matterius Terms and Conditions for Lawyers

(Version: 1st May 2023)

Subject of the Contract
Conditions and Restrictions of Use
Our Services
Your Obligations
Rights in Content
Remuneration
Term and Termination
Confidentiality
Claims in Case of Defects (Warranty)
Limitation of Liability
Indemnification
Changes to these Terms and Conditions
Final Provisions

1. Subject of the Contract

1.1 Parties and conclusion of contract. These terms and conditions regulate the legal relationship between us, matterius GmbH with its registered office in Munich/Germany, and you, if you register as a lawyer on our platform on matterius.com ("matterius").

1.2 Subject matter. matterius is an online platform to make the experience of business lawyers transparent, verifiable and findable. Lawyers can create a lawyer profile on matterius, describe and publish matters and optionally have them confirmed online by the client. Clients can leave comments during the confirmation process ("client feedback"). Lawyer profiles and matters are public and searchable on matterius.

1.3 Client relationships. Client relationships concerning legal services are only established between you and the client. We do not provide legal services and are not responsible for them.

2. Conditions and Restrictions of Use

2.1 Lawyer. You must be a licensed lawyer under the law of the country you specify as the jurisdiction in your lawyer profile and must use matterius in that capacity.

2.2 No legal services for consumers. You may only present, offer and advertise legal services to businesses in matters and on your lawyer profile on matterius, not to consumers. Business means natural and legal persons who act in the exercise of their commercial or independent professional activity.

3. Our Services

3.1 Availability. We will take reasonable and appropriate measures to provide matterius with an annual availability of 95%.

3.2 Profile Service. If you use our profile service, we will create your lawyer profile and matters on matterius for you based on publicly available information (e.g. law firm website, press releases, lawyer directories, social media profiles). Any restrictions on the use of content (e.g. profile photos or law firm logo) must be notified to us in advance. You will receive the credentials for the profile we have created and which has not yet been published. You undertake to review the content of the profile and, if necessary, to correct it by yourself. The profile will be published automatically three weeks after we have provided you with the credentials. For the use of matterius the present terms and conditions apply. The contract is entered into when we accept the order to create your profile.

3.3 Other services. We will assist you at our discretion in maintaining your matter list on matterius, e.g. by providing reminders and information. However, we do not owe any set-up, instruction, advice and training unless this has been separately agreed and is separately remunerated.

3.4 Further development. We may further develop matterius and thereby add, change or discontinue individual functions. If the further development would not only insignificantly disturb the contractual balance between you and us to your disadvantage, the change will not be made.

4. Your Obligations

4.1 Lawful Use. The matters you post on matterius, your lawyer profile and other content (collectively, "Your Content") and your use of matterius shall not violate any applicable laws, third party rights, these terms and conditions or any contractual agreements, including, without limitation, any professional rules, attorney-client privilege, competition law, copyright law, data protection law, trade secret provisions or contractual confidentiality agreements. If Client Feedback violates this clause 4.1. you must delete the corresponding matter on matterius or unpublish it.

4.2 Accuracy of Content. Your Content must be accurate and must not be misleading. You must adhere to the tooltip information provided on matterius for the individual input fields. If Your Content is outdated (e.g. change of law firm), you are obliged to update it.

4.3 Backup Copies. It is your responsibility to keep copies of Your Content and to make regular backups. In the event of data loss, our liability is limited to the amount of damages that would have occurred if you had properly backed up your data on a regular basis.

5. Rights in Content

5.1 Grant of Right of Use. You hereby grant us the non-exclusive, free, irrevocable, worldwide, transferable and sub-licensable right to publish and use Your Content electronically or in print, in particular on the Internet at matterius.com.

5.2 Scope of the Right of Use. The right granted includes the right to make your content publicly available, to reproduce it, to distribute it, to edit it appropriately within the limits of moral rights, to analyze and to evaluate it (e.g. according to frequently advised industries or aggregated at law firm level). We may place advertisements with Your Content, except on your lawyer profile if you have a premium membership. We may also add automated text to increase the findability of matters or lawyer profiles, provided that it is clear that the addition is made by us. You can deactivate these additions in your user account at any time.

5.3 Deletion and Blocking. We reserve the right to block Your Content temporarily or permanently or, if ultimately necessary, to delete it if we have reasonable suspicion that it violates these terms and conditions.

6. Remuneration

We provide you matterius free of charge in the basic membership. If you want a premium membership, you need a voucher code for this. You can purchase this from a third party or from us. If you purchase the Voucher Code from a third party, we will remain your sole contractual partner for the provision of matterius. You can choose between a monthly and annual billing period. The payment is due upfront in each case. Invoices will be issued electronically. In case of late payment, we reserve the right to block your user account.

7. Term and Termination

7.1 Term. The contract comes into effect when you submit the online form to register as a lawyer and are logged into your user account. The contract is concluded for an indefinite term.

7.2 Term and Termination for Basic Membership. In the case of a basic membership (including Premium Membership with a Voucher Code received free of charge), the following applies: The contract can be terminated by you and us at any time.

7.3 Term and cancellation for Premium Membership. In the case of a Premium Membership - provided that the Voucher Code was purchased - the following applies: The Premium Membership begins upon entry of a Valid Voucher code and has a monthly or annual term ("Basic Term"), depending on the billing period ordered. The term of the Premium Membership automatically renes by the respective billing period ("Renewal Term", i.e. one month or one year), unless it has been duly terminated by you or us with a notice period of one week. If the Premium Membership ends, the contract will continue as a free Basic Membership, unless the membership as a whole has been expressly terminated.

Termination for Cause. The right to terminate for cause remains unaffected. We may also terminate the contract if we cease to provide the service of matterius at all.

8. Confidentiality

8.1 Confidentiality Obligation. We undertake to use the following data only for the purposes of this Agreement and to keep it secret, i.e. not to disclose it to third parties, during the term of this Agreement and for an unlimited period thereafter: (a) your non-public information on matters (e.g., unpublished matters / drafts, internal notes), and (b) the contact information of your clients' contacts who confirm a matter through matterius (i.e., name, company, position, email address), unless the contact has consented to the disclosure ("Confidential Information").

8.2 Derogations. The obligations under Section 6.1 shall not apply to the extent that we can demonstrate that the Confidential Information must be disclosed in accordance with statutory or administrative provisions or on the basis of a court decision, if we notify you of this requirement - to the extent permissible - without undue delay and the scope of the disclosure is limited as far as possible.

8.4 Third Parties. No third parties within the meaning above are lawyers and auditors engaged by us and supervisory or financial authorities as well as other persons who are obliged by law to maintain secrecy. Our subcontractors, in particular our IT service providers, are also not third parties; we will oblige them to maintain confidentiality accordingly.

9. Claims in Case of Defects (Warranty)

9.1 Statute of limitations. Claims for defects shall become statute-barred within twelve months. This shall not apply in the case of claims for defects to the extent that our liability is mandatory by law (e.g. in the case of fraudulent intent, see section 10.1. sentence 2).

9.2 Services Free of Charge. Insofar as we provide you with services free of charge (e.g. Basic Membership), the provisions on lending shall apply, i.e. in particular our liability for defects shall be limited to fraudulent intent pursuant to Section 600 of the German Civil Code, liability pursuant to Section 599 of the German Civil Code shall be limited to intent and gross negligence, and the shortened limitation period of six months pursuant to Section 606 of the German Civil Code shall apply.

10. Limitation of Liability

10.1 Exclusion in Certain Cases. We are liable for damages to the extent these

a) were caused intentionally or by gross negligence on our part, or

b) are caused by slight negligence on our part and are attributable to material breaches of duty which jeopardize the achievement of the purpose of this contract, or to the breach of duties the fulfillment of which is a prerequisite for the proper performance of this contract and on the fulfillment of which you may rely.

In all other respects, our liability is excluded, irrespective of the legal grounds, unless we are liable under mandatory law, in particular for injury to life, body or health of a person, assumption of an express guarantee, fraudulent concealment of a defect or under the Product Liability Act.

10.2 Limitation of the Amount. In the case of para. 10.1. sentence 1 letter b), our liability shall be limited to the damage typically foreseeable for a contract of this type. This amounts to a maximum of 1,000 euros per case of damage.

10.3 Services Free of Charge. Our liability is limited in deviation from clauses 10.1. and 10.2. to intent and gross negligence for damages caused in the context of a provision of our services free of charge (e.g. Basic Membership or free Premium Membership).

10.4 Our Employees and Agents. The limitations of liability in clauses 10.1. to 10.3. shall also apply to claims against our employees and agents.

11. Indemnification

If third parties (e.g. lawyers, clients, public authorities) assert claims or legal infringements against us based on the allegation that Your Content or use of matterius violates these Terms and Conditions, laws (including professional regulations) or the rights of third parties, the following shall apply: You shall immediately indemnify us against such claims, provide us with reasonable assistance in defending such claims, and hold us harmless from the costs of defending such claims. A prerequisite for your obligation to indemnify us is that we inform you immediately in writing of any claims asserted, do not make any acknowledgements or equivalent declarations and enable you to conduct all judicial and extra-judicial negotiations regarding the claims at your expense - to the extent possible.

12. Changes to these Terms and Conditions

We are entitled to change these Terms and Conditions. We will inform you about the planned change and the content of the new Terms and Conditions at least six weeks before it takes effect. The changes shall be deemed to have been approved if you do not object to it within six weeks of receipt of this information. We will point out this effect of silence to you in the amendment information. If you object to the change, the contract shall continue to exist under the old conditions.

13. Final Provisions

13.1 Obligations in Electronic Business Transactions. Section 312i para. 1 nr. 1, 2 and 3 of the German Civil Code and Section 312i para 1 sentence 2 of the German Civil Code, which provide for certain obligations of businesses in contracts in electronic commerce, are hereby waived.

13.2. No Deviating Provisions. The applicability of deviating terms or provisions that go beyond these Terms and Conditions is excluded.

13.3 Declarations and Notifications. We are entitled to send all declarations and notifications relating to the contractual relationship to the e-mail address you have specified in the user account. You will check them regularly.

13.4 Set-off. You may only set off claims other than your contractual counterclaims arising from the legal transaction concerned in each case or assert a right of retention if this claim is undisputed by us or has been finally determined by a court of law.

13.5 Electronic Form. Amendments to this contract and declarations under this contract must be made in text form (e.g. e-mail). This also applies to the waiver of the text form requirement.

13.6 Place of Performance and Applicable Law. Place of performance is at our registered office. This contract and all disputes arising out of or in connection with it (under contract and tort) shall be governed exclusively by German law, excluding the UN Convention on Contracts for the International Sale of Goods.

13.7 Severability. Should individual provisions of this contract be or become invalid, this shall not affect the validity of the remaining provisions.