General Terms and Conditions for the use of the ProxDeal API

1.1. These API Terms apply to all contractual relationships concerning the use of the ProxDeal API (hereinafter the “API”) between ProxDeal GmbH, with its registered office in Munich (hereinafter “ProxDeal” or the “Provider”), and the respective customer (hereinafter the “Customer”). The Provider’s current contact details can be found in the imprint.

1.2. These API Terms apply irrespective of whether the contract is concluded on the basis of an individual offer (“Individual Contract”), through the Customer’s self-registration via the ProxDeal website or platform (“Self-Signup”), or through a purchase via a third-party marketplace or platform (“Platform Purchase”). In the case of a Platform Purchase, these API Terms apply in addition to the terms of the respective platform; in the event of any conflict, these API Terms shall prevail to the extent that they are binding on the Customer.

1.3. Conflicting or supplementary terms and conditions of the Customer shall not become part of the contract unless ProxDeal expressly agrees to their validity in writing. This consent requirement shall also apply where ProxDeal performs services without reservation in the knowledge of conflicting terms and conditions of the Customer.

1.4. The Provider’s services are directed exclusively at entrepreneurs within the meaning of § 14 of the German Civil Code (BGB), legal persons under public law or special funds under public law within the meaning of § 310(1) BGB. Consumers within the meaning of § 13 BGB are excluded from using the services.

1.5. These API Terms shall also apply to all future contractual relationships in connection with the API, and thus also where they are not expressly referred to in supplementary agreements.

2.1. Individual Contract: In the case of individual offers, the contract is concluded when both parties sign the order form or when ProxDeal issues a written declaration of acceptance. An offer from ProxDeal is subject to change and does not constitute a binding offer within the meaning of § 145 BGB unless it is expressly designated as binding.

2.2. Self-Signup: In the case of self-registration via the ProxDeal website, the contract is concluded upon completion of the registration process and acceptance of these API Terms. The presentation of the API products on the website does not constitute a binding offer but an invitation to submit an offer (invitatio ad offerendum). The Customer’s offer is accepted by means of ProxDeal’s automated confirmation email.

2.3. Platform Purchase: In the case of a purchase via third-party marketplaces (e.g. RapidAPI, AWS Marketplace or comparable platforms), the contract between ProxDeal and the Customer is concluded in addition to the platform contract. The Customer is obliged to recognise these API Terms as an integral part of the usage relationship. The platform does not act as ProxDeal’s representative or vicarious agent.

2.4. ProxDeal reserves the right to reject registrations or the conclusion of contracts without stating reasons.

3.1. Via the API, ProxDeal provides the Customer with access to a company database containing company data from the DACH region (Germany, Austria, Switzerland). The scope of the available data categories (e.g. Firmographics, Management, Ownership, Financials, Digital & Contact) depends on the plan selected or on the Individual Contract.

3.2. ProxDeal’s performance obligation consists of providing the API infrastructure and making the data available in machine-readable form. Despite careful selection of sources, no warranty is given for the substantive accuracy, completeness or timeliness of the data provided. The data is provided “as is” and “as available”.

3.3. ProxDeal is entitled to extend or modify the functionality of the API, or to restrict individual functions, at any time, provided that this does not materially impair the principal purpose agreed in the contract. Changes that materially restrict the functionality will be notified to the Customer in an appropriate manner.

3.4. The Customer acknowledges that the API achieves an availability of approximately 99% on an annual average. This does not constitute a guarantee. Brief outages or maintenance work shall not give rise to any claims. Scheduled maintenance will, where possible, be carried out outside normal business hours (CET/CEST) and notified to the Customer in advance.

3.5. ProxDeal does not provide individual technical support unless this is expressly agreed in the respective plan or in the Individual Contract. Documentation on the API is provided via the ProxDeal website.

4.1. Access to the API is provided via one or more API keys (“API Keys”), which are made available to the Customer after conclusion of the contract. The API Key is a strictly confidential means of authentication.

4.2. The Customer is obliged to keep its API Keys secret, to store them securely and not to disclose them to third parties. In particular, the Customer shall take appropriate measures to keep its API Keys confidential and to protect them against unauthorised use. All requests made using an API Key assigned to the Customer shall be deemed to have been initiated by the Customer. The Customer is liable for all activities carried out using its API Key.

4.3. The Customer shall inform ProxDeal without undue delay of any suspected or actually detected compromise of an API Key. ProxDeal is entitled to deactivate compromised API Keys immediately and without prior notice.

4.4. ProxDeal is entitled to deactivate API Keys at any time for good cause, in particular in the event of suspected misuse, breach of these API Terms or security threats.

5.1. For the term of the contract, ProxDeal grants the Customer a non-exclusive, non-transferable, non-sublicensable, revocable right to use the API and the data retrieved via the API (hereinafter the “Data”), limited to the purpose and scope agreed in the contract.

5.2. The Data may be used exclusively for the Customer’s own business activities. This expressly includes use within the Customer’s advisory, transaction or sales processes, in particular:

• (i) the preparation and disclosure of longlists and shortlists to clients, principals or transaction parties in the context of a specific advisory or M&A mandate;
• (ii) the enrichment of the Customer’s CRM systems, customer databases or internal analysis tools;
• (iii) the preparation of internal market analyses, screening documents, investment memoranda or comparable work products, even where these are passed on, in the ordinary course of business, to clients, co-investors, committees or other third parties directly involved in the respective business transaction.

The aforementioned uses are permitted as long as the Data is not marketed or distributed as a stand-alone data product or systematically passed on to third parties that are not directly involved in the respective business transaction. Any use beyond this requires ProxDeal’s prior written consent. Any misuse is prohibited.

5.2a. Use by service providers on behalf of third parties (consultant clause): Where the Customer acts as a service provider (e.g. CRM consultant, sales consultant, implementation partner) and, in the course of its services, enters or integrates ProxDeal data into systems (in particular CRM systems, marketing automation tools or comparable applications) of its own clients (hereinafter “End Customers”), this is permitted only subject to the following cumulative conditions:

• (i) each End Customer into whose systems ProxDeal data is entered has its own direct contractual relationship with ProxDeal for the use of the API or of ProxDeal data (its own ProxDeal licence);
• (ii) the Customer uses its API access exclusively for the technical execution of the data transfer on behalf of and on the instructions of the respective End Customer;
• (iii) the Customer ensures that the respective End Customer is aware of and complies with the provisions of these API Terms, in particular the Data Reselling Prohibition pursuant to clause 5.3;
• (iv) upon request, the Customer provides ProxDeal with an up-to-date list of the End Customers for whom it processes ProxDeal data.

Entering ProxDeal data into systems of End Customers that do not hold their own ProxDeal licence constitutes a breach of the Data Reselling Prohibition pursuant to clause 5.3 and triggers the legal consequences set out in § 6.

5.3. Data Reselling Prohibition: The Customer is expressly and without exception prohibited from passing on, selling, licensing, renting out, lending, making publicly accessible or otherwise making available to third parties the Data obtained via the API, in whole or in part, in raw or processed form, whether for consideration or free of charge (hereinafter collectively “Data Reselling”). This prohibition covers in particular:

• a) the resale or disclosure of raw data, cleansed data, aggregated data, enriched data or derived data products, insofar as these are based in whole or in part on ProxDeal data;
• b) the incorporation of ProxDeal data into the Customer’s own data products, databases, SaaS applications, platforms, APIs or other digital services that are made accessible to third parties, whether as a main or an ancillary component;
• c) the provision of ProxDeal data to third parties in the form of downloads, exports, feeds, file transfers or any other automated or manual means of transmission;
• d) the use of ProxDeal data for training, fine-tuning or otherwise improving AI models, machine learning methods or algorithmic systems whose outputs are made available to third parties;
• e) the intermediate storage of ProxDeal data in caching systems, data warehouses or data lakes, insofar as these serve to make the Data available to third parties.

5.4. Where the Customer uses the API within its own application which is in turn accessible to the Customer’s End Customers (“Embedded Use”), this is permitted only if (i) the ProxDeal data is presented in processed form as an integral part of the Customer’s own independent value creation, (ii) the End Customers do not obtain direct or indirect access to the raw data, (iii) the End Customers cannot extract, copy or download the Data, and (iv) such Embedded Use is expressly provided for in the Customer’s plan or in the Individual Contract.

5.5. The Customer may not systematically scrape, crawl or bulk-download the Data, or otherwise retrieve it by automated means beyond the usage volume agreed in the contract. In the event of misuse, ProxDeal is entitled to terminate the contract without notice or to block access.

5.6. All rights in the API, the underlying software, the databases and the Data remain with ProxDeal or the respective rights holders. The Customer is not granted any rights beyond the rights of use set out in these API Terms. In particular, the Customer does not acquire ownership of the Data.

6.1. For each culpable breach of the Data Reselling Prohibition pursuant to clause 5.3, the Customer undertakes to pay a contractual penalty. The contractual penalty per individual breach amounts to the higher of the following amounts: (i) EUR 25,000.00 (twenty-five thousand euros) or (ii) three times the net remuneration paid by the Customer to ProxDeal in the twelve (12) months preceding the first breach. Each disclosure to, or making available to, one specific third party shall constitute an individual breach, irrespective of how many data points are affected in the individual case.

6.2. If the Customer continues the conduct constituting the breach after a written warning from ProxDeal, the contractual penalty for the period following expiry of the reasonable cure period set in the warning shall increase by 50% for each further calendar month or part thereof during which the conduct continues. The total of all contractual penalties incurred in respect of a single set of facts is limited to five times the individual contractual penalty calculated in accordance with clause 6.1 (cap). This cap shall not apply if the Customer acts intentionally.

6.3. The contractual penalty shall be credited against any claim for damages by ProxDeal. ProxDeal’s right to claim damages in excess of the contractual penalty remains unaffected. In addition, ProxDeal is entitled to demand that the Customer surrender the profit obtained through the breach (disgorgement of profits); the disgorgement of profits applies in addition to the contractual penalty but shall be credited against any further claim for damages.

6.4. In the event of judicial review, the competent court is entitled to reduce a contractual penalty it considers unreasonably high to a reasonable amount (applying § 343 BGB by analogy). The validity of the contractual penalty agreement shall otherwise remain unaffected.

6.5. In the event of a breach of clause 5.3, ProxDeal is entitled, without prejudice to the contractual penalty, to terminate the contract without notice, to block API access immediately and to seek injunctive relief against the Customer, including by way of interim relief proceedings.

7.1. The remuneration is determined by the plan selected (“Plan”) in accordance with the price list on the ProxDeal website, the individual offer or the terms of the respective platform. All prices are net prices plus the statutory value added tax applicable at the time.

7.2. For Self-Signup, billing takes place monthly or annually in advance via the payment service provider Stripe Inc., by credit card or any other means of payment accepted by ProxDeal. For Individual Contracts, billing takes place in accordance with the terms agreed in the contract; in the absence of such an agreement, payments are due within seven (7) days of the invoice date without deduction. Payments are generally made by bank transfer unless another method of payment has been expressly agreed.

7.3. Where the plan includes a quota of API requests (“Included Volume”), usage in excess of the Included Volume (“Overage”) is billed in accordance with the overage price list applicable at the time. ProxDeal is entitled to bill Overage monthly in arrears.

7.4. In the event of default in payment, ProxDeal is entitled, following an unsuccessful written reminder and expiry of the deadline set therein, to charge default interest at a rate of 9 percentage points above the base interest rate pursuant to § 288(2) BGB and to suspend access to the API until all amounts due have been paid in full. Fees already paid will not be refunded. The Customer’s payment obligation shall not cease as a result of the suspension.

7.5. The Customer is entitled to rights of set-off only if its counterclaims have been finally and conclusively established by a court, are undisputed or have been acknowledged by ProxDeal. The Customer’s rights of retention are limited to claims arising from the same contractual relationship.

8.1. For Self-Signup, the minimum term is one (1) month (for monthly billing) or twelve (12) months (for annual billing). The contract is automatically renewed for the same period in each case unless it is terminated with due notice (as defined in the plan, otherwise 14 days) effective at the end of the respective term.

8.2. For Individual Contracts, the term is governed by the individual agreement; unless otherwise agreed, the minimum term is twelve (12) months with automatic renewal for further periods of twelve (12) months each and a notice period of three (3) months, effective at the end of the respective term.

8.3. In the case of a Platform Purchase, the termination arrangements of the respective platform apply in addition. In case of doubt, the periods set out in clause 8.1 shall apply.

8.4. The right to extraordinary termination (without notice) for good cause remains unaffected. Good cause shall exist for ProxDeal in particular if (a) the Customer breaches the Data Reselling Prohibition pursuant to clause 5.3, (b) the Customer is in default of payment despite a reminder and the setting of a reasonable grace period, (c) the Customer uses the API in a manner that jeopardises the integrity, security or availability of ProxDeal’s systems, (d) an application for the opening of insolvency proceedings is filed in respect of the Customer’s assets or insolvency proceedings are opened, or (e) the Customer repeatedly or seriously breaches material contractual obligations.

8.5. Notwithstanding the grounds for termination set out above, ProxDeal reserves the right to terminate the contractual relationship extraordinarily if material interests of ProxDeal are impaired or if continuing the relationship cannot reasonably be expected of ProxDeal for economic or legal reasons.

8.6. In the event of termination, for whatever reason, the Customer is obliged to irrevocably delete all Data obtained via the API and any copies thereof within thirty (30) days of the end of the contract and to confirm the deletion in writing at ProxDeal’s request. The right of use pursuant to § 5 expires upon the end of the contract.

8.7. In the event of ordinary termination by the Customer, remuneration already paid will not be refunded unless the termination is based on good cause for which ProxDeal is responsible.

9.1. The Customer is obliged to provide complete and truthful information upon registration and to keep this information up to date for the term of the contract.

9.2. The Customer shall ensure that its use of the API and the Data complies with all applicable laws and regulations, in particular the provisions of the GDPR, the German Federal Data Protection Act (BDSG), the German Act Against Unfair Competition (UWG) and other data protection and competition law requirements.

9.3. The Customer is obliged to take appropriate technical and organisational measures to protect the API Key and all Data obtained via the API against unauthorised access by third parties.

9.4. The Customer may not use the API for unlawful purposes, in particular not for spam, unauthorised advertising, stalking, harassment, discrimination or other activities that violate applicable law.

9.5. The Customer may not use the API beyond the contractually agreed volume or rate limit. Even though the API may not be expressly limited in terms of the number of requests, the Customer undertakes to use it in a customary and reasonable manner (fair use). Excessive use or automated mass access is prohibited. If these limits are exceeded, ProxDeal is entitled to apply automated throttling or blocking.

9.6. The Customer is obliged to inform ProxDeal without undue delay of any circumstances indicating a breach of these API Terms, in particular of the Data Reselling Prohibition.

10.1. ProxDeal is entitled to verify the Customer’s compliance with these API Terms. For this purpose, ProxDeal is entitled to monitor and evaluate the Customer’s API usage by automated means, in particular with regard to usage patterns, request volumes, IP addresses and user agent information.

10.2. Upon request, the Customer is obliged to provide ProxDeal, within fourteen (14) days, with complete and truthful information on the nature and scope of its use of the API and the Data, including disclosure of the systems and applications in which ProxDeal data is processed.

10.3. Where there is a reasonable suspicion of a breach of the Data Reselling Prohibition, ProxDeal is entitled to have an examination carried out, at the Customer’s expense, by an independent expert bound to confidentiality (audit). The Customer shall provide the expert with the documents and access required for the audit. If the audit confirms a breach, the Customer shall bear the costs of the audit; otherwise, ProxDeal shall bear the costs.

11.1. ProxDeal’s liability is limited to intent and gross negligence. In the case of slight negligence, ProxDeal shall be liable only for the breach of material contractual obligations (cardinal obligations); in this case, liability is limited to the foreseeable damage typical of the contract.

11.2. Liability is limited in amount to the total usage fees paid in the twelve (12) months preceding the occurrence of the damage. In particular, no liability is accepted for lost profits, business losses, loss of data or indirect damage arising from the usage agreement.

11.3. The above limitations of liability shall not apply to damage resulting from injury to life, body or health, nor to claims under the German Product Liability Act (ProdHaftG), nor where ProxDeal has assumed a guarantee.

11.4. ProxDeal accepts no liability for the loss of or damage to data unless this is attributable to intentional or grossly negligent conduct on the part of ProxDeal.

11.5. The Customer shall indemnify ProxDeal against all third-party claims (in particular claims by authorities and data subjects) and against all costs arising therefrom (including reasonable legal costs) that are based on a culpable breach of the Customer’s obligations under these API Terms or under applicable data protection law.

12.1. The Customer itself is responsible for the GDPR-compliant further processing of personal data received via the API and shall in particular ensure that the necessary legal bases pursuant to Art. 6 GDPR are in place.

12.2. In respect of the mere provision of data via the API, ProxDeal is not a processor within the meaning of Art. 28 GDPR, as ProxDeal provides an independent database and does not process any personal data on behalf of the Customer. Insofar as processing on behalf of the Customer takes place in the course of API use (in particular in connection with data enrichment pursuant to clause 11 of the SaaS Terms), the provisions set out there shall apply.

12.3. ProxDeal processes personal data in connection with the performance of the contract in accordance with the applicable data protection provisions. Further details can be found in ProxDeal’s privacy policy.

13.1. Both parties undertake to keep strictly confidential any confidential information of the other party (in particular technical information, trade secrets, pricing terms, API Keys and the content of the contract) and to use it exclusively for the performance of the contract.

13.2. The confidentiality obligation shall not apply to information that is or becomes publicly known without the receiving party being responsible for this, that was already known to the receiving party, that was lawfully disclosed by a third party without any obligation of confidentiality, that could be developed independently, or that must be disclosed on the basis of a statutory or official order.

13.3. Upon the end of the contract, confidential information shall, at the disclosing party’s option, either be returned or destroyed, unless statutory retention periods preclude this. The confidentiality obligation shall survive the end of the contract for three (3) years.

14.1. Neither party shall be liable for the non-performance or delayed performance of its contractual obligations to the extent that such non-performance or delay is attributable to circumstances of force majeure (in particular natural disasters, wars, terrorist attacks, epidemics, pandemics, power outages, cyberattacks, failure of telecommunications networks, official orders, strikes and lockouts).

14.2. The affected party shall inform the other party without undue delay of the occurrence and the expected duration of the force majeure event. If the event lasts longer than three (3) months, either party is entitled to terminate the contract with two (2) weeks’ notice.

15.1. ProxDeal is entitled to unilaterally adjust the recurring fees for the API, the features of the API service (in particular functionality, data categories, rate limits, support level, additional services) or other content of these API Terms, insofar as the adjustment is based on objectively verifiable reasons or mandatory requirements, in particular:

• a) an increase in the cost of upstream services procured, such as licence costs, hosting costs, data procurement costs or infrastructure costs;
• b) technological developments;
• c) changes ordered by law or by public authorities, or regulatory requirements;
• d) a demonstrable change in index values, in particular industry-specific indices (e.g. energy price index, labour cost index, consumer price index), or in comparable external cost indicators.

15.2. ProxDeal will notify the Customer in writing (including by email) of any intended change within the meaning of clause 15.1 that is relevant to the Customer at least 30 days before it is scheduled to take effect. The notification shall contain a comprehensible description of the proposed change(s), the reasons for them, in the case of fees the basis for calculating the amount of the adjustment, and the date on which the change(s) take effect.

15.3. If the Customer does not expressly object in writing to the announced changes within 30 days of receipt of the relevant notification, the changes shall take effect. An objection within this period entitles ProxDeal, for its part, to terminate the contract within 14 days with 30 days’ notice or to submit an alternative offer to the Customer. If there is neither termination by ProxDeal nor agreement on a new contract, the contractual relationship shall continue on the existing terms until the end of the originally agreed term, unless this is precluded by mandatory regulatory requirements or by technical obstacles beyond ProxDeal’s control.

15.4. The Customer is entitled to terminate the contract extraordinarily and free of charge from the time of notification of the proposed changes until the time they are scheduled to take effect, if the change results in an increase in fees or a restriction of the fundamental functions of the API.

16.1. These API Terms are governed by the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG) and the rules of private international law. The agreed place of jurisdiction for all disputes arising from or in connection with these API Terms is the Provider’s registered office (Munich).

16.2. All disputes arising from or in connection with the contract between ProxDeal and the Customer, including disputes concerning its validity, breach, termination or nullity, shall first be referred to mediation. The applicable substantive law is German law. The rules of the IHK Mediation Centre of the Munich and Upper Bavaria Chamber of Industry and Commerce (IHK) are agreed as the governing rules of procedure. If, within a period of 90 days, neither agreement on the mediator has been reached nor the dispute itself has been settled amicably, arbitration proceedings may be initiated at the request of either party. If arbitration proceedings are initiated, they shall be conducted in accordance with the Arbitration Rules of the German Arbitration Institute (DIS), and the dispute shall be finally decided to the exclusion of recourse to the ordinary courts. The seat of the arbitral tribunal is Munich.

16.3. Should individual provisions of these API Terms be or become invalid, the validity of the remaining provisions shall remain unaffected. The invalid provision shall be replaced by a valid provision that comes closest to the economic purpose of the invalid provision (severability clause).

16.4. Amendments and additions to this contract must be made in text form (including email). This also applies to any amendment of this text form requirement itself. There are no oral collateral agreements.

16.5. The Customer may transfer rights and obligations under this contract to third parties only with ProxDeal’s prior written consent. ProxDeal is entitled to transfer rights and obligations under this contract to affiliated companies within the meaning of §§ 15 et seq. of the German Stock Corporation Act (AktG) or to other third parties, provided that no material interests of the Customer are impaired.

16.6. Information in connection with the contractual relationship (in particular invoices, confirmations and other notifications) is provided to the Customer exclusively in electronic form.

16.7. The Provider is entitled to use the Customer’s logo as a reference. The Customer may use the ProxDeal logo for its own references or marketing purposes until this permission is revoked.

16.8. Where gender-specific terms are used for reasons of textual economy, they are to be understood as gender-neutral.