General Terms and Conditions for matflow

1.1 These General Terms and Conditions (“Terms”) apply to contracts for the provision and use of the web-based software matflow, including any additional services agreed in each case, between Spatial Platforms GmbH Rosental 7 80331 München, Germany hallo@spatialplatforms.com – hereinafter the “Provider” – and the customer.

1.2 The offer is directed exclusively at entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law. Contracts with consumers are not concluded on the basis of these Terms.

1.3 The customer is the natural or legal person or partnership with legal capacity that concludes the contract with the Provider. Persons whom the customer permits to use matflow are hereinafter referred to as “Users”.

1.4 Deviating or supplementary terms and conditions of the customer only become part of the contract if the Provider expressly agrees to their validity. Performance without reservation does not constitute such consent.

1.5 Individual contractual agreements take precedence over these Terms. Supplementary service descriptions, offers and service level agreements apply insofar as they have been incorporated into the contract. An agreed data processing agreement takes precedence over conflicting provisions of these Terms with regard to the processing of personal data.

2.1 The presentation of matflow on the website does not, as a rule, constitute a binding contractual offer unless it is expressly designated as such.

2.2 The contract is concluded when the customer accepts an offer from the Provider or when the Provider accepts an order from the customer. The Provider may declare acceptance in text form or by activating the expressly ordered service.

2.3 A contract subject to charges requires an order that shows the payment obligation and the relevant conditions. Merely requesting a demonstration or registering for an expressly free trial does not give rise to any payment obligation.

2.4 Persons who place orders or conclude contracts on behalf of a company must be authorised to do so.

2.5 The version of these Terms incorporated at the time the contract is concluded is decisive. The contractual terms are made available to the customer before conclusion of the contract in a form that allows them to be stored and reproduced.

3.1 The Provider makes matflow available as software-as-a-service via the internet. The subject matter of the contract is the time-limited use of the agreed software functions during the term of the contract. Provision of the source code or installation in the customer's infrastructure is only owed if separately agreed.

3.2 The specific scope of services results from the agreed offer or plan and the incorporated service description. This concerns in particular functions, numbers of users, projects, storage volume, interfaces, import and export options and any support services included.

3.3 Depending on the agreed scope of services, matflow may in particular enable the creation and editing of 2D and 3D layouts, the use of object libraries, the analysis of material flows, the comparison of planning variants and collaboration on projects. This exemplary description does not give rise to any claim to functions that are not part of the agreed scope of services.

3.4 Supported file formats and interfaces result from the agreed service description. Support for a file format does not automatically mean that all properties, extensions or version-dependent particularities of a source file can be adopted. Known material limitations are described in the documentation.

3.5 Individual planning and consulting services, as-built surveys, data preparation, training, customer-specific developments and migration services are only owed if expressly agreed.

3.6 The use of other products, in particular Siteviewer, is only included if expressly agreed. A technical integration alone does not give rise to any claim to use the connected product.

3.7 Functions marked as planned or in development are only owed once their provision has become part of the contract.

4.1 For the term of the contract, the Provider grants the customer a simple, non-exclusive right to use matflow to the agreed extent for its business purposes. This also includes working on projects for the customer's clients.

4.2 The customer may grant access to its own employees and to authorised external project participants insofar as this is covered by the agreed scope of licences and permissions. Agreed user, storage and other usage limits must be observed.

4.3 Renting out matflow or providing it as a stand-alone software service for third parties is not permitted without a separate agreement. Collaboration with clients and project partners in accordance with the contract remains unaffected.

4.4 The customer may continue to use lawfully created and exported planning results after the end of the contract and pass them on to clients, project partners or authorities. Insofar as they contain library objects provided by the Provider, their further use as part of these planning results is permitted. Any independent marketing or distribution of the object library is not permitted. Deviating conditions for third-party content are indicated before such content is used.

4.5 In particular, it is not permitted to circumvent access or licence restrictions, impair operation, introduce malicious software or gain unauthorised access to third-party data.

4.6 Reproduction, modification or reverse engineering of the software beyond the rights of use granted is not permitted. Mandatory statutory rights, in particular to establish interoperability, remain unaffected.

5.1 The customer provides the end devices required for use, a suitable internet connection and a browser environment that meets the documented system requirements.

5.2 The customer keeps its contract and contact details up to date, manages user permissions carefully and protects access credentials against unauthorised access. If there are indications of misuse, it informs the Provider without undue delay and takes reasonable protective measures.

5.3 The customer is responsible for the lawfulness of the content it introduces and for its processing in accordance with the contract. It ensures that the necessary rights of use, permissions and data protection requirements are in place.

5.4 When sharing projects and involving external participants, the customer checks in particular which information may be made accessible. This also applies to share links and data exchange with connected applications.

5.5 Insofar as technically possible and reasonable, the customer additionally backs up important source data and exported work results outside matflow. This does not limit the Provider's contractual and statutory obligations regarding data backup, data security and recovery.

5.6 Content whose processing requires special statutory classified information protection or security clearances may only be introduced into matflow after prior express agreement.

6.1 During the term of the contract, the Provider makes matflow available to the agreed extent and maintains the usability of the software in accordance with the contract.

6.2 Specific availability values, support hours and binding response and recovery times result from any agreed service description or service level agreement. The absence of such an agreement does not remove the obligation to perform in accordance with the contract.

6.3 The Provider may carry out necessary maintenance, security measures and updates. Foreseeable interruptions are announced in good time where possible and planned with due regard to the customer's interests. Prior notice may be omitted in the case of urgent security measures.

6.4 Changes and updates must not materially impair the agreed functionality or the purpose of the contract. A material restriction of services owed requires a contractual basis or the customer's consent.

6.5 Fault reports can be submitted via the agreed support channels. The customer supports the fault analysis by describing the fault as precisely as possible and providing reasonable information about the affected usage situation.

6.6 The Provider may use suitable service providers to perform the services. Its responsibility for the services owed remains unaffected.

7.1 matflow serves as a tool to support planning, visualisation and analysis. Results are based on the data, models, parameters and calculation methods used.

7.2 The customer checks the bases and settings it uses for their suitability for the respective use case. This concerns in particular dimensions, units, scales, coordinate systems, object dimensions, transport volumes, route relationships and cost assumptions.

7.3 Library objects and imported models may be simplified representations. Unless expressly agreed, they do not replace binding manufacturer documentation, technical certificates or approved construction drawings.

7.4 Before any construction, technical, operational or investment measures, the customer must have the relevant planning results reviewed by suitably qualified persons. In particular, necessary reviews of occupational safety, fire protection, escape routes, load-bearing capacity, eligibility for approval and technical regulations are not replaced by the use of matflow.

7.5 Insofar as automated analysis, optimisation or AI-supported functions are agreed, their results must be checked for plausibility and suitability before implementation. A specific economic success or a solution that is optimal under all conditions is only owed if expressly agreed.

7.6 The above review obligations do not affect the Provider's obligation to ensure that the software functions in accordance with the contract, nor the provisions on defects and liability in these Terms.

8.1 Rights to the data, files, models and other content introduced by the customer remain with the customer or the respective rights holders. The use of matflow does not grant the Provider any further rights of exploitation.

8.2 The customer grants the Provider only those rights that are necessary to provide the agreed services. These include in particular storing, processing, technically necessary copying, displaying and transmitting the content and making it available to users authorised by the customer.

8.3 These rights apply only to the performance of the contract, including agreed backup, handover and deletion processes. Service providers used may only process content to the extent necessary for this purpose and subject to corresponding protection obligations.

8.4 The Provider does not sell confidential project content of the customer and does not use it, without a separate express agreement, for advertising, for provision to other customers or for training general or cross-customer AI models. This also applies to such training by commissioned service providers.

8.5 Agreed order-related processing by automated or AI-supported functions remains permissible insofar as it is necessary to provide the service commissioned by the customer and complies with the agreed data protection and confidentiality requirements.

9.1 The parties comply with the applicable data protection regulations.

9.2 Insofar as the Provider processes personal data on behalf of the customer, the parties conclude a data processing agreement pursuant to Art. 28 GDPR before such processing begins. This governs in particular instructions, protective measures, sub-processing and the return and deletion of personal data.

9.3 Hosting locations, sub-processors used and the relevant technical and organisational measures are documented in the agreed data protection and security documents. These documents are made available to the customer before the relevant processing begins. Agreed restrictions on processing locations must be observed.

9.4 The Provider takes technical and organisational measures appropriate to the risk to protect customer data. If it becomes aware of security incidents affecting customer data, it informs the customer in accordance with the statutory and contractual requirements.

9.5 Information about personal data that the Provider processes under its own data protection responsibility, in particular for contract administration, is contained in the privacy policy. Consent to these Terms does not replace any consent that may be required under data protection law.

10.1 The parties treat confidential information of the other party as confidential and use it exclusively for the performance of the contract. Confidential information includes in particular non-public factory and building layouts, production data, material flow data, business processes, calculations, access credentials and trade secrets.

10.2 Disclosure is only permitted to persons and service providers who need the information for the performance of the contract and are subject to appropriate confidentiality obligations.

10.3 The confidentiality obligation does not apply to information that was demonstrably already lawfully known, becomes publicly known without a breach of duty, was developed independently or was lawfully obtained from an authorised third party.

10.4 Disclosures required by law remain permissible. Insofar as legally permitted, the disclosing party informs the other party in advance and limits the disclosure to the extent necessary.

10.5 The confidentiality obligations continue after the end of the contract for as long as there is a legitimate interest in confidentiality. The use of the customer's name, customer logos or project content as a reference requires separate consent.

11.1 Prices, billing intervals, service limits and any usage-based fees result from the agreed offer or order.

11.2 All prices are exclusive of the statutory value added tax, unless expressly stated otherwise.

11.3 Unless otherwise agreed, invoices are payable without deduction within 14 calendar days of receipt.

11.4 Additional services and extensions subject to charges require a corresponding order. Automatic additional costs when usage limits are exceeded only arise if the conditions and calculation have been agreed in advance.

11.5 Price changes for ongoing contracts require an effective agreement. A change to the publicly displayed prices alone does not change existing contracts.

11.6 In the event of late payment, the statutory provisions apply. Blocking of access is additionally governed by clause 16.

12.1 The start of the contract, minimum term and any agreed renewal periods result from the offer or order.

12.2 If no fixed term is agreed, the contract runs for an indefinite period and may be terminated by either party with one month's notice to the end of a month.

12.3 A contract concluded for a fixed term ends upon expiry of the agreed term unless a renewal has been agreed. An automatic renewal requires a corresponding agreement.

12.4 Notice of termination may be given in text form, in particular by email to the address stated in clause 1.1. A termination function, if provided, may also be used.

12.5 The right to extraordinary termination for good cause remains unaffected. Where required by law, the other party must first be given the opportunity to remedy the situation within a reasonable period.

12.6 The special rights to terminate the contract and to switch providers under clause 13 remain unaffected by agreed minimum terms and ordinary notice periods.

13.1 The customer may use the export functions provided for its contract. Statutory rights to data portability, switching providers and parallel use of other data processing services are not restricted by plan limitations.

13.2 The complete categories of transferable data and digital assets, as well as any permissible exceptions, are listed in the annex “Data export and switching providers” provided before conclusion of the contract. This annex also describes formats, interfaces, procedures and known technical limitations.

13.3 The customer may request a switch to another provider of the same type of service, a transfer to its own IT infrastructure or termination of the contract with subsequent deletion. By the end of the notice period at the latest, it states which measures are to be carried out and which information is required for the transfer.

13.4 The notice period for initiating the switch is no more than two months from receipt of the request. The switch is then carried out without undue delay, generally within a transition period of no more than 30 calendar days. An earlier start may be agreed.

13.5 If this transition period is technically unfeasible, the Provider informs the customer within 14 working days of the switching request, justifies the technical unfeasibility and specifies an alternative transition period of no more than seven months. The customer may extend the transition period once for its own purposes.

13.6 The Provider provides reasonable support for the switch and the relevant exit strategy, provides the necessary information and the legally required open interfaces including documentation, continues the contractual services during the transition and protects the data during its transfer. Known risks to business continuity are communicated. The parties cooperate in good faith.

13.7 Upon a successful switch, the affected contract ends when the switch is completed. If the customer instead requests termination with deletion, the contract ends at the latest upon expiry of the notice period. The Provider confirms the termination to the customer.

13.8 After the end of the transition period, the transferable data and digital assets remain available for retrieval for at least 30 calendar days. In the case of any other termination of the contract, the customer also generally receives a retrieval period of 30 calendar days, unless it expressly requests earlier deletion. This does not include continued productive use.

13.9 After the end of the retrieval period or an expressly agreed later deletion date, the Provider deletes the relevant customer data, including any existing copies. In the case of a switch of provider, this requires the switch to have been completed successfully. Data subject to statutory retention obligations is only stored further for this purpose and then deleted. Instructions under data protection law and mandatory deletion obligations remain unaffected.

13.10 The Provider does not charge separate switching fees. The agreed remuneration for the services provided up to the end of the contract remains owed. Advance payments for periods after the end of the contract are refunded pro rata. These Terms do not give rise to any claim to compensation for early termination of the contract; such compensation requires a separate, legally permissible agreement made transparently before conclusion of the contract.

13.11 Separately commissioned services that go beyond the statutory and contractual switching obligations may be remunerated additionally. Fulfilment of the switching obligations is not made dependent on commissioning such additional services.

14.1 The Provider is obliged to provide matflow in the agreed condition and to maintain it during the term of the contract. In the event of defects, the customer is entitled to the statutory rights insofar as these Terms do not contain effective deviating provisions.

14.2 The customer reports recognisable defects without undue delay and enables the Provider to carry out an appropriate investigation and remedy. The consequences of failing to report are governed by the statutory provisions.

14.3 A reasonable workaround may be provided as a temporary bridge. It only replaces a permanent fix if it restores the functionality owed in accordance with the contract.

14.4 Claims for price reduction, termination and other statutory remedies remain in place subject to their respective requirements. Clause 15 additionally applies to damages.

15.1 The Provider is liable without limitation for intent and gross negligence, for culpable injury to life, body or health, for fraudulent concealment of a defect and to the extent of any guarantee assumed. Liability under the German Product Liability Act and other mandatory statutory grounds of liability remain unaffected.

15.2 In the event of a slightly negligent breach of a material contractual obligation, the Provider is liable for the foreseeable damage typical of the contract at the time of conclusion. Material contractual obligations are those whose fulfilment makes the proper performance of the contract possible in the first place and on whose compliance the customer may regularly rely.

15.3 Otherwise, liability for damage caused by slight negligence is excluded. The cases in clause 15.1 remain unaffected.

15.4 These liability provisions also apply in favour of the Provider's legal representatives, employees and vicarious agents.

15.5 Statutory claims of data subjects under data protection law are not restricted by these Terms.

16.1 The Provider may temporarily restrict access insofar as this is necessary and proportionate to avert a specific, significant threat to the security of the service or other customers or to prevent significant unlawful or non-contractual use.

16.2 Suspension due to late payment requires payment arrears that are not merely insignificant as well as a prior reminder with a reasonable payment deadline and an express warning of suspension.

16.3 Unless immediate action is required, the Provider informs the customer in advance and gives it the opportunity to remedy the situation. Suspensions are limited to the extent necessary and lifted without undue delay once the reason no longer applies.

16.4 A suspension does not automatically lead to the deletion of customer data. Statutory rights to handover and switching are preserved; necessary security measures may affect the manner of provision.

17.1 The scope and duration of free trial access result from the respective trial agreement. Free trial access only becomes a contract subject to charges on the basis of an express paid order.

17.2 Functions separately marked as beta, preview or experimental are for testing purposes. The Provider informs about known material limitations. Such functions should not be used as the sole basis for business-critical decisions without additional review.

17.3 The discontinuation of an additionally provided preview function must not impair the agreed scope of services of a paid contract. Statutory provisions on defects and liability remain applicable.

18.1 Amendments to these Terms for existing contracts require an effective agreement. Publication of a new version on the website or mere continued use of matflow does not in itself constitute consent.

18.2 The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). Mandatory statutory provisions remain unaffected.

18.3 If the customer is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for disputes arising from this contract is the Provider's registered office. Mandatory statutory jurisdictions remain unaffected.

18.4 Should individual provisions of these Terms be or become invalid, the validity of the remainder of the contract and the replacement of invalid provisions are governed by the statutory provisions.