This page contains the English version of our Terms and Conditions. Please note that the English version is a translation and reading help of the German version. In case of doubt or discrepancies between the versions, the German version is binding.

1. Scope of application

Maxxeed GmbH (hereinafter "Contractor" or "Maxxeed") has developed a cloud-based software solution for sales automation (hereinafter "Software" or “Platform”).

The following general terms and conditions (hereinafter "GTC") apply to the use of the software and the provision of supplementary services and govern the contractual relationship between Maxxeed and the respective customers (§ 14 BGB, hereinafter "Client").

These GTC apply not to consumers. By registering, the user expressly affirms that he/she is not a consumer within the meaning of § 13 BGB.

The version of the GTC valid at the time of conclusion of the contract shall apply.

2. Subject matter of the contract and license to use 

The subject matter of the contract is the provision of a time-limited use for the Maxxeed Platform as a cloud offer via an Internet access. The Client is enabled to use the Maxxeed software stored and running on servers of Maxxeed or a commissioned service provider (data center, location EU) via an Internet connection for his own purposes during the term of the contract and to store and process his data. 

Maxxeed provides the Client with the use of the platform at the router exit of the respective data center ("handover point"). 

Maxxeed does not owe the guarantee of the data connection between the handover point and the Clients IT systems. It is the Clients responsibility to create the technical conditions for receiving the software at the Delivery Point and using it. The Client is responsible for the provision and operation of all hardware and operating software as well as for the secure and fast connection of the IT end devices to the server on which the software and the work descriptions are implemented.

Maxxeed offers various services on the platform in the context of the creation, management and distribution of product and company information (hereinafter "Services"). On the access-protected platform, Clients can create, store and manage different content and make it available to their prospects and end users in an individualized web-based output channel (e.g. personalized landing page). Furthermore, the platform offers the Client user and contact management, access management for the output channel and analytics functions that evaluate the use of the output channel.

3. Rights of use

3.1. Rights of use

For the term of the contract, the Contractor grants the Client, subject to the condition precedent of full payment of the agreed remuneration, the paid, worldwide, non-exclusive and non-transferable right to use the software as intended. The Client may only use the software within the framework of the contractual provisions. The Client shall not receive any right to the source code of the software. The Client may only use the software for its own purposes. The use for own purposes includes the intended use of the products for general business purposes of the Principal and the processing of the Principal's data. It does not include the use of the products for third parties, for example as a service provider or any other transfer or brokerage of use to third parties.

3.2. Use of the software by employees and third parties

The Client is entitled to have the software used by its own employees or by third parties (hereinafter "employees") for its own purposes. The Client shall create an account as part of the initial registration. 

The Client can activate his own employees under his account. For this purpose, he invites employees to register on the platform.

The Client warrants that he will only invite persons as employees to the platform if he is authorized to do so. Before sending the invitation, the Client is obliged to ensure that the employee agrees to receive the invitation. In the event that the employee asserts claims against Maxxeed due to unsolicited sending of the invitation, the Client indemnifies the contractor in this respect from all claims in connection with the sending of the invitation. Maxxeed reserves the right to assert further claims against the Client arising from these facts.

After the registration process, the employee gets access to his user account (hereinafter "employee account").

The Client can restrict or delete the employee account at any time via his account.

Joint use of the software by different users under a joint user account is excluded. The Client shall be responsible for the use of the software by its users and for all damage caused by negligent or intentional breaches of duty by its users.

3.3. Rights to software and services

Unless otherwise agreed, all rights to software and services provided by the Contractor or developed under this Agreement shall be vested solely in the Contractor. All rights to any modification, development or improvement of the Products or Services made by the Client shall also be the exclusive property of the Contractor.

3.4. Open Source Software Components

The Software may contain open source software components. The use of these components is exclusively subject to the corresponding terms of use of the open source software components which are transmitted and/or referenced within the framework of the open source software components. No provision of this Agreement shall affect the rights or obligations of the Client under the corresponding terms of use of the open source software components. In the event of contradictions or conflicting provisions between the licence terms of the Open Source Software and the provisions of this Agreement, the licence terms of the Open Source Software shall take precedence..

3.5. Revocation of the access authorisation

Maxxeed is allowed to block or delete content that violates the terms of use or legal regulations, that violates the applicable rules of politeness, etiquette, objectivity and respectful interaction, or that is otherwise offensive and/or improper. Maxxeed will subsequently obtain a statement from the Client and, based on the statement, re-evaluate the deletion/blocking decision.

If the Client violates the terms of use or legal regulations or if there is any other important reason, Maxxeed can additionally:

terminate the user contract without notice;

limit the account in time or block it permanently.

As soon as a Client/user has been blocked, this user is also not allowed to log in with another account. The sole revocation of the access authorization (limit or permanently block) is not simultaneously considered as termination of the contract. 

3.6. Restriction of the authorisation

Unless otherwise agreed or required by mandatory law or applicable open source software terms of use, the Client is not entitled to,

1. copy the software beyond what is necessary for the contractual use, neither in whole nor in part;

2. modify, correct, adapt, translate, improve or otherwise make derivative developments to the Software;

3. make the software available to third parties;

4. decipher the source code of the Software, in whole or in part;

5. circumvent or violate any security device or protection mechanism contained in or used for the Software;

6. take measures that are likely to cause damage to the Contractor's software or servers;

7. use the software in a way that violates applicable law and/or the rights of third parties;

8. use the Software for the purpose of benchmarking or competitive analysis of the Software, for the development, use or provision of a competing Software product or service or for any other purpose that is detrimental to the Supplier; and/or

9. use the Software for or in connection with the design, construction, maintenance, operation or use of hazardous environments, systems or applications or other safety-critical applications or otherwise use the Software in a manner that could result in physical harm or serious property damage.

4. Changes 

4.1. Further development

Maxxeed endeavours to continuously develop the platform and the services. Within the scope of these further developments, Maxxeed intends to improve, expand, delete and/or otherwise change individual functions of the platform or individual services. The functionalities of the platform or the services may be changed by Maxxeed if this is necessary for a valid reason and the user is not objectively placed in a worse position compared to the performance agreed upon at the time of the conclusion of the contract (e.g. in the case of an improvement of functionalities). A valid reason exists in particular if the functionalities are changed due to technical innovations.

The conditions and functionalities of a free subscription can be changed at any time.

5. Obligations of the principal

5.1. Obligation of the Client to cooperate and support the contractor

The Client shall support the Contractor in the provision of the contractual services to a reasonable extent.

Should the Client fail to cooperate sufficiently and/or cause delay, the Contractor shall not be obliged to fulfil the contractual obligations for as long and to the extent that the Contractor is prevented from fulfilling the contractual obligations due to insufficient and/or delayed cooperation of the Client. The Contractor shall inform the Client of its insufficient or timely cooperation and set a reasonable deadline for subsequent performance. If the Principal nevertheless fails to fulfil his obligations to cooperate, any resulting increases in remuneration, additional expenses (e.g. extra work, cancellation costs, travel expenses) and postponements of deadlines which are unavoidable for the Contractor shall be borne by him. After fruitless expiry of the grace period, the software or service concerned shall be deemed to have been provided or rendered.

5.2. Adequate security and use the software lawfully

The Contractor shall store content and data for the Client as a technical service provider. The Client undertakes vis-à-vis the Contractor not to process any illegal content and data and/or content and data that infringe the rights of third parties with the software and not to use any programs containing viruses or other malware in connection with the software. In particular, he undertakes not to use the software to offer or in connection with illegal services or goods.

Client shall be responsible for

• appropriate security processes, tools and controls for systems and networks interacting with the Software;

• maintaining alternative processes in the event of a lack of availability of the Software;

• determining whether the technical and organisational data protection and data security measures provided by Contractor meet Client's specific requirements;

• the appropriate internal training of users and the provision of internal technical support;

• the verification of all content generated by the platform. In no case Maxxeed assumes responsibility for the correctness and truthfulness of the generated content. This also concerns the responsibility for the compliance of the generated content with the applicable legislation (including in terms of copyright). Therefore, it is the responsibility of the Client to check and correct the Content for any errors. Stock Images‍ selected or generated by the Platform are for digital use within the Platform only and may not be used for print or as a trademark for any business.

In particular, the Client is obliged:

• not to create and use any insulting, violence-glorifying, discriminating, inhuman or defamatory content;

• not to create and use any pornographic or racist content;

• not to create and use content that violates the laws for the protection of minors or criminal laws;

• not to take any action that could block, overburden or impair the proper working or appearance of the Platform (e.g. denial-of-service attacks or the uploading of viruses or other malicious code);

• not to create or use untrue or inappropriate content;

• not to engage in unauthorized commercial communications (such as spam) on the Platform;

• not to use automated mechanisms (such as bots, robots, spiders or scrapers) to collect content or information from other users or otherwise access the Platform, unless express prior permission has been obtained from Maxxeed;

• not to collect login information or access an account that belongs to another user and not to collect, use and process data of other users without being authorized to do so;

• not to create and use any legally protected content without being authorized to do so;

• to use only data and information that have been checked for viruses and other malware and to check them with the current state of the art technology beforehand;

• not to advertise a company for commercial purposes or to set links to such content;

• to provide all data collected in the course of the conclusion of the contract truthfully and in complete form;

• not to make improper use of services and not to damage the reputation of Maxxeed;

• to back up the data sent to Maxxeed and the platform on a regular basis, at least once a day, and in accordance with the risks, and to keep their own copies in order to be able to restore the data in case of loss.

6. Service provision

6.1. Service Level Agreement

The Software shall be provided in accordance with the Contractor's Service Level Agreement (SLA), which is available at https://www.maxxeed.com/en/mxsla and which is expressly incorporated into these GTC and the Contract.

6.2. Setup and configuration of the software

Unless expressly agreed otherwise, setup/installation and configuration of the software shall be remunerated in accordance with the hourly rates for services agreed in the respective individual order.

6.3. Handover of the software, provision of services

Software and other work results shall be deemed to have been handed over as soon as they have been made available to the Client. Services shall be deemed to have been rendered as soon as the respective service has been completed. Support/maintenance, if applicable, shall be deemed to have been provided on a monthly pro rata basis with the passage of time.

Unless otherwise agreed, software and services shall not be subject to separate acceptance by the Client, but shall be deemed accepted upon delivery. If acceptance has been contractually agreed and the Principal has not complied with the acceptance schedule or test plan or if such a test plan or a time limit for tests and acceptance does not exist, the software and services shall be deemed to have been accepted ten working days after handover.

6.4. Vicarious agents and subcontractors

The Contractor is entitled to use subcontractors or other vicarious agents (collectively referred to as "Subcontractors") in order to fulfil the contractual obligations. The Contractor shall ensure that Subcontractors are bound by confidentiality and data protection obligations in accordance with these GTC. The engagement of Subcontractors shall not affect the Contractor's contractual obligations to the Client. 

7. Prices an terms of payment

The conclusion of subscriptions for the use of the services is partly subject to a fee. The subscriptions shall be governed by the prices stated therein for the monthly or annual remuneration or the prices stated in the quote (hereinafter "remuneration").

For Clients based in Germany, all prices are exclusive of statutory value added tax. Clients who are located outside of Germany are responsible for the payment of any applicable taxes and the payment of any applicable fees, such as VAT and customs duties. Clients from other EU countries must provide their VAT ID during the booking process in order to carry out the reverse charge procedure.

The remuneration owed by the Client is due for payment in advance at the beginning of the booking period.

In the event of late payment, interest on arrears shall be due at the statutory rate.

8. Limitation of liability

8.1. Liability due to defect 

The application of Section 536a (2) BGB (tenant's right of self-remedy) is excluded. The application of Sec. 536a (1) BGB (liability of the landlord for damages) is also excluded, insofar as the standard provides for strict liability.

8.2. Liability in case of simple negligence

The Contractor shall only be liable for simple negligence, both for its own conduct and for imputed conduct, insofar as essential contractual obligations (cardinal obligations) are violated. In this case, liability shall be limited to the foreseeable damage typical for the contract. Material contractual obligations are those obligations whose breach jeopardises the achievement of the purpose of the contract, whose fulfilment makes the proper performance of the contract possible in the first place and on whose compliance the Client regularly relies.

8.3. Consequential damage

The contractor shall only be liable for indirect and consequential damages as well as for lost profits, additional personnel costs, useless expenses and omitted savings, etc. in the event of intent and gross negligence.

8.4. Liability for gross negligence

The limitations of liability shall not apply to claims based on intent and gross negligence, in the case of personal injury, in the case of fraudulent intent, insofar as the Product Liability Act applies, and for damage that falls within the scope of protection of an independent guarantee, quality or durability guarantee given by the Contractor, insofar as nothing to the contrary results from the respective guarantee agreement.

8.5. Liability in case of breach of proper data backup

If the Client breaches the obligation incumbent upon it to properly back up data, the Contractor shall be liable within the scope of the above provisions in the event of loss of data limited to the amount of the damage that would have occurred even if the Client had properly and regularly backed up data.

9. Client data and indemnification against third party claims

9.1. Rights to the contents of the Client

The Client grants Maxxeed the simple right of use (hereinafter "license") to the content (hereinafter "user content") posted by the Client on the platform, which is unlimited in terms of territory and limited to the contractual term of the usage agreement as well as to the processing of the user content on the Maxxeed platform or the integrations used, insofar as this is necessary for the purpose of providing the contractual services. In particular, Maxxeed is entitled to technically edit, prepare and adapt the user content in such a way that it can also be displayed on mobile receiving devices.

The license ends when the Client deletes his user content or account as well as upon termination of the usage agreement.

The Client guarantees that he or she is the owner of the transferred rights and that it is possible for him or her to effectively grant the rights mentioned above. The Client also guarantees that the created, managed and distributed content does not violate any rights of third parties, in particular trademark, competition, copyright, property or personal rights.

9.2. Responsibility of the principal for processed data

The Client shall be solely responsible for all content and processed data used by it or its users and any legal positions required for this. The Contractor shall not take note of any content of the Client or its users and shall not check the content used with the software.

9.3. Indemnity

In this context, the Client undertakes to indemnify the Contractor against any liability and any costs, including possible and actual costs of legal proceedings, if a claim is made against the Contractor by third parties, including employees of the Client personally, as a result of alleged acts or omissions of the Client. The contractor shall inform the Client of the claim and, insofar as this is legally possible, give the Client the opportunity to defend the asserted claim. At the same time, the Client shall immediately provide the Contractor with all information available to it concerning the facts that are the subject of the claim. Any further claims for damages on the part of the Supplier shall remain unaffected.

10. Confidentiality and data protection

10.1. Confidentiality

Both parties shall obligate their employees deployed in connection with the contract to observe data secrecy and confidentiality, insofar as they are not already generally obligated accordingly.

10.2. Processing of personal data

The personal data and personal data relating to the use of the software voluntarily provided by the Client in the context of the use of the services shall be used by Maxxeed exclusively in compliance with the provisions of the German Federal Data Protection Act (Bundesdatenschutzgesetz, BDSG), the German Data Protection Regulation (Datenschutzgrundverordnung, DSGVO) and other applicable data protection regulations. In order to provide the full functionality of the software it is necessary to process personal data and personal data of the Client. 

10.3. Authorisation to process anonymised data

The Contractor is entitled to use anonymised data in connection with the use of the software for internal business and/or operational purposes, in particular to analyse the use of the software and to improve the software. The Client shall issue a corresponding instruction to anonymise the data required for this purpose.

10.4. Order processing agreement

Within the scope of the use of the software, the Client may process personal data of its end customers and other data subjects. The Client is the controller and the Contractor is a processor. This commissioned processing is governed by the Commissioned Processing Agreement between the Parties, which is available at https://www.maxxeed.com/en/mxop and is expressly incorporated into these GTC and the contract between the Parties.

11. Duration and termination

11.1. Establishment of the contractual relationship

The contractual relationship between the parties is established through the registration or acceptance of a subscription via the Maxxeed platform, or through an offer or e-mail confirmation.

The registration on the platform takes place by opening an account on the platform under agreement to these GTC.

11.2. Duration

The user contract begins with the successfully completed registration and has an unlimited term. If the Client does not book a paid subscription after the expiration of a possibly granted test period, the user contract ends with the expiration of the test period or the Client reverts to a free subscription.

The paid subscription will be extended by the initial term if it is not canceled with a notice period of 30 days to the end of the respective term. A free subscription can be canceled at any time with a notice period of 30 days.

With the cancellation of the subscription, the user contract also ends.

Notwithstanding the foregoing provision, Maxxeed may terminate the subscription without notice if the Client is in default of payment of the fee or a not insignificant portion of the fee for two consecutive months.

The right to terminate for cause remains unaffected.

Any termination must be in text form. An e-mail or other notification in text form to Maxxeed is sufficient for the termination declaration. Alternatively, the termination can also be made via the account of the clie

11.3. Processing after termination

The personal data stored by the Client and the account will be deleted by Maxxeed upon termination of the user agreement and access is no longer possible. This also applies to all data stored by the Client/ employee or user on the platform. The Client/ employee or user must save his data and the information generated for him in advance of the termination of the user contract by download. If Maxxeed is obliged to keep data for legal or other reasons, Maxxeed may alternatively also block the data; with lapse of the authority the data will be deleted by Maxxeed. 

12. General

12.1. Exclusion of foreign general terms and conditions

The validity of general contractual or business conditions of the Client is expressly excluded. This also applies if Maxxeed has not explicitly contradicted the terms and conditions of the Client and/or provides services without contradiction.

12.2 Jurisdiction, place of jurisdiction, language

These GTC as well as subscriptions regulated therein are subject to the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods.

All contract conclusions between the Client and Maxxeed are made exclusively in German. The contract language is German. In the event of disagreements arising from this contract, the parties undertake to first find an amicable settlement. Should this not be possible, the parties agree already now on the place of business of Maxxeed as the general place of jurisdiction.

12.3. Approval of marketing measures

The Contractor shall have the right to publicly state the fact that the Client uses its software or is its customer and to use the Client's name and logo for this purpose in its marketing materials, including on the Internet on its website and/or on its social media pages. Any other use of the Client's name or logo requires the prior consent of the Client.

12.4. Formal requirement

All notices under this Agreement shall be in text form and shall become effective upon first delivery.

12.5. Changes to these contractual conditions

The contractor may make changes to these contractual terms and conditions if these become necessary due to changed circumstances, for example in the event of significant changes in legislation or case law, the relevant market and business environment or due to technical developments, are reasonable for the Client. The contractor shall inform the Client of the changes in electronic form within a reasonable period of time, at least one month, before the changes come into force. The Client shall be entitled to object to such changes within 14 days of receipt of the notification of change. In the event of an objection by the Client, the Contractor shall have the right to terminate the contractual relationship extraordinarily without observing a notice period. If the Client does not object, his consent shall be deemed to have been granted after expiry of the above-mentioned periods. The Contractor shall expressly point out the duration of the period and the significance of its expiry without result when announcing the changes to the GTC.

12.6. Severability clause

The invalidity of individual provisions of this agreement shall not result in the invalidity of the remaining provisions of this agreement. The parties undertake to replace invalid provisions by mutual agreement with new, valid provisions which come as close as possible to the economic intentions of the parties. This shall apply mutatis mutandis if a provision of this agreement should subsequently become invalid or in the event of gaps in this agreement.

Status: May 2022