Terms and Conditions

These General Terms and Conditions ("Terms") govern all contracts between Implisense GmbH (hereinafter "Implisense") and its customers for the provision of data services, analytics products, software-as-a-service offerings, and related services. Deviating terms and conditions of the customer shall not apply unless Implisense expressly agrees to them in writing.

Use of the Implisense Platform at app.implisense.com, including the interfaces at api.implisense.com and mcp.implisense.com, is governed by the terms published there (app.implisense.com/agb). These Terms apply to contracts concluded on the basis of an offer.

The specific scope of services is set out in the respective offer, service description, or product sheet. Implisense provides its services with due care based on data available at the time of delivery (commercial register, public sources).

Implisense provides no warranty for the completeness, timeliness, or accuracy of the data provided, as these are based on public third-party sources. Implisense does not provide legal or tax advice.

The prices stated in the offer or on the website apply, plus applicable VAT. Invoices are due within 14 days of the invoice date without deduction, unless otherwise agreed. For recurring subscriptions (API, SaaS products), billing occurs monthly or annually in advance.

In the event of late payment, Implisense is entitled to charge default interest at the statutory rate and to suspend access to digital products until outstanding invoices are settled.

For contracts with a term of more than twelve months, Implisense may adjust the agreed prices with three months' notice, effective at the end of the current term. In that case the customer may terminate the contract as of the same date, up until the adjustment takes effect.

Implisense grants the customer a simple, non-transferable right to use the delivered data, reports, and analyses for its own business purposes. Methods, algorithms, and software of Implisense remain exclusively the intellectual property of Implisense.

Results the customer produces from the delivered data — its own metrics, assessments, scores, and analyses — are the customer's own work product. They may be used internally and towards the customer's own clients, even where they build on data supplied by Implisense. Implisense claims no rights in them.

The customer may store delivered data in its own systems, to the extent required for its own use, for the traceability of its results, and for its retention obligations.

The following go beyond the right of use under paragraph 1 and require Implisense's prior written consent:

• passing on or reselling the data as such to third parties, in so far as this goes beyond individual items in an analysis addressed to a specific recipient;
• extracting or re-utilising a part of the Implisense database that is substantial in nature or extent, and the repeated and systematic extraction of insubstantial parts (§ 87b UrhG, German Copyright Act);
• building one's own or a third party's data holding that substantially reproduces the Implisense records in nature or extent;
• the training or fine-tuning of models on a body of data that comprises a part of the Implisense database substantial in nature or extent.

For uses that go beyond this scope, Implisense offers a separate written licence.

Affiliated companies of the customer within the meaning of § 15 AktG (German Stock Corporation Act) may share in the use of the delivered data only where the offer expressly provides for it. Absent such an agreement, the right of use is granted to the contracting party alone.

Implisense is liable without limitation for damages arising from injury to life, body, or health, and for damages based on intent or gross negligence.

In cases of ordinary negligence, Implisense is only liable for breach of a material contractual obligation (cardinal obligation) and only for the typically foreseeable damage. Liability in such cases is limited to the amount paid by the customer to Implisense in the 12 months preceding the damaging event, but not exceeding EUR 50,000.

Liability for damages arising from the use of provided data for business decisions is excluded to the extent permitted by law.

Each party shall treat as confidential all information of the other party obtained in the course of the cooperation that is marked as confidential or is confidential by its nature, and shall use it only for the purposes of this contract.

Excluded is information that is publicly known, was already known to the receiving party, was developed independently by it, or must be disclosed by law or by order of a public authority. In the latter case, the disclosing party shall inform the other party in advance where permitted.

This obligation survives the end of the contract by three years.

Where Implisense processes personal data on behalf of the customer — for instance when enriching lists supplied by the customer — the parties shall conclude a data processing agreement under Art. 28 GDPR before processing begins.

For analysis and advisory services, the customer shall cooperate to the extent required for performance, in particular by supplying data, contacts, and decisions in good time. Delays caused by a lack of cooperation extend agreed deadlines accordingly.

Results requiring acceptance are deemed accepted if the customer does not report defects in text form within 14 days of delivery. Immaterial defects do not entitle the customer to withhold acceptance.

Events of force majeure — in particular natural events, industrial action, measures by public authorities, and outages of upstream registers or networks — release the affected party from its obligation to perform for their duration. If such an event lasts longer than two months, either party may terminate the affected contract.

Implisense may name the customer, with name and logo, as a reference client. The customer may object at any time in text form, and Implisense will then remove the reference within a reasonable period.