Terms
General Terms and Conditions of Mable GmbH
§ 1 Validity, amendment of the terms and conditions
Mable GmbH, Bahnhofplatz 12, 76137 Karlsruhe (hereinafter: "Contractor", "we" or "Party") provides its services exclusively on the basis of these General Terms and Conditions (hereinafter: GTC), the Data Processing Agreement (hereinafter: DPA), [hereinafter all together: Contractual Terms].
The contractual terms and conditions apply to all our business relationships with our contractual partners (hereinafter referred to as "Client" or "Party") who have accepted the GTC by placing an order or making another contractual declaration, even if they are not expressly agreed again. They shall only apply if the Client is an entrepreneur (Section 14 of the German Civil Code (BGB)), a legal entity under public law or a special fund under public law. We shall only recognize provisions of the client that contradict or deviate from our contractual terms and conditions if we expressly agree to their validity.
Unless otherwise agreed, the contractual terms and conditions in the version valid at the time of conclusion of the contract or in any case in the version last communicated in text form shall also apply as a framework agreement for similar future contracts without us having to refer to them again in each individual case.
Individual agreements made with the client in individual cases (including collateral agreements, supplements and amendments) shall in any case take precedence over these contractual terms and conditions.
Legally relevant declarations and notifications by the Client in relation to the contractual terms and conditions (e.g. setting of deadlines, notification of defects, assertion of warranty rights) must be made in writing. Written form within the meaning of these contractual terms and conditions includes written and text form (e.g. letter, e-mail, fax). Statutory formal requirements and further evidence, in particular in the event of doubts about the legitimacy of the declaring party, shall remain unaffected.
§ 2 Performance obligations of the Contractor
The object of the contract is the granting of the use of the Mable software (hereinafter "Mable" or "Software") via the Internet for a fee and for a limited period of time for the duration of the contract.
Mable is a SaaS solution that enables the tracking of user behavior on websites and the targeted processing and forwarding of tracking data to third parties.
Mable makes it possible for the client,
to record the behavior of visitors to the client's websites in a structured and complete manner (visitor behavior includes, among other things, data on where visitors come from, which areas of a website are visited, how often and for how long which subpages and categories are viewed, which specific actions the visitor takes, such as subscribing to the newsletter or placing a product in the shopping cart, as well as data on the visitor's devices and browsers);
to process data, generate statistics from it and display them to the website operator.
to forward the data collected in this way (in selected and/or processed form) to recipients freely determined by the client.
Tracking data is collected as first-party data in the front-end and back-end of the website.
Mable is integrated by incorporating the separately transmitted code in accordance with the integration instructions, which are also transmitted separately. The client is solely responsible for correct integration.
The software, the computing power required for use and the required storage and data processing space as well as the required interfaces shall be made available for use by the Contractor in the respectively agreed version at the router exit of the data center or data centers in which the server or servers are operated (transfer point).
The establishment and maintenance of the data connection between the client's IT systems and the described transfer point is not owed.
The Contractor may, without being obliged to do so, update or further develop the software at any time and, in particular, adapt it due to changes in the legal situation, technical developments or to improve IT security. In doing so, the Contractor shall take appropriate account of the legitimate interests of the Client and inform the Client in good time of any necessary updates.
The Contractor is not responsible for customization to the Client's individual needs or IT environment.
The Contractor shall regularly maintain the software and inform the Client of any associated restrictions in good time. Maintenance shall be carried out regularly outside the Client's normal business hours, unless maintenance must be carried out at a different time for compelling reasons. (11)Insofar as the Contractor provides additional services free of charge, the Client shall have no claim to their provision. The Contractor shall be authorized to discontinue or change such services previously provided free of charge within a period of 24 hours or to offer them only for a fee. In this case, the Contractor shall inform the Client immediately.
§ 3 Support, service levels; troubleshooting
The Contractor has set up a support service for the Client's inquiries about Mable functions. Inquiries can be made by e-mail. Inquiries are generally processed in the order in which they are received.
The Contractor guarantees that the software will be available at the transfer point for at least 98% of the month. The transfer point is the router output of the Contractor's data center.
Availability is deemed to be the ability of the client to use all main functions of the software. Maintenance times as well as times of malfunction with adherence to the rectification time shall be considered times of availability of the software. Times of insignificant malfunctions shall not be taken into account when calculating availability. The Contractor's measuring instruments in the data center shall be decisive for the proof of availability.
When determining availability, such downtimes are not taken into account that
the Contractor is not responsible for, in particular impairments that are based on failures and/or malfunctions of technical systems and/or network components outside the Contractor's area of responsibility; in particular
Failures caused by incoming IT attacks. This does not apply if the contractor is obliged to use virus protection programs and these were not state of the art at the time of the IT attack;
Failures caused by improper use of software or hardware on the part of the client;
maintenance work agreed with the Client or unforeseen maintenance work for which the Contractor is not responsible.
The client must report faults immediately using the contact details provided at https://de.mable.ai/legal-notice. Fault reporting and rectification is guaranteed Monday to Friday (excluding national holidays) between 8:00 a.m. and 6:00 p.m. (service hours).
The Contractor shall remedy any disruptions to the availability of Mable that occur during the term of this contract in accordance with the following provisions.
Any faults detected in the availability of Mable shall be assigned to the following fault classes by the Contractor at its reasonable discretion, taking into account the interests of the Client:
Fault class 1 - "Fault preventing operation":
Fault class 2 - "Operation-impeding fault":
A defect that hinders operation also exists if several minor defects together lead to a not insignificant restriction of the use of a contractual service.
The Contractor shall rectify the fault within the following processing times ("rectification period"):
In the event of a class 1 fault: Within six hours of receiving the message;
In the event of a class 2 fault: Within 24 hours of receiving the message;
The elimination of insignificant faults is at the discretion of the contractor.
The manner in which the fault is rectified shall be at the discretion of the Contractor. Should the Contractor determine that the fault cannot be successfully rectified within the rectification period, it must immediately inform the Client of the additional time required to rectify the fault.
The Contractor shall provide the support services within its normal business hours (Monday to Friday from 9.00 a.m. to 6.00 p.m.). Public holidays are excluded. The applicable response and rectification periods shall not begin to run outside service hours.
If faults of error classes 1 and 2 cannot be rectified within the rectification period specified in paragraph 8, the Contractor shall provide the Client with a workaround until the fault has been completely rectified, provided this is technically possible.
The Contractor shall perform the support services by way of remote maintenance or remote diagnosis, provided that this is not disadvantageous for the Client and, in particular, does not exceed the time frame for the provision of the corresponding support services on site, there are no risks to IT security and the technical requirements are met at the Client's premises.
§ 4 Obligations of the client
The Client shall support the Contractor to a reasonable extent in the fulfillment of its contractually owed performance and in the necessary preparatory actions. This includes, in particular, the timely provision of information and data material, insofar as this is required by the Client's cooperation.
The system requirements for the use of Mable resulting from the product description are the sole responsibility of the client.
The Client warrants that the information provided by it about its company is correct and complete. He undertakes to inform the Contractor immediately of any changes to the information provided and to reconfirm the current accuracy within 15 days of receipt at the Contractor's request. This applies in particular to the name, postal address, e-mail address and telephone and fax number of the Client.
The client receives an invitation link which they can use to create an account themselves. As part of the registration process, the client can generate a password that is required for further use of Mable. The client is obliged to keep the password and the access data secret and not to make them accessible to third parties. The client is obliged to change the password if it is feared that it has been compromised by third parties.
The client is responsible for the proper and regular backup of his data.
§ 5 Relationships with subcontractors
The Client agrees to the use of the subcontractors named in Annex II of the GCU and the applicable terms and conditions of the subcontractor. The Contractor shall inform the Client when commissioning new or additional subcontractors. If the Client objects to the use of a further subcontractor, the Contractor may, at its discretion, continue the service with the help of the previous subcontractors or terminate the usage relationship extraordinarily with one week's notice. In this case, any advance payments already made shall be refunded on a pro rata basis.
§ 6 Force majeure
In cases of force majeure, the Contractor shall be released from its obligation to perform for the duration and to the extent of the impact. Force majeure is an external event caused by elementary forces of nature or other extraordinary environmental events or by the actions of third parties, which is unforeseeable according to human insight and experience, cannot be prevented or rendered harmless by economically reasonable means, even with the utmost care reasonably to be expected in the circumstances, and is not to be accepted due to its frequency.
If the Contractor realizes that it is permanently unable to provide the service due to the effects of a force majeure event, it must inform the Client of this immediately. If the Contractor cannot reasonably be expected to provide the service as a result of the delay, it may withdraw from or terminate the contract by immediate written declaration to the Client.
§ 7 Prices and payment
The remuneration for the services provided by the contractor shall be determined in accordance with the price list valid at the time of contract conclusion, which is available at https://mable.ai/pricing.
The Contractor shall invoice the agreed remuneration on a monthly basis for the monthly plan. With the annual plan, invoicing takes place once a year.
Unless otherwise agreed, the remuneration shall be due and payable within 10 working days of receipt of the invoice by the client. The client shall be in default upon expiry of the payment deadline. During the period of default, interest shall be charged on the remuneration at the applicable statutory default interest rate. We reserve the right to assert further claims for damages caused by default.
If the client is more than four weeks in arrears with the payment of a due remuneration, the contractor is entitled to block access to Mable after a prior reminder setting a deadline and expiry of the deadline. The contractor's claim to remuneration remains unaffected by the blocking. Access to Mable will be reactivated after payment of the arrears. The right to block access also exists as a milder measure if the contractor would be entitled to extraordinary termination.
The prices shown do not include VAT. This shall be invoiced at the VAT rate applicable at the time of performance. If the VAT rate is changed within the authorization period, the periods with the respective applicable VAT rates shall be deemed separate calculation periods.
The Client may only offset claims of the Contractor against uncontested or legally established claims. The same applies to the assertion of a right of retention.
§ 8 Granting of rights
The Contractor grants the Client a non-exclusive, non-transferable and non-sublicensable right to use the latest version of Mable for the duration of the contract.
The client may only use Mable within the scope of its own business activities by its own personnel. The contractual use of the software includes loading it into the working memory, displaying and running Mable. The client is not entitled to any further use, unless otherwise provided by law.
The client is not entitled to sell Mable to third parties or to make it available to third parties in any other way (in particular by renting or lending it out).
The client is not entitled to modify or edit the software.
After termination of the contract, the client is obliged to stop using Mable.
Any use of Mable after termination of the contract is not permitted.
§ 9 Nomination
The Contractor is entitled to name the Client as a reference customer using its brand and/or business name. The Client may not refuse consent without good cause.
§ 10 Warranty
The Contractor warrants that the services owed on the basis of this contract are free from defects and third-party rights.
The contractor assumes no guarantee for compatibility or support by third parties.
Should the contractual services infringe third-party property rights, the Contractor shall inform the Client immediately in writing and provide the Client with the information and other appropriate support required for defense.
With regard to the granting of the use of the software, the warranty provisions of tenancy law (Sections 535 et seq. BGB) shall also apply.
The Client must notify the Contractor immediately of any defects.
The warranty for only insignificant reductions in the suitability of the service is excluded. No-fault liability pursuant to Section 536a (1) BGB for defects that already existed at the time the contract was concluded is excluded.
Insofar as the Contractor provides sample texts as a template for the Client's privacy policy or for consent texts, this is merely a non-binding orientation aid or suggestion, which generally requires adaptation to the respective situation and specific use by the Client. No warranty or guarantee is given for the completeness and correctness of the sample texts or for the applicability of the sample texts to the specific needs of the client. In particular, sample texts do not replace legal advice.
§ 11 Limitation of liability
Unless otherwise stipulated in this contract, including the following provisions, the parties shall be liable to each other for exercising the due care of a prudent businessman.
The Contractor shall owe the care customary in the industry. When determining whether the Contractor is at fault, it must be taken into account that software cannot be created without technical errors.
The Contractor shall be liable for intent and gross negligence. The Contractor shall only be liable for slight negligence in the event of a breach of a material contractual obligation (cardinal obligation), the fulfillment of which is essential for the proper execution of the contract and on the observance of which the Client may regularly rely, as well as in the event of damage resulting from injury to life, limb or health.
In the event of slight negligence, liability shall be limited to the amount of foreseeable damage that can typically be expected to occur.
The Contractor shall not be liable for the loss of data and/or programs to the extent that the damage is due to the fact that the Client has failed to carry out data backups and thereby ensure that lost data can be restored with reasonable effort.
The above limitations of liability shall also apply to the personal liability of the Contractor's employees, representatives and bodies.
§ 12 Contract term and termination
The contract begins on the day the contract is concluded, i.e. as soon as the General Terms and Conditions have been accepted and an account has been created.
The contract is concluded for an indefinite period and can be terminated by either party with four weeks' notice to the end of the respective billing period. The right of the parties to extraordinary termination for good cause remains unaffected.
Die Vertragslaufzeit beginnt mit einer kostenlosen Testphase von 30 Tagen.This free test phase is intended to allow new contractual partners to initially try out Mable and familiarize themselves with its functions. The contractor reserves the right to limit the availability or duration of the free test phase under certain circumstances. If the contract is not terminated before the end of the free trial period, the payment obligation as well as the contract term and notice periods shall be governed by the previous provisions.
The Contractor shall irretrievably delete all of the Client's data remaining on its servers 30 days after termination of the contractual relationship. There is no right of retention or lien on the data in favor of the Contractor.
All terminations must be made via the Mable Dashboard.
§ 13 Changes to the GTC, service descriptions and prices
These GTC may be amended insofar as this does not affect essential provisions of the contractual relationship and is necessary to adapt to developments that were not foreseeable when the contract was concluded and the failure to take them into account would noticeably disturb the balance of the contractual relationship.
Material provisions are in particular those relating to the type and scope of the contractually agreed services and the term, including the provisions on termination.
Furthermore, adjustments or additions may be made to the GTC insofar as this is necessary to eliminate difficulties in the execution of the contract due to loopholes that have arisen after the conclusion of the contract. This may be the case in particular if case law changes and one or more clauses of these GTC are affected by this.
The service specifications may be amended if this is necessary for a valid reason, if the client is not objectively placed in a worse position as a result compared to the service specifications included at the time of conclusion of the contract (e.g. retention or improvement of functionalities) and if there is no significant deviation from these. A valid reason exists if there are technical innovations on the market for the services owed or if third parties from whom the contractor obtains the necessary preliminary services for the provision of their services change their range of services.
The Contractor shall adjust the fees to be paid on the basis of this contract at its reasonable discretion to the development of the costs that are decisive for the price calculation. A price increase shall be considered and a price reduction shall be made if, for example, the costs for the procurement of hardware and software as well as energy, the use of communication networks or wage costs increase or decrease or other changes in the economic or legal framework conditions lead to a changed cost situation. Increases in one type of cost, e.g. wage costs, may only be used for a price increase to the extent that they are not offset by any decreases in costs in other areas, such as the costs of hardware and software. In the event of cost reductions, e.g. in hardware costs, the Contractor shall reduce prices insofar as these cost reductions are not fully or partially offset by increases in other areas. When exercising its reasonable discretion, the Contractor shall select the respective points in time of a price change in such a way that cost reductions are not taken into account according to more unfavorable standards for the Client than cost increases, i.e. cost reductions shall have at least the same price effect as cost increases.
The Client shall be notified in writing of any intended changes to the GTC, the service descriptions and price increases in accordance with this paragraph at least two (2) months before they come into effect.
The client has the right to object to such a change. If the Client does not object to the amended contractual conditions within 4 weeks of receipt of the change notification and continues to use the software, the changes shall become effective in accordance with the announcement. The Contractor shall specifically point out to its clients in writing or by e-mail at the beginning of the period that the notification of change shall be deemed accepted if the client does not object to it within 4 weeks.
§ 14 Secrecy
Both parties shall ensure that all relevant statutory regulations for the protection of the other party's business secrets are complied with in the provision of services. In particular, they shall ensure that their employees or the third parties called in by them for the execution of the order fully comply with the relevant provisions of the law on the protection of business secrets (GeschGehG) of the respective other party.
At the request of the other party, both parties shall provide evidence of compliance with the provisions of the GeschGehG. All records, information, documents and files to be kept secret in accordance with this may only be reproduced, made accessible to unauthorized persons or published with the consent of the other party.
The confidentiality obligations shall remain in effect for a period of five (5) years after termination of this agreement.
§ Section 15 Data protection and IT security
The Contractor shall comply with all relevant laws and regulations for the protection of personal data, in particular those of the General Data Protection Regulation (GDPR) and the Federal Data Protection Act (BDSG), when providing the contractually owed services.
A separate data processing agreement (DPA) is required for the processing of personal data that the contractor processes to fulfill this contract on behalf of the client. The DPA must be signed separately by the client when the account is created.
The Contractor shall only collect, process and use the data of the Client's customers and website users, in particular customer addresses, to the extent that this is required by law or for the fulfillment of this contract. In particular, the Contractor shall not transfer to third parties or make accessible to third parties any personal data of the Client's customers and website users which it has obtained on the basis of this contract, with the exception of such data which it uses to provide the contractual service in question. Furthermore, the Contractor shall not use personal data of customers and website users of the Client for its own marketing/advertising purposes, i.e. the Contractor shall not contact customers and website users of the Client in any form outside the fulfillment of its contractual obligations or enable third parties to make such use or use personal data of customers and website users of the Client in a way that violates data protection regulations or other applicable law, unless the Client and the respective customer or website user of the Client have given their express prior consent to this.
The Contractor reserves the right to adapt or redesign the software in the future. This may also include a change to the basic structure and responsibilities under data protection law. Any use of the data collected for the Client's or third parties' own or joint purposes (e.g. for the purpose of cross-provider analysis) and those of the Contractor shall only take place in compliance with data protection regulations and within the framework of a separate agreement between the two parties.
Unless the contracting parties agree otherwise, the processing of personal data of the Client's customers shall be carried out in accordance with the Client's instructions and shall be subject exclusively to the DPA.
The client warrants that the persons authorized to issue instructions or the contact persons named in the order form have the expertise and specialist knowledge required for the respective function.
The data processed under these terms and conditions may be used in aggregated and fully anonymized form for product improvement by the provider for its own business purposes without restriction.
§ 16 Final provisions
Should a provision of the contractual terms and conditions be or become invalid or should the contractual terms and conditions contain a loophole that needs to be filled, this shall not affect the validity of the remaining provisions. The invalid provision or loophole shall be replaced by a provision that comes as close as possible to the economic purpose of the contractual terms and conditions and that would have been agreed by the parties if they had been aware of the invalidity of the provision.
These contractual terms and conditions and its amendments as well as all contract-relevant declarations, notification and documentation obligations must be in text form in order to be effective, unless another form has been agreed or is required by law. Notwithstanding sentence 2, informal amendments or additions shall also be effective if they are individual agreements within the meaning of Section 305b BGB.
The place of performance and exclusive place of jurisdiction for all disputes relating to the contractual terms and conditions is the Contractor's place of business (currently Karlsruhe), provided that the Client is a merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law or an entrepreneur within the meaning of Section 14 of the German Civil Code. In all cases, however, the Contractor shall be entitled to bring an action at the Client's general place of jurisdiction. Overriding statutory provisions, in particular regarding exclusive jurisdiction, shall remain unaffected.
The law of the Federal Republic of Germany shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
Date: 20.06.2025
Version: 4.0