1. Provider, Scope, and Order of Precedence
These Terms and Conditions apply to all current and future contracts for Margin Pulse software and related analytics, consulting, support, and advertising management services supplied by Hübers Industries GmbH, Falkenweg 15, 41468 Neuss, Germany (“Hübers Industries”), to its customers.
Customer terms apply only if Hübers Industries expressly accepts them in text form. Individually negotiated terms, the quotation or order confirmation, and any agreed service description or data processing agreement take precedence over these Terms.
2. Business Customers Only
The offering is intended exclusively for entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law, and special funds under public law. Hübers Industries does not contract with consumers, and no statutory consumer right of withdrawal applies.
3. Quotations and Contract Formation
Quotations are non-binding unless expressly stated to be binding or time-limited. A contract is formed when Hübers Industries confirms the order in text form, activates paid access, or begins the agreed service. Information on the website does not constitute a binding contractual offer.
After contract formation, cancellation requires the consent of Hübers Industries. Services already performed, access already configured, and demonstrably incurred expenses must always be paid. Statutory and contractually agreed termination rights remain unaffected.
4. Subject Matter and Scope of Services
Margin Pulse is a software and services offering for analysing and managing Amazon Vendor advertising, budgets, and profitability metrics. Depending on the selected scope, the contract may include dashboards, scores, reports, alerts, data preparation, profitability analyses, consulting, support, and operational advertising campaign management.
The specific functions and services are defined by the quotation, order confirmation, and any separate service description in effect when the contract is formed. Services not expressly agreed are not owed. Hübers Industries may technically develop the software and modify functions, provided that this does not materially impair the agreed contractual purpose.
5. Trials and Analyses
An expressly offered free trial or initial/profitability analysis serves to evaluate the offering and does not by itself create a paid follow-on contract. Its scope, duration, and required data are defined in the applicable offer. Hübers Industries may deactivate trial access when the agreed trial period ends.
6. Software Access and Licence
For the contract term, the customer receives a limited, non-exclusive, non-transferable, and non-sublicensable right to use the software within the agreed scope for its own business purposes. Source code is not provided.
In particular, the customer may not reproduce, rent, make publicly available, provide to unauthorised third parties, reverse-engineer, or circumvent protection or security mechanisms in the software, except where mandatory law expressly permits this. Accounts are personal or company-specific and must be protected against unauthorised use.
7. Customer Cooperation
The customer must provide all information, data, approvals, contacts, and system access required for performance in a timely, complete, and accurate manner. The customer must ensure that it is entitled to provide and permit the processing of the submitted data and to grant the necessary access rights.
Credentials and authorisations for Amazon and other platforms must be kept confidential. The customer must review recommendations, budgets, and measures submitted for approval within a reasonable period. Hübers Industries is not responsible for delays or additional work caused by missing or incorrect customer cooperation.
8. Third-Party Platforms and Amazon Interfaces
Parts of the services may depend on interfaces, data, policies, and technical systems operated by third parties, particularly Amazon. Hübers Industries does not owe the permanent availability or unchanged functionality of such third-party platforms. Hübers Industries is responsible for outages, delayed data, account suspensions, or third-party changes only to the extent caused by Hübers Industries.
The customer remains responsible for its Amazon account, product data, prices, budgets, approvals, and compliance with the applicable platform requirements.
9. Availability, Maintenance, and Support
Hübers Industries provides the software at the availability level agreed in the applicable contract. Unless a separate service level is agreed, no specific uninterrupted availability is guaranteed. Planned maintenance will be carried out outside customary business hours where possible. Necessary security and incident-response measures may be performed at short notice.
Support is provided within the scope described for the applicable plan or engagement. Response and recovery times are binding only if expressly agreed.
10. Fees and Payment
The prices stated in the quotation or order confirmation apply, plus statutory value-added tax. Unless otherwise agreed, recurring software fees are due at the beginning of the applicable billing period. Service and other invoices are payable immediately upon receipt without deduction.
Statutory default rules apply to late payment. After a reminder and a reasonable cure period, Hübers Industries may temporarily suspend software access or outstanding services if the customer is in default with a material amount. The payment obligation remains unaffected.
11. Term and Termination
The contract term and ordinary termination rights are governed primarily by the applicable quotation or order confirmation. Plans described as cancellable monthly may be terminated at the end of the current monthly billing period. Agreed annual terms end at the end of the agreed contract period unless an extension has been agreed.
Either party's right to terminate for cause remains unaffected. Notice of termination must be given at least in text form. The software licence ends when the contract terminates; statutory retention obligations and provisions that by their nature survive termination remain unaffected.
12. Rights in Software, Reports, and Trademarks
All rights in Margin Pulse, the software, dashboard, calculation models, designs, documentation, templates, and general work products remain with Hübers Industries or their respective owners. The customer receives a non-exclusive right to use reports and results individually created for it for its own business purposes.
“Margin Pulse” is a trademark of Hübers Industries GmbH registered with the German Patent and Trade Mark Office. Any use of the trademark, logos, or other identifiers beyond the contractual purpose requires prior consent in text form.
13. Customer Data, Data Protection, and Confidentiality
The customer retains all rights in its data. Hübers Industries processes customer data only to perform the contract, maintain security, and comply with data protection law. Where Hübers Industries processes personal data on the customer's behalf, the parties will enter into the required data processing agreement.
Both parties must keep confidential all business and technical information that is marked confidential or is confidential by its nature. Statutory disclosure duties remain unaffected. The confidentiality obligation survives termination.
14. Defects and Service Disruptions
The customer must promptly report identifiable defects and disruptions with a reproducible description and assist Hübers Industries in analysing the issue. Hübers Industries is initially entitled to remedy the defect or re-perform the service within a reasonable period.
In particular, an impairment is not a defect where it results from unsupported systems, improper use, customer modifications, missing cooperation, or third-party systems for which Hübers Industries is not responsible. The customer's statutory rights otherwise remain unaffected.
15. No Guarantee of Commercial Results
Analyses, forecasts, scores, recommendations, and budget proposals are based on available data and professional assumptions. They do not guarantee any particular revenue, profit, contribution margin, market share, ranking, or advertising result. Business decisions and final approval of budgets and measures remain with the customer unless Hübers Industries has expressly agreed to perform the relevant operational activity.
16. Liability
Hübers Industries has unlimited liability for intent and gross negligence, culpable injury to life, limb, or health, liability under the German Product Liability Act, and to the extent of any expressly assumed guarantee.
For a slightly negligent breach of a material contractual obligation, liability is limited to the foreseeable loss typical for the contract when it was entered into. Material contractual obligations are those whose performance is essential to the proper execution of the contract and on which the customer may regularly rely. Liability for other slight negligence is excluded.
These limitations also apply for the benefit of Hübers Industries' legal representatives, employees, and agents. Within the limits above, liability for data loss is limited to the typical recovery cost that would have arisen if reasonable and regular backups had been maintained.
17. Force Majeure
Neither party is liable for delays or failures caused by events outside its reasonable control, including natural events, war, government action, industrial disputes, widespread telecommunications or power outages, and significant cyberattacks. The affected party will notify the other party without undue delay where possible. If the event continues for more than 60 days, either party may terminate the affected part of the services in text form.
18. Final Provisions
The laws of the Federal Republic of Germany apply, excluding the United Nations Convention on Contracts for the International Sale of Goods. The place of performance is Neuss. The exclusive venue for disputes arising from or connected with the contract is Neuss where both parties are merchants, legal entities under public law, or special funds under public law, or where the statutory requirements for a venue agreement otherwise apply.
If any provision of these Terms is or becomes wholly or partly invalid, the remaining provisions remain effective. The invalid provision is replaced by the applicable statutory rule. This English version is provided for convenience; in the event of discrepancies, the German version prevails.