Terms & Conditions

§ 1 Scope and Contracting Parties

(1) These General Terms and Conditions (hereinafter "T&C") apply to all contracts for the use of the software-as-a-service platform "KMUPIM" operated by Steinbui UG (haftungsbeschränkt), Dr.-Christian-Seidl-Weg 4, 85435 Erding, Germany (hereinafter "KMUPIM", "we" or "us"), accessible at www.kmupim.com and app.kmupim.com, as well as all associated services.

(2) Contractual partners and users of the platform are exclusively entrepreneurs within the meaning of § 14 BGB, legal entities under public law or public-law special funds (hereinafter "Customer"). The platform is not aimed at consumers within the meaning of § 13 BGB.

(3) Conflicting or supplementary general terms and conditions of the Customer shall not become part of the contract, unless we expressly consent to their application in text form.

(4) The currently applicable version of these T&C is available at www.kmupim.com/terms/.

§ 2 Subject Matter of Services

(1) KMUPIM provides the Customer with the SaaS platform for managing product information (PIM), digital assets and product releases as well as related workflows for online use. The specific service description is set out in the respective current product description at www.kmupim.com/funktionen/ and the tariff booked by the Customer (see www.kmupim.com/preise/).

(2) KMUPIM is a "Shopify-native" application: a connection to Shopify stores can be established via access credentials provided by the Customer. The provision of services by Shopify Inc. / Shopify International Ltd. is not the subject of this contract.

(3) Optional AI features are provided on a "Bring Your Own Key" basis: the Customer provides its own API keys to third-party providers (e.g. Mistral AI, OpenRouter, Runware). Additional costs may be incurred vis-à-vis the respective AI provider, which shall be borne by the Customer.

(4) Updates and further development: KMUPIM is entitled to further develop the platform and its functions, to add, change or remove functions, provided that the essential functionalities contractually owed to the Customer are not materially impaired. Material functional changes will be announced with a notice period of at least 30 days.

(5) Beta or preview functions: Insofar as functions are expressly marked as "Beta", "Preview" or "Experimental", they are provided without guarantee of availability or error-freeness and may be discontinued at any time.

§ 3 Contract Conclusion and Registration

(1) The presentation of the tariffs on our website does not constitute a binding offer, but rather an invitation to submit an offer.

(2) The contract is concluded when the Customer registers, selects a tariff and completes the ordering process; we accept the offer by activating the account or by a corresponding confirmation in text form.

(3) The Customer warrants that the data provided during registration is correct and complete and undertakes to keep it up-to-date at all times.

(4) The creation and use of an account is limited to persons authorized to represent the Customer. The Customer is responsible for all actions through its account, including those of its employees and other authorized users.

(5) Double opt-in: After submitting the registration, we send a confirmation message with a confirmation link to the specified e-mail address. The account is activated only by clicking on this link. This procedure serves the security of the Customer and the proof of effective registration.

(6) Inactive accounts: KMUPIM is entitled to deactivate or delete user accounts that have been neither used for login nor for using the platform for a period of more than twelve months, after prior notification in text form with a notice period of 30 days. Active paid subscriptions remain unaffected.

(7) Storage of the contract text: KMUPIM stores the contract text (these T&C and the specific order data). The currently applicable version of the T&C is available on the website; order data and invoices can be viewed or downloaded by the Customer in his account.

§ 4 Trial Period

(1) Insofar as we offer a free trial period, it is limited to the stated duration (e.g. 14 days) and the stated scope of functions.

(2) During the trial period, there is no entitlement to specific service levels or support. We may terminate the trial period at any time if there is abusive use.

(3) If the trial period does not convert into a paid subscription, the account will be transferred to a read-only status and deleted together with all data after 30 days, unless the Customer communicates a different request in text form.

§ 5 Remuneration, Payment Terms, Taxes

(1) The amount of remuneration is based on the tariff selected by the Customer and the current price list. All prices are – unless expressly marked otherwise – net prices plus statutory value added tax.

(2) The remuneration is due – depending on the chosen billing period – monthly or annually in advance.

(3) Payment processing is carried out via the payment service provider Mollie B.V., Keizersgracht 126, 1015 CW Amsterdam, Netherlands, or another payment service provider designated by KMUPIM. The terms of use of the respective payment service provider apply supplementarily.

(4) In the event of payment default, KMUPIM is entitled to temporarily block access to the platform after prior reminder with a reasonable deadline (at least 14 days); the Customer's payment obligations remain unaffected. KMUPIM is entitled to charge default interest at a rate of nine percentage points above the respective base rate (§ 288 para. 2 BGB) as well as a flat-rate default compensation of EUR 40 (§ 288 para. 5 BGB). The assertion of further default damages remains reserved.

(5) Invoices are provided in electronic form (PDF); the Customer agrees to electronic delivery.

(6) Price changes will be communicated to the Customer in text form at least 60 days before they take effect. The Customer has the right to extraordinarily terminate the contract before the price change becomes effective; if he does not object and continues to use the platform, the changed remuneration is deemed accepted. This will be expressly pointed out in the change notification.

§ 6 Customer Obligations

(1) The Customer undertakes to use the platform exclusively within the framework of applicable law and with due regard for the rights of third parties. In particular, he may not:

• upload or distribute illegal, immoral or content that infringes the rights of third parties;
• upload malware, malicious code or similar content;
• overload the platform, impair its availability or use it for purposes that are suitable to endanger the stability of the services (e.g. excessive scraping, mass API calls outside the agreed limits);
• circumvent or attempt to circumvent security mechanisms;
• assert rights to the platform other than within the scope of intended use.

(2) The Customer is responsible for the proper management of his access credentials. He is obliged to keep access credentials confidential and to report any suspicion of misuse to us immediately at info@kmupim.com.

(3) The Customer is solely responsible for the legality of the content and data uploaded by him into the platform. He warrants that he has the necessary rights and authorizations for the processing of the uploaded data (in particular for the processing of personal data – see § 9 and the DPA).

(4) Insofar as the Customer connects third-party systems to the platform (e.g. Shopify, AI providers), he is responsible for the legality of the data transfer to these third-party systems as well as compliance with the respective conditions of the third-party providers.

(5) The Customer must regularly back up his data stored in the platform at his own responsibility (export functions). KMUPIM creates its own backups exclusively for the purpose of operational recoverability (see TOM); the Customer cannot derive any individual data recourse from this.

(6) Prohibition of special categories of personal data: The storage or processing of special categories of personal data within the meaning of Art. 9 GDPR (in particular health, genetic and biometric data, data concerning racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, sex life or sexual orientation) as well as data pursuant to Art. 10 GDPR (criminal convictions and offences) in the platform is not permitted. The Customer may upload such data only after prior express consent of KMUPIM in text form and after concluding supplementary contractual protective measures. The platform is not designed for the processing of such data.

(7) Substantive responsibility of the Customer: KMUPIM provides solely the technical platform for managing product information, media and releases. The Customer is solely responsible for the accuracy, completeness, legality and regulatory compliance of the content uploaded into the platform and transmitted to connected third-party systems (e.g. Shopify). This includes in particular:

• compliance with product and market-specific regulations, such as Regulation (EU) 2023/988 (GPSR), CE marking obligations, sectoral requirements (e.g. textile labeling, electrical appliances, food, cosmetics, toys) and consumer information obligations;
• the provision, updating and labeling of price, delivery, tax and shipping information as well as the correct VAT treatment in the linked store;
• the authorization to use all uploaded images, videos, texts, brands and other content (copyright, trademark, personality and other proprietary rights);
• the fulfillment of its own information and labeling obligations towards end customers in the store.

KMUPIM does not perform any content review of the data provided by the Customer and assumes no warranty in this respect.

§ 7 Availability, Maintenance, Support

(1) KMUPIM endeavors to achieve the highest possible availability of the platform. Specific availability is not guaranteed – unless expressly regulated in a separate Service Level Agreement (SLA).

(2) KMUPIM may carry out maintenance and servicing work that leads to temporary impairment of the platform. Planned maintenance windows are – insofar as possible – scheduled outside normal business hours and announced with reasonable advance notice.

(3) Support is offered by e-mail to info@kmupim.com during normal business hours (Mon–Fri, 09:00–17:00 CET, excluding public holidays in Bavaria). Response times and individual service levels can be agreed in a separate SLA.

§ 8 Grant of Rights

8.1 Customer Rights to the Platform

KMUPIM grants the Customer for the contract duration a non-exclusive, non-transferable and non-sublicensable right to use the platform to the agreed extent via the Internet. Any use beyond this (in particular reproduction, modification, reverse engineering, resale) is only permitted to the extent permitted by mandatory law.

8.2 Rights to Customer Content

The Customer retains all rights to the content uploaded by him into the platform ("Customer Content"). The Customer grants KMUPIM a temporally, spatially and content-wise limited to the contract purpose, simple, non-exclusive and royalty-free right to store, process, convert the Customer Content into other data formats, transmit it to connected third-party systems and provide it in any form necessary for the provision of the contractually owed services.

8.3 Aggregated / Anonymized Data

KMUPIM may use aggregated and/or anonymized data generated in the course of using the platform for the improvement of its own services as well as for statistical purposes, provided that tracing back to the Customer or individual persons is not possible.

8.4 No Training of AI Models with Customer Content

KMUPIM does not use Customer Content for training its own or third-party AI models.

8.5 Affiliated Companies

The use of the platform by companies affiliated with the Customer within the meaning of §§ 15 ff. AktG is only permitted insofar as this is expressly provided for in the booked tariff (e.g. by creating additional accounts or users) or separately agreed in text form between the parties. In this case, these T&C also apply to the use by the affiliated company; the Customer is responsible for compliance by the affiliated company as for its own conduct.

§ 9 Data Protection and Data Processing

(1) KMUPIM and the Customer agree that KMUPIM is a processor within the meaning of Art. 28 GDPR when processing personal data that the Customer uploads into the platform.

(2) The details of the data processing are regulated in the separate Data Processing Agreement (DPA), which is deemed concluded between the parties upon conclusion of the main contract. The currently applicable version is available at www.kmupim.com/avv/.

(3) Otherwise, the currently applicable privacy policy applies (www.kmupim.com/privacy/).

(4) The Customer ensures that he has the necessary legal basis for the transfer of personal data to KMUPIM and has fulfilled his information obligations towards the data subjects.

§ 10 Confidentiality

The parties undertake to treat all confidential information obtained in the course of the business relationship as confidential and not to disclose it to third parties or use it for purposes other than the fulfillment of the contract. The confidentiality obligation applies for the duration of the contract and continues for three years after the end of the contract. Excepted are information that is demonstrably generally known, lawfully obtained from a third party or independently developed, as well as disclosures for which a legal or official obligation exists.

§ 11 Warranty

(1) KMUPIM warrants a substantially contractually compliant condition of the platform for the duration of the contract. Insofar as a defective service exists, KMUPIM provides subsequent performance by eliminating the defect or by providing a defect-free new service.

(2) In the event of a not only insignificant defect, the Customer may reduce the remuneration after a reasonable subsequent performance period has failed.

(3) Defects must be reported immediately after discovery in text form and described in a comprehensible manner.

(4) Strict liability pursuant to § 536a para. 1 BGB for initial defects is excluded.

§ 12 Liability

(1) KMUPIM is unlimitedly liable for damages resulting from injury to life, body or health caused by a negligent or intentional breach of duty, as well as for other damages resulting from an intentional or grossly negligent breach of duty.

(2) In the case of ordinary negligence, KMUPIM is only liable for the breach of a material contractual obligation (cardinal obligation). Liability in this case is limited to the contract-typical, foreseeable damage.

(3) Otherwise, liability – including for indirect damages, lost profits or consequential damages – is excluded unless mandatory statutory liability exists (in particular under the Product Liability Act, in the event of an express guarantee or fraud).

(4) KMUPIM's liability is – except in the cases of paragraph 1 as well as mandatory liability – limited in total to the amount of the net remuneration actually paid by the Customer to KMUPIM in the last twelve months prior to the occurrence of the damage.

(5) KMUPIM is not liable for damages arising from the processing of data in third-party systems configured by the Customer (e.g. Shopify, AI providers via BYOK) or from the breach of the Customer's obligations pursuant to § 6.

(6) Data protection liability pursuant to Art. 82 GDPR remains unaffected; in the internal relationship, the provisions of the DPA apply.

(7) Liability for data loss: For the loss of data, KMUPIM is only liable – except in the cases of paragraph (1) and mandatory liability – for the effort that would have been necessary for data recovery with proper, regular data backup by the Customer pursuant to § 6 para. 5.

(8) Indemnification by the Customer: If the Customer infringes the rights of third parties (e.g. copyright, trademark, personality or data protection rights) or statutory provisions through content uploaded by him or through the use of the platform, the Customer shall indemnify KMUPIM upon first demand from all claims of third parties arising therefrom as well as the costs necessary for appropriate legal defense (including attorney's fees at the statutory rate). KMUPIM will inform the Customer about such claims immediately and – insofar as permissible – enable him to conduct the defense.

§ 13 Term and Termination

(1) The contract is concluded – unless otherwise agreed – for the initial term stated in the tariff (e.g. one month or one year) and is automatically renewed by the respective chosen billing period, unless terminated by either party with a notice period of one month to the end of the respective current contract period in text form.

(2) The right to extraordinary termination for good cause remains unaffected. A good cause exists for KMUPIM in particular if the Customer persistently violates essential obligations of these T&C and does not remedy the situation after a warning with a reasonable deadline.

(3) Terminations must be declared in text form (info@kmupim.com or via the account administration).

(4) In the event of ordinary termination, the account will be deactivated at the end of the contract period; the Customer will have access until then to export his data. Retention beyond this is carried out in accordance with the provisions of the DPA and the privacy policy.

§ 14 Force Majeure

KMUPIM is not liable for non-performance or poor performance due to force majeure as well as for comparable, unavoidable and unforeseeable events (e.g. strike, lockout, official orders, large-scale disruptions of internet infrastructure or third-party services, pandemics). During such an event, the obligations to perform and pay for the affected services are suspended; the parties will inform each other immediately.

§ 15 Reference Naming

KMUPIM is entitled to name the Customer with name and logo as a reference customer on its own website and in marketing materials. The Customer may object to this naming at any time in text form; upon receipt of the objection, KMUPIM will remove the naming within a reasonable period.

§ 16 Changes to These T&C

(1) KMUPIM is entitled to change these T&C insofar as this becomes necessary for a compelling reason (e.g. due to changes in legislation, supreme court rulings, introduction of new functions or improvement of the service description) and no unreasonable disadvantages arise for the Customer.

(2) Changed T&C will be communicated to the Customer at least 60 days before they take effect in text form. If the Customer does not object to the change within this period, the changed T&C are deemed accepted. The Customer will be expressly informed of this right to object and the consequences in the change notification.

(3) If the Customer objects in good time, both parties are entitled to extraordinarily terminate the contract with effect from the time the changes take effect.

§ 17 Final Provisions

(1) The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods.

(2) The exclusive place of jurisdiction for all disputes arising from or in connection with this contract is – insofar as legally permissible – the registered office of KMUPIM. KMUPIM is also entitled to sue at the Customer's registered office.

(3) Should individual provisions of these T&C be or become invalid in whole or in part, the validity of the remaining provisions shall remain unaffected. The invalid provision shall be replaced by a valid regulation that comes closest to the economic purpose pursued with it.

(4) Side agreements, changes and supplements to this contract require text form to be effective. This also applies to the revocation of this written form requirement.

(5) The transfer of individual rights or obligations of the Customer from this contract requires the prior consent of KMUPIM in text form. KMUPIM is entitled to transfer the contract or individual rights and obligations to a legal successor; in this case, the Customer has a special right of termination effective upon the transfer taking effect.

(6) Set-off and retention: The Customer may only set off claims that are undisputed or have been finally determined by a court. A right of retention exists for the Customer only insofar as his counterclaim is based on the same contractual relationship.