1. Scope of Application

1.1 Scope of the General Terms and Conditions
These General Terms and Conditions govern the relationship between INNERECOMMERCE GmbH (INNERECOMMERCE), represented by managing director Vitali Losing, and the customers regarding all contracts concluded via the website https://innerecommerce.com or other sales channels. These conditions apply to all services and products offered by INNERECOMMERCE, including but not limited to web services for data processing, data analysis, data provision, data mediation, and related technology services.

1.2 Exclusion of Customer Conditions
It is expressly stipulated that differing conditions set by the customer are not valid unless they are explicitly accepted in writing by INNERECOMMERCE. This ensures that only these General Terms and Conditions determine the legal relationship, thus preventing legal uncertainties.

1.3 Contracting Parties
These Terms and Conditions exclusively apply to entrepreneurs, legal entities under public law, or special funds under public law. An entrepreneur is defined as any natural or legal person or a partnership with legal capacity who acts in the exercise of their independent professional or commercial activity when concluding a legal transaction.

1.4 Language and Governing Version
The contract language is German. Should these Terms and Conditions be translated into multiple languages and discrepancies arise between the versions, the German version shall prevail.

2. Subject of Performance

2.1 Overview of Services
INNERECOMMERCE offers a variety of data-processing online services (Web Services) via its advanced cloud-based platform. Access to these Web Services is online through interfaces that can be integrated into the customer’s software. The technical integration of the interfaces is the responsibility of the customer. Detailed technical information is accessible on our Interface Specification website. Customers have the opportunity and the right, for a fee, to access the Web-Service system via the Internet and use the functions of the commissioned Web Services within the scope of the existing contract.

2.2 Data Processing and Quality Assurance
As part of the provided Web Services, INNERECOMMERCE conducts a comparison of customer-provided input data with reference data, using error tolerance methods and fuzzy matching algorithms depending on the service. Identified discrepancies or errors in the data are corrected according to the specifications of the respective Web Service, and the processed data are transmitted back to the customer as output data. It is possible that addresses requiring correction may not be detected (false negatives) or correct addresses may be incorrectly altered (false positives). The customer acknowledges that the final verification of the plausibility of the output data is their responsibility.

2.2.1 Address Verification and Correction
INNERECOMMERCE provides specialized services for the verification and correction of address data. These services identify faulty or incomplete addresses and correct them accordingly. If ambiguous entries are recognized, the system offers improvement or supplementation suggestions based on the chosen Web Service.

2.2.2 Contact Data Optimization
To optimize contact data, INNERECOMMERCE offers several services that can be booked individually or in combination:

2.3 Interfaces and Technical Descriptions
Detailed information and technical descriptions of the interfaces are available in the Interface Specifications. These descriptions provide a general representation and do not guarantee performance.

2.4 Area of Responsibility
The area of responsibility of INNERECOMMERCE for the Web-Service System begins at the transfer point, the router exit of the utilized data center. The integration of the interfaces on the customer side and the maintenance of the data connection lie outside the obligations of INNERECOMMERCE.

2.5 Reference Data
INNERECOMMERCE uses reference data from third-party providers. No liability is assumed for the completeness, accuracy, and timeliness of these data.

2.6 Updating of Data Stocks
The data stocks underlying the Web Services are regularly updated:

2.7 Changes and Improvements
INNERECOMMERCE reserves the right to make changes and improvements to the Web Services to enhance performance. Customers will be informed of such changes in a timely manner. Interfaces that are no longer compatible will be supported for at least three months after the introduction of a new interface.

3. Service Availability

3.1 Operational Times and Service Availability
The Web-Service System of INNERECOMMERCE is generally available seven days a week, around the clock (24 hours). INNERECOMMERCE strives for an average monthly availability of 99.9%. This availability is calculated after deducting times for scheduled maintenance and times due to circumstances beyond the control of INNERECOMMERCE.

3.2 Maintenance Work
Despite using an advanced Kubernetes and parallelized microservice infrastructure, INNERECOMMERCE reserves the right to perform regular maintenance work to ensure the functionality and security of the Web Services. Although this technological architecture optimizes the efficiency and scalability of the services, there may still be temporary interruptions in availability during such scheduled maintenance work, which are considered planned downtimes. Customers will be informed in advance of impending maintenance work, whenever possible, to minimize any inconvenience.

3.3 Monitoring and Availability Testing
The monitoring of system availability is conducted by INNERECOMMERCE or a commissioned service provider. Customers are not authorized to conduct their own availability tests, such as sending PINGs or empty requests that could burden the system.

3.4 Liability for Availability
The liability provisions for damages resulting from availability problems or system failures that are not the fault of INNERECOMMERCE remain unaffected, according to the provisions in the sections on liability (see later in the Terms and Conditions under Liability Clauses). INNERECOMMERCE is not liable for downtime that is beyond its control, such as acts of God or failures of internet service providers.

4. Cost Structure and Payment Modalities

4.1 Price and Invoicing
Unless otherwise agreed, all prices are stated in EURO and are net, plus the applicable statutory value-added tax.

4.2 Invoicing
Invoices are generated electronically by INNERECOMMERCE and sent to the customer by email. By concluding the contract, the customer agrees to this form of invoicing.

4.3 Payment Methods
INNERECOMMERCE reserves the right to exclude certain payment methods at its discretion or to charge a separate percentage fee for them.

4.4 Due Date and Payment Period
Invoices are due immediately upon receipt and must be paid within 14 days of invoice receipt.

4.5 Compensation
Services are generally billed on a transaction basis, where a transaction involves the processing of a dataset. Additional costs may apply depending on the service required, which are detailed in the offer. Transactions carried out during a calendar month are billed at the end of the month.

4.6 Payment Default
If the customer is in arrears with a significant portion of the payment 60 days after receipt of the invoice, INNERECOMMERCE is entitled to temporarily suspend access to the Web Services after unsuccessful dunning. This temporary suspension will be announced to the customer in advance by email. The suspension does not lift the customer’s obligation to pay.

5. Contract Duration and Termination

5.1 Offer Phase
The offers and service descriptions presented on the website are non-binding and without obligation. If a customer is interested in our services, INNERECOMMERCE will provide a detailed offer or order form that clearly defines the scope of services and the prices. A binding contract is established once the customer returns the completed and signed order form or offer via email or fax to INNERECOMMERCE.

5.2 Storage and Access to Contract Documents
INNERECOMMERCE does not permanently store contract texts in a customer-specific form. Instead, INNERECOMMERCE sends a copy of the order data to the customer by email. Legal requirements for the documentation and retention of contracts are adhered to in order to prevent legal issues.

The General Terms and Conditions are available at any time on the INNERECOMMERCE website at https://innerecommerce.com/en/terms-and-conditions/ and can be saved from there.

5.3 Contract Commencement and Termination
Contracts between INNERECOMMERCE and the customer come into effect upon acceptance of the order by INNERECOMMERCE. Standard contracts have a term of 12 months (excluding the first year) and automatically extend for another 12 months (calendar year) unless one of the parties terminates the contract by October 1st of the current year. Upon termination of the contract, all usage and access rights held by the customer expire.

5.4 Termination for Cause
The right of both parties to terminate the contract for cause is unaffected by the aforementioned regulations. Important reasons that may justify immediate termination include, but are not limited to:

(a) The culpable breach of essential contractual obligations by a party, which is not remedied within a reasonable period even after a warning.
(b) The occurrence of unforeseen technical difficulties at the time of contract conclusion that make the continuation of the contracted services impossible.

5.5 Form of Termination
Any termination must be made in writing, which includes digital formats such as email, to be legally valid.

6. Rights and Obligations of the Customer

6.1 Accuracy and Timeliness of Information
The customer ensures that all information provided by them is accurate and complete. They commit to promptly inform INNERECOMMERCE of any changes to data necessary for the execution of the contract. Furthermore, the customer is obliged to use the services of INNERECOMMERCE exclusively within the scope of the contractual agreements and to fulfill all associated obligations, including timely payment of fees, completely and professionally.

6.2 Security and Access Permissions as well as System Integrity
The customer must keep the access codes and authentication data provided to them confidential and must not disclose them to unauthorized third parties. Should the customer become aware of any misuse of the access permissions, they must inform INNERECOMMERCE immediately.

It is prohibited for the customer to retrieve data unauthorized or interfere with the systems of INNERECOMMERCE. The customer will not undertake any actions that could impair the functionality or operation of the Web Services.

6.3 Technical Requirements
The customer is responsible for providing the necessary technical equipment for the use of the Web Services, including hardware, software, and internet connection. The costs and organization of these provisions lie outside the responsibility of INNERECOMMERCE.

6.4 Legal Compliance
In using the Web Services, the customer is obliged to comply with all applicable laws and regulations. In particular, it is prohibited for the customer to use or provide data that is illegal or infringes on third-party rights. The customer bears full responsibility for the data they submit and will indemnify INNERECOMMERCE from any claims by third parties that arise from a breach of these duties.

6.5 Assignment of Rights
The customer may only transfer rights from this contract to third parties with prior written consent from INNERECOMMERCE. Exceptions arising from § 354a of the German Commercial Code (HGB) remain unaffected.

7 Granted Usage Rights and Penalties for Misuse

7.1 Usage Rights
INNERECOMMERICE grants the customer and their authorized users a non-exclusive, time-limited right to access the Web Service System via telecommunications and use the Web Services within the agreed scope. Further rights, especially to the software applications, source codes, or third-party reference data used, are not transferred to the customer.

7.2 Restrictions on Use
The customer may not use the provided Web Services, technologies, and software applications beyond the scope permitted by the contract. Duplication, sale, rental, or any form of lending of the Web Services or their components is prohibited. The customer may not use the Web Services to systematically query data for the purpose of creating a database copy. Legal rights under §§ 69d, 69e of the UrhG, the German Copyright Act remain unaffected.

7.3 Consequences of Contract Violation
If the customer violates the usage conditions specified in sections 7.1 and 7.2 and is at fault for these violations, INNERECOMMERCE is entitled to suspend the customer’s access to the services after prior written notification to remedy the violation. In the case of persistent or repeated violations despite warning, INNERECOMMERCE may terminate the contract without notice.

7.4 Penalties for Misuse
If the customer misuses the Web Services or grants access to third parties without authorization and is at fault, they are obliged to pay a contractual penalty amounting to three times the order value. This penalty will be credited against any damages claims that INNERECOMMERCE may assert.

7.5 Test Quotas and Their Use
INNERECOMMERCE may provide the customer with free test quotas for demonstration purposes. These are intended solely for testing purposes and must not be used for commercial purposes. If the customer misuses them for commercial purposes, a contractual penalty amounting to three times the regular order value of the provided quota will be due. Any contractual penalties will be credited against claims for damages, and further claims for damages remain reserved.

8 Data Protection Provisions and Indemnification

8.1 Responsibility for Data Transmission
The customer confirms that all personal data provided to INNERECOMMERCE for processing within the scope of the Web Services has been lawfully collected and transmitted in accordance with applicable data protection laws, particularly the European General Data Protection Regulation (GDPR). The customer is prohibited from transmitting or processing personal data to INNERECOMMERCE without authorization.

8.2 Storage of Personal Data
INNERECOMMERCE only stores personal data temporarily, to the extent and for the duration necessary to fulfill the contractual conditions and to provide proof of this fulfillment.

8.3 Compliance with Data Protection Laws
Both parties commit to strict compliance with the GDPR. Databases used for services such as address verification, sanctions list checks, solvency assessments, and others, are subject to specific data protection provisions.

8.4 Data Security Measures
The customer commits to implementing appropriate technical and organizational security measures when using the Web Services of INNERECOMMERCE, particularly up-to-date encryption technologies. The customer must also ensure that the transmitted personal data is backed up regularly, at least once a day, to enable its restoration in the event of loss.

8.5 Liability and Indemnification
The customer bears the responsibility for the lawful processing and use of personal data and for protecting the rights of the affected persons. The customer shall indemnify INNERECOMMERCE from all third-party claims arising from violations of data protection or personal rights. This includes covering the costs necessary for legal defense. Claims against the customer are excluded if the legal infringement is attributable to INNERECOMMERCE.

8.6 Support in Enforcement of Rights
INNERECOMMERCE commits to supporting the customer, within its technical capabilities, in enforcing the rights of affected individuals according to Chapter III of the GDPR, especially concerning correction, storage, blocking, deletion, and provision of information.

9 Confidentiality and Secrecy

9.1 Obligation of Confidentiality
INNERECOMMERCE and the customer commit to treat all confidential information they receive from each other in the course of their business relationship with strict confidentiality and not to disclose it to third parties without prior written consent from the other party. This obligation of confidentiality remains in effect even after the termination of the contractual relationship.

9.2 Exceptions to the Obligation of Confidentiality
The obligation of confidentiality does not apply to information that: (a) was already known to the recipient at the time of the contract conclusion or was obtained lawfully from a third party after the contract conclusion without being subject to a confidentiality agreement; (b) is public knowledge at the time of disclosure by the disclosing party or becomes public through no fault or action of the receiving party; (c) must be disclosed due to legal obligations or by order of a court or an authority. In such cases, the party obligated to disclose shall inform the other party as early as legally possible about the impending disclosure and provide an opportunity to object to or limit the disclosure.

9.3 Protection of Confidential Information
Both parties will take appropriate measures to ensure the confidentiality and security of the received information and prevent unauthorized access by third parties. This includes the obligation to make such information accessible only to employees or consultants who need to know it for the performance of their official duties and who are likewise contractually obligated to maintain confidentiality.

10 Warranty and Liability Limitations

10.1 Warranty Exclusion and Error Correction
INNERECOMMERCE’s warranty does not cover damages or disruptions caused by the customer’s culpable behavior, particularly by violations of the contractual agreements. The customer is obligated to assist INNERECOMMERCE in diagnosing and correcting faults to the best of their ability.

INNERECOMMERCE commits to regular maintenance of the Web Services. Should defects still occur, INNERECOMMERCE will rectify these within a reasonable timeframe.

10.2 Liability Provisions and Liability for Negligence
INNERECOMMERCE is liable without limitation for damages caused by intent or gross negligence, for injury to life, body, or health, according to the provisions of the Product Liability Act, or when a guarantee has been assumed, and for deceitful misconduct.

For slight negligence in breaching a fundamental contractual obligation (cardinal obligation), INNERECOMMERCE’s liability is limited to the foreseeable damage typical for the type of contract.

10.3 Data Loss
Liability for data loss is limited to the effort that would have been incurred had backup copies been made regularly and with risk-adequate precautions, unless one of the situations mentioned in section 10.2 applies.

10.4 Exclusion of Liability for External Influences
INNERECOMMERCE assumes no liability for the functionality of telecommunication connections to the server, during power outages, or for failures of servers that are outside its control. Furthermore, there is no liability for damages caused by force majeure, strikes, governmental orders, pandemics, failures of telecommunication networks of other operators, or disturbances within the area of other service providers.

10.5 Further Liability
There is no further liability beyond what is described in this section for INNERECOMMERCE.

10.6 Personal Liability
The limitations of liability in this section also apply to the personal liability of the employees, representatives, and executives of INNERECOMMERCE.

11 Revision Clause and Final Provisions

11.1 Amendment Reservation
INNERECOMMERCE reserves the right to unilaterally modify these Terms and Conditions when justified by substantial reasons. Substantial reasons may include changes in legislation, significant changes in economic conditions, or court decisions affecting the validity of a clause of these Terms and Conditions. Changes will only be made if they are reasonable for the customer and do not significantly disturb the balance of mutual obligations. The current version of the Terms and Conditions can be viewed and saved online.

11.2 Notification of Changes
Changes to the Terms and Conditions will be notified to registered customers. These are deemed accepted if the customer does not object in writing or by email within six weeks of the notification. INNERECOMMERCE is committed to pointing out the consequences of failing to object in the notification.

11.3 Choice of Law and Jurisdiction
The contractual relationship is governed by German law, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG). The place of performance and exclusive jurisdiction for all disputes arising from this contract is the seat of INNERECOMMERCE in Osnabrück, unless statutory provisions dictate otherwise.

11.4 Severability Clause
If individual provisions of these Terms and Conditions are or become invalid or lose their legal effectiveness, this does not affect the validity of the remaining provisions. In the event of a regulatory gap, statutory provisions shall apply.