1. Scope and order of precedence
1.1 Cosmos Solutions GmbH operates the Websitew and the products and services offered there. These Terms apply to every use of our Websites, accounts and the Services, whether free or paid.
1.2 These Terms govern the contract where nothing else has been signed, and where you have signed an Order Form without an MSA. In that case the Order Form applies together with these Terms in the version valid when the Order Form was signed, and in case of conflict the Order Form prevails, then any data processing agreement, then these Terms.
1.3 Where you have signed an MSA with us, the MSA and the Order Forms concluded under it govern the contract in place of these Terms, unless the MSA provides otherwise.
1.4 We conclude contracts under these Terms with businesses, public bodies and professionals only, not with consumers. When you create an account, claim a listing, place an order or sign an Order Form, you confirm that you act in a professional capacity and, where you act for a company, that you are authorised to bind it.
1.5 Your own general terms do not apply, even if we do not expressly object to them.
2. Definitions
In these Terms, the following definitions apply:
Affiliate
has the meaning provided for in § 15 German Stock Corporation Act (Aktiengesetz);
Confidential Information
has the meaning provided for in Clause 8.1;
Content
means data, documents, images and other material that you or your Users enter, upload or publish through the Services;
Cosmos, we
means Cosmos Solutions GmbH, Brunnenstraße 19–21, 10119 Berlin, Germany;
Intellectual Property Rights
means any patent, copyright, trademark, trade name, service mark, brand name, logo, corporate name, internet domain name or industrial design, any registrations thereof and pending applications therefor, and any other intellectual property right, including any know-how, trade secret, software (including APIs), database or data right;
Master Services Agreement, MSA
means a master services agreement signed by you and us that sets out individually negotiated terms for the Services;
Minimum Commitment
has the meaning provided for in Clause 6.6;
Order Form
means an order form or other written agreement for specific Services signed by you and us;
Party, Parties
means you and Cosmos each or, respectively, together;
Personal Data
means, in accordance with Article 4(1) of the General Data Protection Regulation (GDPR), any information relating to an identified or identifiable natural person;
Representatives
has the meaning provided for in Clause 8.2;
Services
means the software, the websites, public company listings and related services we provide, as described on our website, in the Order Form or in our documentation;
Terms
means these General Terms and Conditions;
Users
means the persons who use the Services under your account or on your behalf, such as your employees, consultants and service providers;
Websites
means the websites operated by Cosmos under usecosmos.com, usecosmos.app and usecosmos.de, including their subdomains;
you
means the person or company using the Services or entering into a contract with us under these Terms.
3. Accounts
3.1 Some Services require an account. You must provide accurate information and keep it current, use a business email address, and keep your credentials and sign-in links confidential. You are responsible for all activity under your account.
3.2 A contract for a free Service is formed when you create an account or start using the Service. A contract for a paid Service is formed when we confirm your online order or when both parties sign an Order Form.
3.3 Where a user acts for a company, for example by claiming a listing or administering a customer workspace, the company is our contracting party and is responsible for its users.
3.4 We may suspend or restrict an account where we reasonably suspect misuse, a security risk or a breach of these Terms, or where it has been unused for an extended period. Where reasonable we will inform you beforehand and give you the opportunity to remedy the issue.
4. Services
4.1 We provide the Services as described at the time of ordering. We develop them continuously and may change, add or remove features, provided a paid Service keeps its essential functionality during the committed term. Free Services may be changed, limited or discontinued at any time.
4.2 We aim for high availability but do not guarantee uninterrupted access unless a service level is agreed in an Order Form. Maintenance, updates and events outside our control may cause interruptions.
4.3 Where agreed, we provide additional services such as implementation, integration or customisation under a separate service agreement, which prevails for those services.
4.4 The Services may contain open-source or third-party software subject to its own licence terms.
4.5 You are responsible for regular backups of Content you need beyond the export functions we provide.
4.6 Information we publish about companies, for example in our directory, is compiled from public sources, from the companies themselves and from user contributions. We do not warrant that it is complete, accurate or current; a “verified” mark reflects a check at a point in time.
4.7 You may use such information for your own business purposes. You may not scrape, bulk-download, systematically copy or redistribute it, and we may limit free access, for example by requiring sign-in.
4.8 You may claim or edit a company’s public listing only if you are authorised to represent that company. You are responsible for the accuracy and lawfulness of what you publish, including the rights to logos and images and the authority to publish personal data of contact persons. We may verify, refuse or revoke a claim, edit or remove any listing, and we handle justified correction and removal requests without undue delay.
5. Use rights, ownership and restrictions
5.1 We and our licensors own all rights in the Services, including the software, databases, designs and documentation. You receive a non-exclusive, non-transferable right to use the Services for your internal business purposes during the term, within the limits of these Terms and the Order Form.
5.2 You keep all rights in your Content. You grant us and our subcontractors the non-exclusive right to host, process, display and adapt your Content as necessary to provide the Services and, for Content you publish in a public listing, to publish it for as long as it remains published.
5.3 You may not use the Services unlawfully; upload Content that infringes rights of third parties, contains malware, or is unlawful, defamatory or otherwise objectionable; copy, modify, decompile or reverse-engineer the Services except as permitted by law; interfere with their security or operation; or access them by automated means other than through interfaces we provide for that purpose.
5.4 If we suspect misuse we may remove Content and restrict, suspend or block the affected use. Unless prohibited by law we will inform you without undue delay and, where reasonable, give you the opportunity to clarify and remedy the issue.
5.5 If you give us feedback or suggestions, we may use them without restriction or compensation.
6. Fees and payment
6.1 Fees for paid Services are stated in the Order Form or, for online orders, in the price shown at the time of ordering. Prices exclude VAT and other applicable taxes, which are added where due.
6.2 Unless agreed otherwise, subscriptions are billed in advance for the agreed period. Invoices are sent electronically and are payable within 14 days of the invoice date. Where you pay by card or another online payment method, payment is collected at ordering and at each renewal through our payment service provider, and you authorise us to charge the stored payment method for recurring fees.
6.3 Subscriptions renew automatically for successive periods of the same length unless either party cancels before the end of the current period. Cancellation takes effect at the end of the current period; fees already paid for that period are not refunded except where the law requires it.
6.4 If you are in default of payment, we may charge statutory default interest and, after a reminder with a reasonable notice period, suspend the affected Services until payment is received. Our right to terminate for cause remains unaffected.
6.5 We may change fees with at least 30 days’ notice, effective at the next renewal. If you do not accept a change, you may cancel the subscription with effect from the date the change would apply.
6.6 If an Order Form provides for a minimum annual usage or fee volume (“Minimum Commitment”) and it is not met in a contract year, you will pay the difference between the Minimum Commitment and the amount already invoiced.
6.7 Where withholding tax applies to your payments, you will increase them so that we receive the agreed amount.
7. Liability
Unless agreed otherwise in the Order Form, our liability is limited as follows.
7.1 We are liable without limitation for intent and gross negligence, for injury to life, body or health, under the German Product Liability Act, and to the extent of any guarantee we expressly gave.
7.2 For slight negligence we are liable only for the breach of essential contractual obligations, meaning obligations whose fulfilment makes the proper performance of the contract possible at all and on whose compliance you regularly rely. In that case our liability is limited to the typical and foreseeable damage. In all other cases we are not liable for slight negligence.
7.3 For Services provided free of charge we are liable, beyond 7.1, only for intent and gross negligence.
7.4 Where the Services qualify as a lease under German law, liability without fault for defects that existed when the contract was concluded (§ 536a(1), first alternative, German Civil Code) is excluded.
7.5 If we are liable for the loss of your Content, our liability is limited to the damage that would have occurred had you carried out regular backups.
7.6 These limitations also apply to our employees, contractors and other vicarious agents.
8. Confidentiality
8.1 Confidential Information means non-public information that is marked as confidential or that a reasonable person would understand to be confidential, including the existence and content of an Order Form. It does not include information that is or becomes public without breach of a confidentiality obligation, was already known to the recipient, was developed independently, or was lawfully received from a third party.
8.2 Each party will protect the other party’s Confidential Information with reasonable care, use it only for the purposes of the business relationship, and disclose it only to employees, Affiliates, contractors and advisers (“Representatives”) who need to know it and are bound by obligations at least as protective as these.
8.3 Each party remains responsible for its Representatives and must notify the other party promptly of any unauthorised use or disclosure.
8.4 These obligations continue for three years after the end of the contract.
9. Data protection
9.1 Where we process personal data for our own purposes, for example for accounts, public company listings, billing and support, our privacy policy applies.
9.2 Where we process personal data on your behalf as part of a Service, the parties will conclude a data processing agreement before such processing starts; it prevails over these Terms for that processing.
9.3 You are responsible for the lawfulness of personal data you enter into the Services or publish through them, including having a legal basis and informing the individuals concerned where required.
10. Subcontractors
We may use subcontractors to provide the Services and remain responsible for their performance under these Terms.
11. Term and termination
11.1 Paid Services run for the term agreed in the Order Form or, for online orders, the period selected at ordering, and renew as set out in 6.3.
11.2 Free Services and accounts may be ended by either party at any time: you by deleting your account, we by notice, where reasonable with a notice period.
11.3 Either party may terminate for cause without notice, in particular for a material breach not remedied within a reasonable period after a warning, or for non-payment despite a reminder.
11.4 On termination your access ends. On request made within 30 days after the end of a paid Service we make your Content available for export in a common format; afterwards we delete it in accordance with the data processing agreement or our retention rules. Company information you published may remain published.
12. Changes to these Terms and severability
12.1 We may change these Terms with effect for the future, for example to reflect new Services, legal requirements or changes in our business. We will inform account holders at least 30 days before changes take effect. If you do not object before that date, or continue to use the Services after it, the changed Terms apply; we will point this out in the notice. If you object, either party may end the affected Services with effect from the date the change would apply. For Order Forms, 1.2 applies.
12.2 Amendments to an Order Form must be made in writing, including by email; this also applies to waiving this requirement.
12.3 If a provision of these Terms is invalid, the rest remains in effect; the parties will replace the invalid provision with a valid one that comes closest to its economic purpose.
13. Governing law and jurisdiction
13.1 These Terms and any contract under them are governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods.
13.2 The exclusive place of jurisdiction for all disputes is Berlin, Germany, provided you are a merchant, a legal person under public law or a special fund under public law, or have no general place of jurisdiction in Germany.
13.3 We are neither obliged nor willing to take part in dispute resolution proceedings before a consumer arbitration board.
