Marginly← Marginly

Terms of Service

Provider: The Marketplace Guys UG (haftungsbeschränkt), Ritterstraße 8, 33602 Bielefeld, Germany (the "Provider").

Language Versions

These Terms are provided in German and English. In the event of any discrepancy or conflict between the two versions, the German version shall prevail and be legally binding. The English version is provided for convenience only.

§ 1 Scope; B2B Restriction

(1) These Terms of Service apply to all contracts between the Provider and its customers (the "Customer") regarding the use of the Software-as-a-Service product offered under the "Marginly" brand.

(2) The Provider's offering is directed exclusively at entrepreneurs within the meaning of § 14 of the German Civil Code (BGB), legal entities under public law, or special funds under public law. Contracts with consumers (§ 13 BGB) are not concluded. By placing an order, the Customer warrants that it is acting in the exercise of its commercial or independent professional activity.

(3) Deviating, conflicting, or supplementary terms and conditions of the Customer shall not become part of the contract unless the Provider expressly agrees to their applicability in writing.

§ 2 Subject Matter

(1) The Provider makes a cloud-based software (Software-as-a-Service) available to the Customer that synchronizes and processes data from the OTTO Market API and provides features for optimizing OTTO SPA advertising campaigns as well as for assortment and order data analysis (the "Service").

(2) The scope of features is defined by the service description published on the Provider's website at the time of contract conclusion and the selected plan.

(3) The Provider does not owe any economic outcome, in particular no specific increase in ad revenue, conversion rates, or marketplace metrics. The Service is a tool to support the Customer's business activity.

§ 3 Conclusion of Contract and Trial Phase

(1) The presentation of the Service on the website does not constitute a binding offer but an invitation to submit an offer.

(2) The Customer submits a binding offer to conclude a paid usage contract by selecting a plan and a billing period in the application and completing the order process. The order process is completed on an order page run by the payment service provider (§ 6 (2)), where the Customer enters its billing details and chooses the payment method. Before completing the order, the Customer can review and correct its entries.

(3) The contract is concluded when the Provider accepts the offer. Acceptance takes place by confirmation email or by activation of the selected plan in the application, whichever occurs first.

(4) Before taking out a paid subscription, the Customer may test the Service once for 14 days free of charge and without providing a payment method (trial phase). The trial phase starts when access is activated and ends automatically after 14 days. It does not convert into a paid subscription; a subscription only comes into existence through an order under paragraph 2. These Terms apply to the trial phase accordingly. There is no entitlement to a trial phase or to a repeated trial phase for the same Customer or the same OTTO account.

(5) If the Customer has not taken out a subscription by the end of the trial phase, access is restricted to the Billing, Settings and data export areas; reports, changes and synchronization with OTTO are suspended. The data is kept for 30 days and can be exported as a JSON file. The Customer may take out a subscription at any time and then use the Service in full again. The Provider is entitled to delete a trial account without a subscription, including the data stored in it, 30 days after the end of the trial phase.

§ 4 Scope of Services

(1) Under the selected plan, the Provider provides in particular the following services:

  • provision of the Service over the public internet as SaaS,
  • regular synchronization of data from the OTTO Market API,
  • operation, maintenance, and further development of the Service,
  • support according to the selected plan (response times as set out in the plan overview),
  • provision of necessary documentation.

(2) The software is provided at the router exit point of the data center used by the Provider (delivery point). The Customer is responsible for its internet connection as well as for hardware and software on the Customer's side.

§ 5 Customer Obligations

(1) The Customer shall:

  • provide truthful and complete information when registering, and keep it up to date,
  • provide valid OTTO Market API credentials and ensure that it is entitled to connect these credentials,
  • keep its login credentials confidential and protect them against unauthorized access,
  • not misuse the Service, in particular not for unlawful purposes, to circumvent interface limits, for bulk scraping, or to impair availability,
  • ensure the necessary data protection legal bases for any processing of third-party personal data initiated by the Customer,
  • notify the Provider without undue delay as soon as it has indications of misuse of its account.

(2) The Customer is responsible for all activities performed under its account, to the extent it is at fault.

§ 6 Fees, Payment Methods, Payment Terms, Price Adjustment

(1) Fees are based on the plan selected by the Customer. All prices are net prices, exclusive of statutory VAT.

(2) Fees are due in advance for the relevant billing period (monthly or annual). The Customer pays by credit card, SEPA direct debit or PayPal; the Customer selects the payment method during the order process and can change it in the customer portal (§ 7 (3)). Payments are processed by the payment service provider Stripe Payments Europe Ltd., Dublin, Ireland ("Stripe"). For Enterprise contracts, payment by invoice via bank transfer may be agreed; such invoices are payable within 14 days of the invoice date without deduction.

(3) If a payment fails, for example due to a returned direct debit, a declined card or a revoked PayPal authorization, the Provider may retry the collection through the payment service provider and reminds the Customer of the outstanding payment by email. In case of payment default, the Provider is entitled to demand statutory default interest and compensation for the damage caused by the default. If the fee has not been received in full 14 days after the due date, the Provider may restrict access to the Billing, Settings and data export areas; reports, changes and synchronization with OTTO are then suspended until the arrears are settled. The obligation to pay the fee for the current billing period remains in place. The right to extraordinary termination under § 7 (4) remains unaffected.

(4) The Provider is entitled to adjust the fees at its reasonable discretion. A price increase will be notified to the Customer in text form at least 30 days before it takes effect. In the event of a price increase, the Customer has a special right of termination effective on the date the increase takes effect. This right will be expressly pointed out in the notification.

(5) If the Customer chooses SEPA direct debit, it grants a SEPA direct debit mandate in favor of the Provider and the payment service provider during the order process. Before each debit, the Customer receives advance notice (pre-notification) in text form at least two calendar days before the account is charged; the payment service provider may send this notice on behalf of the Provider. The Customer shall ensure sufficient funds in the specified account. The Customer bears the costs of a returned direct debit for which it is responsible, in particular due to insufficient funds or an objection to a justified charge, in the amount of the bank fees actually incurred by the Provider; the Customer remains free to prove that no damage or lower damage was incurred.

(6) The Provider issues invoices electronically. The Customer receives each invoice as a PDF by email to the billing address on file and can additionally retrieve it in the customer portal under "Billing"; the Customer consents to electronic invoicing. During the order process, the Customer provides its company address and, where available, its VAT identification number and keeps this information up to date. For Customers established in another member state of the European Union with a valid VAT identification number, no German VAT is charged; the tax liability shifts to the Customer (reverse charge). For Customers established outside the European Union, VAT is governed by the law at the Customer's place of business.

(7) In the Agency plan, the fee depends on the number of OTTO accounts connected to the Service. The base price covers two accounts; each additional account up to the ninth is charged at the add-on price stated in the plan overview. If the Customer adds an account during a billing period, the add-on price is charged pro rata for the remainder of the current billing period and the upgrade takes effect immediately. If the Customer removes an account, the reduction takes effect at the end of the current billing period (downgrade at period end); there is no pro rata refund for the current period. From ten accounts onward, an Enterprise contract is required.

(8) If the Customer takes out the subscription at a price marked as a launch price, that price remains in place for the selected plan and billing period for as long as the subscription continues without interruption; paragraph 4 does not apply to launch prices. The launch price ends when the subscription ends or when the Customer changes the plan or the billing period; a later new subscription or the new plan is subject to the prices applicable at that time. A change in the number of accounts in the Agency plan (paragraph 7) is not a change of plan.

§ 7 Term and Termination

(1) Depending on the selected plan, the contract has a minimum term of one month or one year.

(2) Unless the contract is terminated by the end of the minimum term, it renews automatically for another period of the same length (monthly or annual subscription).

(3) Ordinary termination is possible at any time to the end of the current billing period; there is no notice period. Termination may be declared via the customer portal in the application under "Billing" (cancellation feature) or in text form (e.g., by email to hello@themarketplaceguys.com). Until the end of the billing period, the Customer may continue to use the Service in full; fees already paid for the current billing period are not refunded.

(4) The right of both parties to extraordinary termination for cause remains unaffected. Cause exists for the Provider in particular in the case of persistent payment default, serious breach of the obligations under § 5, or insolvency of the Customer.

(5) After the end of the contract, the Customer's data is kept for 30 days. During this period, access is restricted to the Billing, Settings and data export areas so that the Customer can export its data as a JSON file; reports, changes and synchronization with OTTO are suspended. After this period, the Provider deletes the Customer's account and the synchronized OTTO data; at the Customer's request, the Provider deletes earlier. Statutory retention obligations, in particular for invoices, remain unaffected.

§ 8 Availability, Maintenance

(1) The Provider aims for a Service availability of 99% on an annual average, measured at the delivery point of the data center.

(2) Planned maintenance is performed, as far as possible, outside usual business hours and is announced to the Customer in text form or within the Service at least 48 hours in advance. Planned maintenance windows do not count as downtime.

(3) Outages, restrictions, or changes to the OTTO Market API or other third-party interfaces are outside the Provider's control and do not constitute unavailability of the Service. The same applies to force majeure and disruptions for which the Provider is not responsible.

§ 9 Liability

(1) The Provider has unlimited liability under statutory provisions for damage resulting from injury to life, body, or health, for damage caused by intent or gross negligence, within the scope of any expressly assumed guarantee, and under the German Product Liability Act.

(2) In the case of slightly negligent breach of material contractual obligations (cardinal duties), that is, obligations whose fulfillment makes the proper performance of the contract possible in the first place and on whose observance the Customer regularly relies and may rely, the Provider's liability is limited to the typical, foreseeable damage.

(3) Otherwise, the Provider's liability, including for breaches of duty by its vicarious agents, is excluded.

(4) Liability for indirect damage, consequential damage, and lost profits, in particular lost advertising profits, lost marketplace revenues, lost commissions, or reputational damage on third-party platforms (in particular otto.de), is excluded except in the cases set out in paragraph 1.

(5) The Provider's strict liability for initial defects under § 536a (1) Alt. 1 BGB is excluded.

(6) The Customer is obliged to perform regular backups of its data processed via the Service to the extent reasonable. In the case of data loss, the Provider is only liable for the effort that would have been necessary to restore the data with proper customer-side backups in place.

§ 10 Data Protection and Data Processing

(1) The Provider processes personal data in accordance with its Privacy Policy.

(2) Where the Provider processes personal data on behalf of the Customer in the course of providing the Service (in particular when synchronizing OTTO order data containing end-customer information), the parties shall conclude a data processing agreement under Art. 28 GDPR. The relevant agreement is provided by the Provider and forms part of the contractual relationship.

§ 11 Changes to These Terms

(1) The Provider may amend these Terms to the extent necessary due to changes in the legal framework, technical developments, changes to the scope of services, or to close regulatory gaps, provided the Customer is not unreasonably disadvantaged.

(2) Changes will be notified to the Customer in text form (e.g., by email to the contact address on file) at least six (6) weeks before they take effect. If the Customer does not object to the change within six weeks of receipt of the notification in text form, the amended Terms are deemed accepted. In the notification, the Provider will draw the Customer's attention to the significance of silence as well as the Customer's right to object and to special termination.

(3) In case of a timely objection, the Provider is entitled to terminate the contractual relationship ordinarily as of the date the change takes effect.

§ 12 Final Provisions

(1) This Agreement shall be governed exclusively by the laws of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG) and conflict-of-laws rules.

(2) The exclusive place of jurisdiction for all disputes arising out of or in connection with this Agreement shall be Bielefeld, Germany, provided the Customer is a merchant (Kaufmann), a legal entity under public law, or a special fund under public law. The Provider is also entitled to bring suit at the Customer's general place of jurisdiction.

(3) Should individual provisions of these Terms be or become invalid or unenforceable in whole or in part, the validity of the remaining provisions shall remain unaffected. The invalid or unenforceable provision shall be replaced by the statutory rules; any gap shall be filled in a manner that comes as close as possible to the economic purpose of the invalid provision.

Last updated: 2026-10-22