligence is excluded.

The above liability limitations also apply to the personal liability of the Reseller's employees, representatives, and governing bodies.

The Reseller expressly assumes no liability for the accuracy, completeness, correctness, timeliness, or suitability of the Data Providers' data and information for the purpose pursued by the Client. Any liability arising from the use or misinterpretation of third-party data is excluded, unless the Reseller is guilty of intent or gross negligence. This applies in particular to damages based on incorrect or missing information.

Liability for data loss is limited to the typical recovery effort that would have been incurred had the Client regularly created backup copies appropriate to the level of risk.

The Client's claims for damages become statute-barred after one year from the statutory commencement of the limitation period, unless they are claims arising under Clause 8.1.

MPN quota consumption occurs through the retrieval of data via the platform. Should quota be consumed beyond what was actively triggered by the Client due to a demonstrable technical malfunction of the Reseller's system (e.g. software bugs or erroneous multiple queries by the system), the Reseller will credit the difference to the Client following review and verification of the malfunction. The Client is obligated to report such obvious irregularities in quota consumption in text form without delay upon discovery. A credit is excluded if the excess consumption is attributable to misuse by the Client, unsuitable search parameters by the Client, or faulty data provision by the Data Provider over which the Reseller has no influence.

Each contract runs for 12 months from the individual start date. The contract automatically renews for a further 12 months unless terminated in text form no later than 30 days before the end of the contract term.

The right to extraordinary termination for good cause remains unaffected. Good cause for the Reseller exists in particular if (a) the Client breaches the usage rights (Clause 5) or (b) the contract between the Reseller and the Data Provider for the provision of data is terminated.

Should the Data Provider permanently cease providing data to the Reseller, the Reseller is entitled to extraordinary termination. In this case, fees already paid in advance will be refunded on a pro-rata basis.

This contract and its interpretation, as well as all non-contractual obligations in connection with this contract, are subject to German substantive law. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

The place of performance is Munich. In the event of disputes arising from or in connection with contractual relationships between the parties, the courts in Munich shall have exclusive jurisdiction.

The German-language version of this document takes precedence over the English-language version.