General Terms and ConditionsLast edited on 20 April 2020
- Scope of application
- These GTCs govern the relationship between ARGE Neue Medien der deutschen SHK-Industriee.V. (hereinafter referred to as “ARGE”) and the User for all contracts concluded on the use of the platform offered under the international industry portal www.masterdata.com (hereinafter referred to as “Platform”).
- The ARGE operates a Platform on the website www.masterdata.com where manufacturers can present their own profiles and products.
- Deviating general terms and conditions of the User shall not apply. They are also not applicable if the User sends them to the ARGE or refers to them in communication with the ARGE or elsewhere and the ARGE does not object to them.
The ARGE is an association of more than 100 renowned manufacturers from the HVAC industry and the leading B2B service provider in the sector. On behalf of the industry, the ARGE operates www.building-masterdata.com, the central Internet platform of the trade. Here HVAC professionals can find data, information, and documents related to the manufacturers’ products. In all areas of the portal, industrial enterprises have the possibility to proactively make information available to their market partners. The portal provides the registered user with a multitude of data for downloading. These include article master data, image data, and bathroom planning data made available by the manufacturers.
- Terms and definitions
Users are all visitors of www.building-masterdata.com, in particular wholesalers, craftsmen and other market players from the HVAC industry, seeking information and documents regarding the products of the HVAC manufacturers.
Manufacturers are those users of www.building-masterdata.comwho make information on their products available to their market partners on the platform. The offer of using the platform is limited to companies.
Dealers can register and view products and information from the manufacturers.
- Manufacturers and dealers assure to act as entrepreneurs in compliance with Section 14 BGB [Bürgerliches Gesetzbuch: German Civil Code].
- Conclusion of contract
The manufacturer has the possibility to create their own profile on the platform free of charge and to make data related to their products available to the users.
- The user has the possibility to create their own profile on the platform free of charge and to view the data made available by the manufacturers. With the free registration, a contractual relationship regarding the use (usage agreement) is established between the ARGE and the registered user. Users shall not be entitled to the execution of a usage agreement. Input errors may be corrected before submitting the registration by using the usual keypad-and mouse functions. By clicking on the button that completed the registration, the user submits a legally binding offer of contract. Once the user’s offer has been received by the ARGE, the contract shall be accepted by activating the user’s account. With the registration, the user acknowledges the GTC and the Data Protection Regulations of the ARGE. Upon receipt of the user’s binding registration request by the ARGE, the user shall receive an email that con-firms receipt of said registration request.
- The user must provide complete and accurate information as required on the registration form, insofar as these data are not marked as optional information. Under the personal name query, giving a nom de plume, pseudonym or other invented name is prohibited. Should the data obtained change after registration, the user shall be obliged to immediately update their profile accordingly or to otherwise transmit such data to the ARGE.
- The user has tokeep their password confidential and access to their account secure. The user shall be obliged to inform the ARGE immediately if there is evidence that an account has been misused by third parties.
- Copyright and right of use
- The exclusive copyright and right of use for any published objects created by the ARGE (Internet pages, scripts, programs, graphics) remains the property of the ARGE.
- The exclusive copyright and right of use for any published objects, documents, products, and uploaded images created by the manufacturers remains the property of the manufacturers.
- Upon conclusion of contract through the portal, the manufacturer shall be granted a simple right unrestricted in space to use the portal to the extent stipulated in the contract exclusively for own purposes for the duration of the contract. More extensive rights, in particular to reproduction beyond what is necessary for the usage contractually agreed upon, are not granted.
Presentation of the manufacturers’ offers, responsibility
- ARGE shall take care of the technical integration for presentation in the platform of the manufacturers’ products, documents, etc. ARGE shall make the technical implementation available to the manufacturer.
- The manufacturer has the possibility to present their product range in their account.
- ARGE only provides the manufacturer- and user data so that the user may gather information on the manufacturer’s offer. The ARGE does not assume liability for the correctness of the data entered by the manufacturer or for the reachability of the manufacturer by means of these data. ARGE only transmits the data. There is no review of the data.
- The manufacturer has to make sure that the contents submitted by them (presentation text, product descriptions, image material, etc.) are completely free from third-party rights, and that they are suitable for these usages from a legal point of view and may be made available.
- The manufacturer shall indemnify the ARGE from any claims, including claims for damages, made by third parties against the ARGE and arising from an infringement of said third parties’ rights in the form of the contents uploaded by the manufacturer to the ARGE portal. The manufacturer shall bear all reasonable costs incurred by the ARGE arising from the infringement of said third-party rights, including all reasonable legal costs incurred. Any more extensive rights and claims for damages made by the ARGE shall remain unaffected.
- The ARGE may check the presentation (any text entries and illustrations) or have it checked for admissibility at any time. Should the ARGE suspect that the presentation infringes the GTC, the business policy of the platform (in particular the stipulations of these GTC), legal regulations or any third-party rights, the ARGE may remove the presentation in question from the platform at any time, without stating a reason; this removal shall not entail any obligation for the ARGE.
- The ARGE has the right to technologically process, edit and adapt manufacturers’ offers and contents in such a way that they can also be displayed on mobile devices and in third-party software applications.
- The manufacturer shall be obliged to describe their offer in a truthful manner; they shall be liable for compliance with relevant information- and labelling obligations and possible required approvals regarding their offer.
- Insofar as legal declarations are made between Users within the Platform, the ARGE only provides the technical presentation or, if applicable, transmission. The User is responsible for the completeness, correctness and effectiveness of the content.
- The manufacturer/user declares that they conduct a commercial business or that they act as tradesmen in legal intercourse and/or that they are treated as such (e.g. freelancers). Evidence may be provided upon the ARGE’s request by stating the value added tax identification number. Private individuals are excluded from commerce on the platform in the role of manufacturer/user.
- Manufacturer/users may use the addresses, contact details and other personal data obtained by using the platform only for the purposes of contractual and precontractual communication and for the contractual purposes in question. Reselling these data or using them for the sending of advertising material is specifically forbidden, unless the manufacturer/user in question has explicitly agreed to this beforehand.
- The ARGE shall not accept any liability towards the manufacturer/user for damages to legally protected goods other than life, limb or health, unless such damages are due to wilful intent or gross negligence of the ARGE, one of its statutory representatives or one of its vicarious agents, or such behaviour constitutes an infringement of fundamental contractual obligations. Fundamental contractual obligations are obligations that need to be fulfilled for the contract to be executed properly and on the fulfilment of which the manufacturer/user may normally rely on. The aforementioned exclusions and limitations of liability shall not apply in the case of explicit guarantees assumed by the ARGE, in the event of claims arising from missing guaranteed characteristics, or insofar as claims under [German] product liability law are concerned.
- As regards the recovery of data, the ARGE shall only assume liability if the manufacturer/user has taken all necessary and reasonable data back-up and security precautions and has made sure that the data can be recovered at reasonable expense from data material kept in machine-readable form.
- In the browser (viewing software for Internet pages), the user/viewer has various individual settings at their disposal that may alter the presentation format of the pages. Also, the different browsers may interpret the source code differently which may lead to different display modes. Therefore, the ARGE shall not assume any guarantee or warranty for the entirely identical presentation of the HTML documents in all browsers.
- The ARGE endeavours to provide access to the service 24 hours a day, seven days a week. However, temporary service interruptions due to common maintenance work, Internet malfunctions at third-party providers or third-party network operators and in the event of force majeure may occur. Therefore, there is no claim to continuous and permanent accessibility of the platform. Availability is envisaged at 98.8%, based on the average availability during the operating period of each calendar month.
- The aforementioned exclusions of liability shall not apply insofar as claims under the Product Liability Act are affected, a defect has been fraudulently concealed or a quality guarantee has been assumed.
- Termination of the usage agreement
- The usage agreement may be terminated at any time by deactivating the membership account.
- The contractual parties’ right to termination for good cause without notice shall remain unaffected. A good cause exists if one contractual party grossly infringes the obligations explicitly stipulated in this agreement. The termination has to be submitted in writing
- The deletion of the account is carried out in full. An exception is the storage of the User's data if the User has committed gross violations of legal regulations, rights of third parties or these Terms and Conditions. This is solely for the purpose of preventing this User from being able to register again. An exception still exists in the case of a legal obligation to store data or legal storage for another purpose (e.g. consent given by the User).
The ARGE may take the following measures if there are indications that a User is violating legal
regulations, rights of third parties or these Terms and Conditions, or that the ARGE has any other
substantial legitimate interest, in particular to protect other Users from fraudulent activities:
- Deletion if contents,
- Cautioning Users,
- Restriction/limitation of use,
- Temporary suspension,
- Permanent blocking.
In particular, the following actions are prohibited:
-If defamatory, incorrect, insulting, obscene, indecent, sexually oriented, threatening, harassing or racist material and/or statements are distributed or any kind of pornography, texts or images are offered, made available or otherwise made accessible via the Platform;
-If the Platform is used to threaten, harass, insult or deceive others or to violate the rights (including personal rights) of others or the rights of third parties (trademarks, name rights, copyrights, data protection, personal rights, etc.) and existing youth protection legislation;
-If interventions in the technical design and maintenance of the use of the Platform occur. The scraping of data on the Platform for purposes other than those of the Platform is also prohibited.
-If advertising, in particular camouflaged advertising, is published.
The contractual parties commit to treat any trade- and business secrets obtained by them or their
agents in the course of contract negotiations or -fulfilment as strictly confidential. This
secrecy shall not apply to information, know-how and experiences that
- are demonstrably public knowledge without infringing this obligation to secrecy;
- the parties had demonstrably already been aware of before obtaining the information, know-how and experiences in question;
- have been obtained from a third party without obligation to secrecy; or
- have demonstrably been developed independently.
- The contractual parties commit to treat any trade- and business secrets obtained by them or their vicarious agents in the course of contract negotiations or -fulfilment as strictly confidential. This obligation to secrecy shall not apply to information, know-how and experiences that
- General information
- This agreement is subject to German law only. The contract language is German.
- The place of jurisdiction for this agreement is Paderborn.
- Should individual provisions of this contract be invalid or lose their effectiveness due to circumstances arising at a later date, the effectiveness of the contract shall remain otherwise unaffected.
- The ARGE is entitled to amend the General Terms and Conditions or other conditions. The User shall be notified of changes in writing or by email at least four weeks before such changes take effect. The amendments shall become effective if the User does not object in writing or by email within a period of four weeks after receipt of the notification of amendment and ARGE has pointed out this legal consequence to the User in the notification of amendment.