Terms & Conditions

§ 1 Description of Services

Metropolis Solutions GmbH operates a website called TheLabelFinder.com, which is a search portal, on which natural and legal entities and corporations registered as customers with Metropolis Solutions GmbH (hereinafter referred to as “Customers”) offer stores, labels, merchandise and services of all kinds (hereinafter referred to as “items”), provided such offers are not in conflict with legal provisions or these GTC. The purpose of this service is to allow interested users (hereinafter referred to as “users”) to perform worldwide research for stores and labels. Metropolis Solutions GmbH does not offer any items for sale itself. The purchase of items via the TheLabelFinder.com website is not possible.
Metropolis Solutions GmbH promotes its TheLabelFinder.com website and may grant third parties access to the data and information pertaining to the items offered for this purpose to allow said parties to promote these items on their own websites, in software applications and in e-mails.
The TheLabelFinder.com website provides Customers with the technical option to use the TheLabelFinder.com website within the scope made available by Metropolis Solutions GmbH to publish their own content or to have same published by Metropolis Solution GmbH. The Customers shall be liable for any and all content they use for publication on the TheLabelFinder.com website. Metropolis Solutions GmbH principally does not verify the content published by Customers on TheLabelFinder.com website and same does not represent the opinions of Metropolis Solutions GmbH.
The offers and content of Customers can also be accessed on TheLabelFinder.com websites in other countries. Certain components of the offers can be automatically translated for this purpose.
Metropolis Solutions GmbH does have the right to technically process, prepare and adapt offers and content of Customers so that same can also be displayed on mobile end devices or software applications of third parties.
Metropolis Solutions GmbH does perform only a very limited verification of the data stored upon registration, given that the identification of individuals on the Internet is only possible to a limited degree. Despite various security precautions it can therefore not be ruled out that incorrect contact data has been stored for a customer account. Each customer is therefore required to verify the identity of any contract partner himself or herself.
As a matter of principle, Metropolis Solutions GmbH does not verify contents published on TheLabelFinder.com website for its legality, correctness and completeness.

§ 2 Purpose and Scope of the License Agreement

Metropolis Solutions GmbH provides Customers of TheLabelFinder.com website with the functions described in § 1. Metropolis Solutions GmbH may make the utilization of TheLabelFinder.com website or individual functions of the TheLabelFinder.com website or the scope within which the individual functions and services can be used contingent upon certain prerequisites, such as the verification of registration data.
Despite the absence of the legal obligation to do so, Metropolis Solutions GmbH reserves the right to introduce measures that can delay the publication of offers and content on the TheLabelFinder.com website for security reasons.
Customers shall be entitled to utilize the TheLabelFinder.com website and its functions only within the framework of a reasonable state-of-the-art. Metropolis Solutions GmbH may temporarily limit its services if this is necessary as a result of capacity limitations, security, or server integrity or for the performance of technical measures and same serves the proper or improved rendering of services (maintenance work). In such cases, Metropolis Solutions GmbH shall take into account the justified interests of its Customers, e.g. by way of advance notice. The above provision shall be without prejudice to § 19 of these GTC.

§ 3 Scope of these GTC

These General Terms and Conditions shall apply to all deliveries and services rendered by Metropolis Solutions GmbH on behalf of its Customers.
Conflicting or deviating terms of the Customer shall not be accepted by Metropolis Solutions GmbH unless the latter has expressly consented to them in writing. This shall also apply if Metropolis Solutions GmbH, being aware of the conflicting terms of the Customer, performs the delivery or service without raising objections.
Unless stipulated otherwise, the agreements made between the parties individually shall prevail.
Changes to these GTC shall be communicated to the Customer in writing or via e-mail subject to the latter’s preference. They shall be deemed approved if the Customer does not object in writing or via e-mail. Any objection shall be sent to Metropolis Solutions GmbH within six weeks after the announcement of the changes. In the announcement, Metropolis Solutions GmbH shall alert the Customer to said consequences.

§ 4 Sanction, Suspension and Termination

Metropolis Solutions GmbH has the option to implement the following measures if there are concrete indications that the customer is in breach of statutory provisions, third party rights or of the Metropolis Solutions GmbH GTC or if Metropolis Solutions GmbH has any other vested interest, in particular in the protection of other Customers and users from fraudulent activities:
- Deletion of offers or other content
- Warning notice to Customers
- Restriction of the utilization of the TheLabelFinder.com website
- Preliminary suspension of access
- Permanent suspension of access
In choosing the measure, Metropolis Solutions GmbH shall take the vested interests of the affected Customer into account, in particular those that indicate that the customer is not responsible for the violation.
Metropolis Solutions GmbH may permanently exclude a Customer from the utilization of the TheLabelFinder.com website (permanent suspension) if the Customer
- has provided incorrect contact data, in particular a wrong or invalid e-mail address,
- causes substantial damages to Metropolis Solutions GmbH customers or Metropolis Solutions GmbH, in particular if the Customer misuses services rendered by Metropolis Solutions GmbH,
- is in default with two subsequent fee payments,
- any other important cause is in place.
Once a Customer is permanently suspended, the Customer is not eligible for reinstatement of the suspended customer account.
As soon as a Customer has been permanently suspended, this Customer shall also be prohibited from utilizing the TheLabelFinder.com-Website with other customer accounts or from re-registering.
Metropolis Solutions GmbH shall have the right to terminate the licensing agreement at any time giving 14 days notice to the end of the month. This shall be without prejudice to the right to suspend any account.

§ 5 Offer and Conclusion of the Contract

The type, scope and specification of the services as well as the delivery and performance deadlines of Metropolis Solutions GmbH shall be governed by the offer made on the basis of these General Terms and Conditions, as well as the service specification and the price overview these GTC make reference to. Within the scope of the service specifications, TheLabelFinder.com offers fixed contract terms for individual contract packages. Same shall be automatically extended by the same time period for which they were originally contracted if the Customer pays the invoice issued by Metropolis Solution GmbH within 30 days after the invoice date. If the Customer does not pay the invoice within 30 days, the Customer is automatically downgraded to the basic version.
All offers and cost estimates submitted by Metropolis Solutions GmbH are non-binding, unless they have been expressly designated as binding by Metropolis Solutions GmbH in writing.

§ 6 Rendering of Services

Metropolis Solutions GmbH shall render its services pursuant to the contractual agreements in a prudent manner and with the diligence of a business professional as well as in compliance with a reasonable state-of-the-art.
Metropolis Solutions GmbH shall itself determine and be responsible for the type and method of performing its services; it shall have the right to assign services to sub-contractors within the scope of applicable laws.
Unless otherwise explicitly agreed upon in writing, the responsibility for the selection of the commissioned items and for the anticipated results shall be solely with the Customer.
If any promised services are not available because Metropolis Solutions GmbH has not received deliveries from its suppliers and the inventory of Metropolis Solutions GmbH for certain service items has been exhausted, the latter shall have the right to render services equivalent in quality and price. If the rendering of services that are at least equivalent in terms of quality and price, Metropolis Solutions GmbH shall have the option to rescind from the contract and shall no longer be required to render the promised services. In such a case, Metropolis Solutions GmbH shall undertake to notify the Customer of the non-availability immediately and to promptly reimburse to the Customer any payment already made.

§ 7 Prohibited Items and Content

It shall be absolutely prohibited to publish or have published advertisements, photos, labels or other descriptions or depictions that violate statutory requirements, third party rights or common ethics on the TheLabelFinder.com website or to offer same through Metropolis Solutions GmbH or to submit search requests for same. In individual cases, Metropolis Solutions GmbH reserves the right to be more stringent than the statutory provisions.
It shall be absolutely prohibited to publish content on the TheLabelFinder.com website that violates statutory requirements, third party rights or common ethics.

§ 8 General Fundamentals

Customers utilizing the TheLabelFinder.com website or any other services offered by Metropolis Solutions GmbH shall undertake to comply with applicable laws. Each Customer shall be individually responsible to ensure that offers or content published comply with applicable laws and do not infringe upon any third party rights.
It shall be the responsibility of Customers to ensure that the information visible and stored on the Metropolis Solutions GmbH website required as evidence, for accounting purposes, etc., are archived on a storage medium that is autonomous from Metropolis Solutions GmbH.
Customers shall not be permitted to use addresses, contact data and e-mail addresses they have received in conjunction with the utilization of the TheLabelFinder.com website for any other purposes than for contractual and pre-contractual communications. In particular, it shall be prohibited to re-sell said data or to use it for advertising, unless the respective Customer has expressly consented to such use beforehand.
Metropolis Solutions GmbH reserves the right to modify the structure of its search portal within the scope of its principle provided this is tolerable for the Customers in consideration of the justified interests of Metropolis Solutions GmbH.

§ 9 Default and Deadlines for Deliveries and Services

Delivery and service time stipulations shall be binding only if they have been confirmed by Metropolis Solutions GmbH in writing and if the customer has communicated all information required for the performance of the service or deliveries properly and in a timely manner and has provided the respective documents accordingly.
In the event of retroactive changes to the order, Metropolis Solutions GmbH shall have the right to adjust bindingly agreed upon deadlines and expenditures accordingly.
Delivery and service times shall be extended in conjunction with the reasonable scope if Metropolis Solutions GmbH is hampered in the fulfillment of its obligations as a result of force majeure or other unforeseeable and/or exceptional events that are beyond the control of Metropolis Solutions GmbH and that cannot be averted despite reasonable care. All service levels shall be rendered suspended throughout the duration of any event pursuant to Sentence 1.
Metropolis Solutions GmbH shall have the right to make partial deliveries or render partial services provided this is acceptable for the Customer.

§ 10 Acceptance

Work and installation services rendered for the Customer by Metropolis Solutions GmbH shall be due for Customer’s written, e-mail or any other form of acceptance made available by Metropolis Solutions GmbH immediately.
Irrelevant deficiencies shall not entitle the Customer to refuse the acceptance.
Until Metropolis Solutions GmbH receives Customer’s written acceptance declaration it shall not make the rendered services productive.
In the event that the Customer should fail to grant the acceptance for any reason other than a deficiency, the acceptance shall be deemed given if the customer does not object to the acceptance in writing within one week after the provision of the service for acceptance citing plausible reasons.

§ 11 Term of the Contract and Termination

The effective date or the contract and its term as well as the termination conditions shall be determined by the respective offer, service certificate or individual agreements.
Unless otherwise agreed upon (e.g. as a result of the agreement on individual service packages), the contract shall be made for an indefinite period of time and shall be terminable by either party at any time giving 30 days notice.
This shall be without prejudice to the right to terminate the contract exceptionally and with immediate effect in the event of an important cause. An important cause, from Metropolis Solutions GmbH’s point of view shall have occurred in particular if
1. the Customer is in default of payment of the agreed upon fee for two consecutive deadlines or if the customer, during a period spanning more than two deadlines is late in paying the fee in an amount equivalent to the compensation for two months;
2. the Customer is insolvent or Customer’s assets have become the target of initiated insolvency proceedings or if the application for insolvency proceedings against the Customer’s assets has been denied due to lack of substance. Upon application for the initiation of insolvency proceedings against Customer’s assets, Metropolis Solutions GmbH shall, however, not have the option to terminated based on default in the payment of the fees incurred prior to the filing date or based on a decline in the asset situation of the Customer;
3. the Customer breaches critical contractual obligations, in particular the contractual obligation to observe the law when utilizing the contractual services of Metropolis Solutions GmbH and if such violations do not immediately cease upon being put on notice or being notified of the suspension of the content by Metropolis Solutions GmbH;
4. a sub-contractor or supplier assigned by Metropolis Solutions GmbH terminates or ends the contractual relationship with Metropolis Solutions GmbH for reasons Metropolis Solutions GmbH is not responsible for.
All termination notices shall be given in writing.

§ 12 Remuneration and Payment Options

The amount of remuneration to be paid by the customer shall be determined by the service description and by the price list or by the offer or any other individual contractual agreement between the parties.
Unless otherwise expressly stipulated, all prices shall be net prices in EUR and shall be subject to additional applicable value added tax.
Metropolis Solutions GmbH shall have the right to bill partial services.
All invoices shall be payable based on the stipulated invoice amount net within 14 calendar days after the date of invoice.
If, in the event of automatic drafting of the fees from the Customer’s account, such a draft is denied for lack of funds, Metropolis Solution GmbH shall have the right to demand a refund of any expenses from the Customer.
In the event that the Customer should be in default of payment of the invoices due, the Customer shall be required to pay late fee interest in the amount of 5 % above the applicable prime rate, provided the customer does not prove that the interest damages incurred by Metropolis Solutions GmbH were in fact lower. This shall be without prejudice to Metropolis Solutions GmbH’s option to cite other entitlements.
The Customer shall have the right to set off receivables only, if Customer’s receivables have been found legally final by a court of law or if they are undisputed or have been accepted by Metropolis Solutions GmbH in writing. The Customer shall have a right to withhold only if the Customer’s entitlement is based on the same contractual relationship.

§ 13 Liability and Compensation for Damages

Metropolis Solutions GmbH shall be liable for damage compensation claimed by the Customer insofar that if
1. it, one of its legal agents or representatives is guilty of an act of intent or gross neglect,
2. the damage stems from the absence of a guaranteed characteristic or any other non-fulfillment of an expressly granted warranty, provided the described warranty scenario has occurred and the Customer was to be protected from the damages incurred by such a warranty,
3. the damages incurred are culpable damages resulting from the injury of life, personal injury or health damages or
4. the entitlements arise from the product liability act or
5. the entitlements are based on other mandatory statutory liability requirements.
Moreover, Metropolis Solutions GmbH shall also be liable for damages resulting from a breach of a critical contractual duty (cardinal duty) that has to be fulfilled for the proper performance of the contract to even be possible and if the customer has a right to trust in the compliance with same; however, in such cases the amount of liability shall be limited to the typically foreseeable damages.
The liability for interruptions, disturbances or other damage causing events resulting from telecommunications services of Metropolis Solutions GmbH or third parties, for whom Metropolis Solutions GmbH is liable, shall be limited to the amount Metropolis Solutions GmbH can subrogate from the respective telecommunications service provider. Metropolis Solutions GmbH shall not be liable for the functioning of the telephone lines connected with the contract relevant server or in the event of power or server failures beyond it s control.
Any other liability shall be excluded.
Metropolis Solutions GmbH shall have the option to introduce the objection of shared responsibility.

§ 14 Participation Requirements

Upon request, the Customer shall make available to Metropolis Solutions GmbH all information and documents required for the rendering of the services – in a timely manner and free of charge – in particular information on existing equipment, devices, software and software components that are supposed to interact with the services rendered.
If required for the rendering of the services and upon mutual agreement, Metropolis Solutions GmbH shall have the right to perform work on the premises of the Customer. In such a case the Customer shall allow all access to the premises required to render such services on location to staff designated by Metropolis Solutions GmbH at no cost to the latter and promptly and shall grant the required access authorizations, in particular to operations buildings and rooms, as well as computers and data within the scope of rendering the services.
The Customer shall ensure the availability of an adequately qualified and authorized contact.
The Customer shall notify Metropolis Solutions GmbH promptly of any changes to Customer’s address, company name, business domicile, billing address and bank account, for which the Customer has given Metropolis Solutions GmbH an automatic withdrawal authorization.
Upon request, the Customer shall support Metropolis Solutions GmbH in the determination, analysis and elimination of defects and shall participate accordingly. Moreover, the Customer shall participate in the prevention and reduction of damages.
The Customer shall undertake to properly dispose of the delivered goods upon completion of their use at Customer’s own expense and pursuant to applicable laws.
In the event that the non-fulfillment or improper fulfillment of a participation requirement should be the reason as to why Metropolis Solutions GmbH cannot provide a service in the contractually agreed upon manner, such a failure shall not be a breach of contract on the part of Metropolis Solutions GmbH. Metropolis Solutions GmbH shall not be held liable for any resulting damages. In the event of shared responsibility, § 254 BGB (German Civil Code) shall apply accordingly.
The individual agreements, service descriptions and any supplementary terms and provisions may result in additional participation requirements.

§ 15 Data Back-up and Blocking of Viruses

The Customer shall undertake to make periodic back-ups of data and to block viruses in compliance with the state-of-the-art.

§ 16 Tolerance Obligations

Metropolis Solutions GmbH shall have the right to abort requests; job and transaction progressions or similar cyclic and recurring automated services started by the customer and sent to Metropolis Solutions GmbH if they are such that they can substantially hamper the server’s performance (e.g. Spam, CGI scripts).
Metropolis Solutions GmbH shall promptly notify the Customer of respective measures taken.
Metropolis Solutions GmbH shall have the right to switch off all affected applications, infrastructures and systems provided same pose or cause security problems that are not insignificant or if any such problem has already surfaced.
The above security measures shall not be construed as exceptional reasons to terminate and shall not entitle the Customer to reduce the agreed upon remuneration or to rescind from the contract. This shall be without prejudice to Customer’s right to demand compensation for damages from Metropolis Solutions GmbH pursuant to § 13 of these GTC.

§ 17 Material and Legal Defects, Other Performance Problems

For any deliveries and services subject to statutory material and legal defects liability, Metropolis Solutions GmbH warrants compliance with the agreed upon or standard quality characteristics.
In the event that the parties should desire to agree upon a quality covenant beyond a guarantee, they shall do so explicitly in writing. Information provided in catalogs, price lists and other information material provided to the Customer shall not be construed as such guarantees for special quality characteristics of the items delivered.
The deficiency rights of the Customer shall be subject to the latter’s compliance with the examination and complaint obligations pursuant to § 377 HGB (German Trade Law). Deficiencies found shall be reported to Metropolis Solutions GmbH by the customer immediately.
In the event that delivery or service items should have a deficiency at the time the risk is transferred, Metropolis Solutions GmbH shall eliminate the defect within a reasonable period of time and at no cost to the Customer or shall deliver an item that is free of defects (remedial fulfillment).
Metropolis Solutions GmbH reserves the right to make two remedial fulfillment attempts. Metropolis Solutions GmbH shall make the decision whether to eliminate the defect or supply an item free of defects at its discretion, provided the Customer can be expected to accept not just one type of remedial fulfillment.
In the event that no remedial fulfillment is completed within a reasonable period of time or if same fails, or if same is intolerable for the customer or if Metropolis Solutions GmbH has refused to perform same, the Customer shall have the right to rescind from the contract or to demand a price reduction. Metropolis Solutions GmbH shall pay damage compensation due to deficiencies or reimburse expenditures incurred in vain within the scope of the limitations of § 13 of the GTC.
Customer’s entitlements arising from material defects shall not extend to services modified by the Customer or that are not used within the contractually agreed upon system environment; unless the customer proves that the use is not responsible for the indicated deficiency.
The statute of limitations for entitlements based on defects shall be 12 months as of the date of risk transfer, provided the Customer is not a consumer.
In the event that Metropolis Solutions GmbH should fail to render services beyond the material and legal deficiency liability or fail to render same properly or in the event that Metropolis Solutions GmbH commits any other breach of duty, the Customer shall always be required to report such conduct to Metropolis Solutions GmbH in writing. In such cases, the Customer shall allow Metropolis Solutions GmbH a reasonable period of time within which Metropolis Solutions GmbH shall have the opportunity to complete the proper fulfillment of the service.

§ 18 Copyrights, Licensing Rights

All rights to the work product rendered by Metropolis Solutions GmbH in the fulfillment of its obligation to perform, in particular the copyright, the title to inventions and other intellectual property rights, shall remain with Metropolis Solutions GmbH.
Unless otherwise agreed upon, the Customer shall receive a simple licensing right to the work product for the contractually intended utilization upon complete payment of the remuneration due to Metropolis Solutions GmbH. Any use, reproduction or sharing with third parties by the customer beyond the contractually agreed upon purpose shall be prohibited.

§ 19 Indemnification by the Customer

In the event that Metropolis Solutions GmbH should become the target of third party claims as a result of the services to be rendered under this contract, the Customer shall undertake to reimburse to Metropolis Solutions GmbH any damages incurred in the past, present or future and shall indemnify and hold harmless Metropolis Solutions GmbH against damage and cost reimbursement claims of third parties resulting from the breach. The aforementioned indemnification shall cover all cases in which contract violating or other illegal conduct or alleged illegal conduct of the Customer in relation to third parties is cited as the cause for the targeting of Metropolis Solutions GmbH by the third party. The entitlement to indemnity shall also comprise the obligation to completely indemnify Metropolis Solutions GmbH against any legal defense fees (court costs and attorney’s fees, etc.).
This shall be without prejudice to any other rights of Metropolis Solutions GmbH, in particular those related to the suspension of contents and to extraordinary termination.

§ 20 Data Protection

Metropolis Solutions GmbH points out that personal data of the Customer and of the users shall be generated, processed and utilized to the effect necessary for rendering the services and for billing same.

§ 21 Final Provisions

For the assignment of receivables from Metropolis Solutions GmbH to become effective, the advance written consent of Metropolis Solutions GmbH shall be obtained.
The governing law is the law of the Federal republic of Germany under exclusion of the uniform UN Convention on the International Sale of Goods (CISG).
The contract language is German.
The sole place of jurisdiction for all disputes arising from or in connection with this contract is Berlin, provided the customer is a professional merchant. Metropolis Solutions GmbH shall retain the right to file or initiate law suits at the Customer’s general place of jurisdiction.
Modifications or additions to this contract shall be made in writing. This shall also apply to this written form clause. With the exception of terminations, the making of declarations of intent shall be considered to have met this written form requirement also if same has been done electronically and in conjunction with the use of an electronic signature. In the event that the configuration menu allows the termination of the service, its use, shall meet the requirements of written form.