Terms of Use

These Terms of Use ("Terms") apply to all access to and use of the MatchAudit software-as-a-service platform, screening tools, application programming interfaces, dashboards, upload tools, case management features, downloadable outputs, documentation, websites, and related services (together, the "Service").

The Service is provided by MatchAudit UG (haftungsbeschränkt), a company incorporated under the laws of the Federal Republic of Germany ("MatchAudit", "we", "us", or "our").

MatchAudit UG (haftungsbeschränkt) is located at Turmstrasse 7, 65611 Brechen, Germany and is represented by Managing Director Emmi Jose. The company is registered in the commercial register under Amtsgericht Limburg a.d. Lahn, HRB 7665.

By registering for an account, accepting an order form, purchasing a subscription, clicking to accept these Terms, or otherwise accessing or using the Service, the customer identified in the relevant registration, order, or account record ("Customer") agrees to be bound by these Terms.

If the individual accepting these Terms does so on behalf of a legal entity or other organization, that individual represents and warrants that they are authorized to bind that entity or organization.

Any conflicting or deviating customer terms shall not apply unless MatchAudit has expressly agreed to them in writing.

The Service is offered exclusively to entrepreneurs within the meaning of Section 14 German Civil Code (BGB), legal persons under public law, or special funds under public law.

• The Service is not offered to consumers within the meaning of Section 13 BGB.
• The Customer may use the Service only for business or professional purposes.
• MatchAudit may refuse registration, suspend access, or terminate use if it reasonably believes the Service is being used by or for a consumer or outside the permitted B2B scope.

• "Account" means the Customer account established for access to the Service.
• "Authorized User" means an employee, contractor, consultant, or other individual authorized by the Customer to use the Service on the Customer's behalf.
• "Customer Data" means all data and information submitted, uploaded, imported, transferred, or otherwise made available by or on behalf of the Customer through the Service, including names of individuals, company names, dates of birth, nationality, addresses, KYC information, customer records, and similar screening-related data.
• "Output" means screening results, possible matches, alerts, reports, audit files, exports, case summaries, and similar informational output generated by the Service.
• "Sanctions Data" means sanctions lists, restricted-party lists, watchlists, and other compliance datasets made available by public authorities, supranational bodies, or other third-party sources.
• "Personal Data" has the meaning given in the GDPR.
• "DPA" means a data processing agreement, to the extent legally required under applicable data protection law.

MatchAudit provides an automated software platform that enables companies to screen data against Sanctions Data and other compliance datasets and to receive potential matches and related Output.

Depending on the subscription and configuration, the Service may include individual screening, batch screening, case management, audit exports, API access, and related administrative features.

The Service is designed as a technical and informational support tool. It does not replace the Customer's own compliance framework, legal review, export-control review, transaction review, beneficial ownership review, escalation procedures, or internal risk management.

The Customer shall provide accurate, complete, and current account information and keep it updated.

• The Customer is responsible for all activity under its Account and by its Authorized Users.
• The Customer shall ensure that all Authorized Users comply with these Terms and remains responsible for their acts and omissions in connection with the Service.
• The Customer shall keep login credentials, API keys, tokens, and similar access details confidential and protected.
• The Customer shall maintain appropriate internal user administration and promptly revoke access for users who no longer require it.
• The Customer shall notify MatchAudit without undue delay of any suspected unauthorized access, credential compromise, or misuse.

Use of the Service may be subject to subscription fees, usage-based fees, onboarding fees, implementation fees, or other charges as specified in an order form, checkout flow, pricing schedule, or other written commercial terms.

Unless otherwise agreed, fees are payable in advance and are non-cancellable and non-refundable except where mandatory law requires otherwise.

The Customer shall pay all fees when due without set-off, deduction, or withholding except where mandatory law or an undisputed or finally adjudicated claim permits it.

Statutory value added tax and other applicable taxes will be added where required. The Customer is responsible for other taxes, duties, or governmental charges associated with its use of the Service, except taxes based on MatchAudit's net income.

The Customer shall use the Service only in compliance with applicable law, these Terms, and any applicable documentation.

The Customer shall not, and shall ensure that its Authorized Users do not:

• use the Service for unlawful, fraudulent, deceptive, or abusive purposes;
• use the Service to facilitate sanctions evasion, export-control evasion, money laundering, terrorist financing, or other illegal conduct;
• upload or process data that the Customer is not lawfully permitted to process, transfer, or disclose;
• reverse engineer, decompile, disassemble, scrape, mirror, or attempt to derive source code or underlying components of the Service except to the limited extent mandatory law requires such right;
• use the Service to build or train a competing service or for external benchmarking publication without prior written consent;
• interfere with the integrity, availability, or security of the Service or related systems;
• circumvent purchased limits, access controls, or security measures.

As between the parties, the Customer determines whether, to what extent, and for which purposes Customer Data, including Personal Data, is uploaded or processed through the Service for screening purposes.

To the extent MatchAudit processes Customer Data containing Personal Data on behalf of the Customer in order to provide the Service, MatchAudit acts as processor and the Customer acts as controller within the meaning of the GDPR.

• The Customer is solely responsible for ensuring that it has a valid legal basis for all processing and transfer of Customer Data.
• The Customer is responsible for providing notices to data subjects and handling data subject rights where required by law.
• The Customer is responsible for assessing whether special category data, criminal-offence data, or other sensitive data may be lawfully processed.
• Where required by law, the parties shall enter into a DPA before the relevant processing begins.

MatchAudit may act as an independent controller for account administration, billing, fraud prevention, abuse prevention, service security, logging, and compliance with MatchAudit's own legal obligations.

The Customer is solely responsible for all compliance, onboarding, transaction, shipment, payment, export-control, sanctions, and other legal or operational decisions made in reliance on or in connection with the Service and any Output.

• The Customer must independently review and verify all possible matches, alerts, and other Output before taking or refraining from action.
• The Customer remains solely responsible for determining whether a person, entity, vessel, counterparty, beneficial owner, transaction, payment, or shipment is prohibited, restricted, licensable, reportable, or otherwise high-risk.
• The Customer must apply its own risk-based procedures, escalation rules, and human review.

The Service and all Output are provided solely as informational and technical support tools.

MatchAudit does not provide legal advice, regulatory advice, customs advice, export-control advice, tax advice, or other professional advice through the Service unless expressly agreed in a separate written consulting agreement.

Output may identify possible matches, possible risk indicators, or similar screening signals. Output does not constitute a legal or regulatory determination, a clearance, or a conclusion that a person or entity is or is not sanctioned or otherwise restricted.

The Customer must make its own independent assessment and, where appropriate, obtain advice from qualified legal counsel or other advisers.

The Service relies in whole or in part on Sanctions Data and other information obtained from public authorities, supranational bodies, infrastructure providers, and other third parties.

MatchAudit does not control third-party data sources and does not guarantee that such data is accurate, complete, current, authoritative, uninterrupted, available in any specific format, or suitable for the Customer's specific purpose.

The Customer acknowledges that sanctions screening inherently involves false positives, false negatives, transliteration issues, missing identifiers, source-data inconsistencies, timing gaps, and jurisdiction-specific interpretation questions.

To the maximum extent permitted by law, the Service is provided on an "as is" and "as available" basis.

MatchAudit disclaims all warranties, representations, conditions, and undertakings, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, non-infringement, uninterrupted availability, or suitability for a particular legal, regulatory, audit, or customer requirement.

MatchAudit does not warrant that:

• the Service will be uninterrupted or error-free;
• every relevant sanctions match will be detected;
• every potential match will be correct;
• the Service will satisfy all legal, regulatory, or contractual requirements of the Customer;
• the Service will always be available in all jurisdictions.

No uptime, response time, support level, or service level commitment applies unless expressly agreed in a separate written agreement.

The Customer shall not use the Service in any manner that violates applicable sanctions, export-control laws, embargoes, anti-boycott rules, or trade restrictions.

The Customer shall not use the Service to support, conceal, or facilitate sanctions evasion or export-control evasion.

MatchAudit may refuse, suspend, or terminate access where MatchAudit reasonably believes that continued provision of the Service may violate applicable law or create material legal or compliance risk for MatchAudit or its service providers.

Each party shall keep confidential all non-public information disclosed by the other party that is designated as confidential or that a reasonable business recipient would regard as confidential by its nature and the circumstances of disclosure ("Confidential Information").

The receiving party shall use Confidential Information only for the purposes of performing or exercising rights under these Terms and shall protect it with at least reasonable care.

Confidential Information may be disclosed only to employees, contractors, advisers, auditors, affiliates, and subprocessors who need to know it and who are subject to appropriate confidentiality obligations.

MatchAudit and its licensors retain all right, title, and interest in and to the Service, software, interfaces, workflows, logic, documentation, templates, branding, and related intellectual property rights.

Subject to these Terms and payment of applicable fees, MatchAudit grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the subscription term to access and use the Service for the Customer's internal business purposes.

The Customer retains rights in Customer Data. The Customer grants MatchAudit the rights necessary to host, process, transmit, and use Customer Data for the purpose of providing, securing, maintaining, and improving the Service and complying with legal obligations.

MatchAudit may suspend or restrict access to the Service immediately, in whole or in part, if:

• the Customer materially breaches these Terms or applicable law;
• undisputed fees are overdue after notice where notice is commercially reasonable;
• continued access creates a security, legal, sanctions, export-control, or data protection risk;
• MatchAudit is required to do so by law, court order, authority, regulator, or service provider;
• the Customer's use may materially impair the Service or the rights of others.

Either party may terminate for cause if the other party materially breaches these Terms and fails to cure within a reasonable cure period, unless the breach is incapable of cure.

Upon expiration or termination, the Customer's right to access and use the Service ends immediately except to the extent expressly agreed otherwise in writing.

The Customer remains liable for all fees accrued up to the effective date of termination.

Subject to legal obligations and any agreed retrieval period, MatchAudit may delete or render inaccessible Customer Data after termination. The Customer is responsible for exporting any data or output it requires before termination or before the end of any agreed access period.

Provisions which by their nature are intended to survive termination, including those relating to fees, confidentiality, intellectual property, indemnification, limitation of liability, governing law, and jurisdiction, shall survive termination of these Terms.

The Customer shall indemnify and hold harmless MatchAudit, its affiliates, directors, officers, employees, and contractors from and against third-party claims, fines, penalties, losses, damages, and reasonable legal fees arising out of or related to:

• the Customer's or an Authorized User's breach of these Terms;
• Customer Data, including allegations that its collection, transfer, upload, or processing violates data protection law, confidentiality obligations, or third-party rights;
• the Customer's compliance decisions, onboarding decisions, payment decisions, shipment decisions, or failure to verify Output;
• the Customer's violation of sanctions, export-control, anti-money laundering, or similar laws;
• misuse of the Service by the Customer or its Authorized Users.

Nothing in these Terms excludes or limits liability to the extent such exclusion or limitation is prohibited by mandatory law.

In particular, nothing in these Terms excludes or limits liability for intent, gross negligence, injury to life, body, or health, fraud, liability under the German Product Liability Act, or any liability that cannot lawfully be excluded or limited.

Subject to the paragraph above, MatchAudit shall be liable for slight negligence only in the event of a breach of obligations whose performance is essential for providing the Service in its basic agreed form and on whose performance the Customer may regularly rely. In such case, liability is limited to foreseeable damage typical for this type of contract.

For the avoidance of doubt, MatchAudit does not assume responsibility for the Customer's legal or compliance decisions, and regulatory fines, penalties, blocked transactions, and similar downstream consequences remain excluded to the extent permitted by law.

Subject to the mandatory-law carve-outs above, MatchAudit shall not be liable for indirect, incidental, special, punitive, exemplary, or consequential damages, or for loss of profits, revenue, turnover, savings, contracts, business opportunities, goodwill, reputation, expected business, or data, or for business interruption, blocked transactions, cargo delay, demurrage, detention, internal compliance costs, regulatory investigations, fines, penalties, remediation costs, or third-party claims.

Subject to the mandatory-law carve-outs above, MatchAudit shall in particular not be liable for missed sanctions matches, false positives, delayed list updates, source-data errors, missing identifiers, transliteration issues, ownership or control analysis errors, or the Customer's failure to independently review and verify results.

Subject to the mandatory-law carve-outs above, MatchAudit's aggregate liability arising out of or in connection with these Terms shall not exceed the total fees actually paid by the Customer for the affected Service during the twelve months preceding the event giving rise to the claim.

In the case of free access, trials, beta services, proof-of-concepts, or unpaid use, MatchAudit's aggregate liability shall, to the maximum extent permitted by law, be limited to EUR 100.

To the extent legally applicable, strict liability for defects existing at the beginning of the contract under Section 536a paragraph 1 alternative 1 BGB is excluded to the extent permitted by law.

The limitations and exclusions in this Section also apply in favor of MatchAudit's affiliates, directors, officers, employees, contractors, and agents.

MatchAudit shall not be liable for delay, non-performance, service degradation, or unavailability caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, strikes, labor disputes, pandemics, governmental action, sanctions, export restrictions, cyberattacks, internet failures, telecommunications failures, power outages, failures of hosting or infrastructure providers, or failures or changes in third-party data sources.

MatchAudit may update, improve, modify, or refine the Service from time to time.

MatchAudit may amend these Terms where required due to changes in law, regulation, court decisions, security requirements, product development, or business operations.

Material changes will be notified by email, in-product notice, or another reasonable method. Unless a shorter period is required for legal or security reasons, amendments become effective no earlier than thirty days after notice.

These Terms and any non-contractual obligations arising out of or in connection with them shall be governed by the laws of the Federal Republic of Germany, excluding its conflict-of-laws rules and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

To the extent permitted by law, the exclusive place of jurisdiction for all disputes arising out of or in connection with these Terms shall be the registered seat of MatchAudit in Germany.

• Entire agreement. These Terms, together with the applicable order form, subscription confirmation, DPA, and any expressly incorporated service-specific terms, constitute the entire agreement between the parties concerning the Service.
• No waiver. A failure or delay in exercising any right shall not constitute a waiver.
• Assignment. The Customer may not assign these Terms without MatchAudit's prior written consent. MatchAudit may assign these Terms in connection with a merger, acquisition, reorganization, financing, sale of assets, or by operation of law.
• Severability. If any provision is held invalid or unenforceable, the remaining provisions remain in full force.
• Text form. Unless mandatory law requires a stricter form, notices and declarations under these Terms may be made in text form, including by email.

MatchAudit UG (haftungsbeschränkt)
Turmstrasse 7
65611 Brechen
Germany
Managing Director: Emmi Jose
Commercial register: Amtsgericht Limburg a.d. Lahn, HRB 7665

Legal and contractual inquiries may be sent to info@matchaudit.io.