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

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

(2) By selecting a plan and submitting the order form, the Customer submits a binding offer to conclude a usage contract.

(3) The contract is concluded upon receipt of the Provider's express order confirmation by email or upon provision of access credentials — whichever occurs first.

§ 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 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). Payment is made via the payment service providers specified during the order process (e.g., Stripe in the future).

(3) In case of payment default, the Provider is entitled to demand statutory default interest and to suspend access to the Service after an unsuccessful reminder.

(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.

§ 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 to the end of the current billing period and may be declared in text form (e.g., by email to hello@themarketplaceguys.com) or via the cancellation feature provided in the Service.

(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.

§ 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: 2026-05-09