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End User License Agreement (EULA)


Important: Please read this End User License Agreement (EULA) carefully before installing or using the software. By installing or using the software, you agree to the terms of this EULA. If you do not accept this EULA, you may not install or use the software.

1. Definitions

  • “Software” refers to the computer program licensed under this EULA, including all related documentation, updates, and upgrades.
  • “Licensee” refers to you, as the person or company installing or using the Software.
  • “Licensor” refers to the owner of the Software, MTRIX GmbH, which licenses the Software under this EULA.
  • “Terms and Conditions” refers to the Licensor’s General Terms and Conditions of Business and Sale (available at: https://www.mtrix.de/agb-fuer-geschaeftskunden)
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2. Subject Matter of the License, Terms and Conditions

The subject matter of this EULA is the software products listed below: 

  • CEP – Customer Enrollment Portal
as well as any documentation and other accompanying materials. In addition, during the course of the software’s use, all modifications provided by the Licensor, such as updates, upgrades, implementations, or modifications commissioned by the Licensee (customization of the Licensed Software), as well as other modifications and enhancements to this software, shall form part of this EULA, unless otherwise expressly agreed between the Licensor and the Licensee. The General Terms and Conditions apply in addition to the provisions of this EULA. In the event of any conflicts, the provisions of this EULA shall take precedence over the General Terms and Conditions.

3. Grant of License, Prohibition on Assignment

The Licensor hereby grants the Licensee, subject to the condition precedent of full payment of the license fees, a non-exclusive, non-transferable license to use the Software on one or more of the Licensee’s computers, limited in duration to the term of service and unlimited in geographical scope, in accordance with this EULA. The license does not entitle the Licensee to distribute, rent, sell, or sublicense the Software to third parties or to companies or individuals under the Licensee’s control, unless this has been expressly agreed upon in writing between the Licensor and the Licensee. The right to reproduce the Software is limited to the installation of the Software on one or more computer systems in the Licensee’s direct possession for the purpose of use and to reproduction necessary for loading, displaying, running, transfer, and storage of the software, as well as to the right to create a backup copy of the software by a person authorized to do so pursuant to Section 69d(2) of the German Copyright Act (UrhG). The right to decompile the software is granted only subject to the conditions of Section 69e(1)(1) through (3) of the German Copyright Act (UrhG) and within the scope of Section 69e(2)(1) through (3) of the German Copyright Act (UrhG). The grant of the license under this EULA is limited to the term of service agreed upon in the Licensee’s order. Unless a termination date has been agreed upon, the right to use the software shall end upon termination (in writing, at a minimum) by the Licensor or the Licensee. No further rights of use or exploitation of the software are granted to the Licensee. The Licensee may transfer this Agreement in its entirety, as well as the rights and obligations arising from this Agreement, to a third party only with the prior written consent of the Licensor.

4. Restrictions on Use, Duty of Care

The Licensee may not use the Software for the following purposes:

  • Illegal purposes.
  • The development, use, or distribution of malware.
  • Infringement of third-party rights, including copyrights, patent rights, or trade secrets.
  • Removal or alteration of copyright notices or other notices.

The Licensor reserves the right to take (technical) measures to ensure that the Software is used exclusively in accordance with this EULA. To this end, the Licensor is entitled at any time to request from the Licensee an overview of the intended use at the Licensee’s premises, including the number of users set up in the software (user count), and, if necessary, to offset any identified sublicensing by increasing the user counts ordered by the Licensee. This is done by issuing an invoice without prior submission of an offer and may cover both a past period and a future period. The Licensee is obligated to take appropriate measures to ensure that unauthorized third parties cannot access the software, the backup copy, the documentation, or any other accompanying materials provided. In particular, the Licensee is obligated to store the original data carrier (unless the software is made available via download), all existing copies of the software, including the backup copy, and all associated documentation in a location protected from unauthorized access by third parties or on a computer system with appropriate security measures. The costs of storage shall be borne by the Licensee.

5. Fees

License fees shall be determined in accordance with the agreement between the parties at the time the contract is concluded. Unless a service period has been agreed upon and unless otherwise expressly agreed, the license fees for the granting of the rights set forth in this EULA must be paid in full by the Licensee in advance for the agreed service period. The payment becomes due upon conclusion of the contract. If no service period has been agreed upon, the Licensee is obligated to pay the remuneration in advance; in such cases, the remuneration owed becomes due for payment on the third business day of each month. Under no circumstances is the Licensee entitled to claim a reduction by independently deducting the amount of the reduction from the license fees. The Licensee’s claim under the law of unjust enrichment to reclaim the portion of the license fees overpaid due to a justified reduction remains unaffected by this provision.

6. Ownership Rights

The Licensor retains all rights to the Software. This License does not grant the Licensee any ownership rights to the Software.

7. Warranty

If the Licensee discovers any defects in the Software, the Licensee must notify the Licensor immediately, at a minimum in writing. The Licensor is obligated to remedy the reported defects in the Software within a reasonable period of time. In remedying the defects, the Licensor has the option to choose between repair and replacement. The costs of remedying the defects shall be borne by the Licensor. The Licensee must grant the Licensor the access to the Software necessary for the purpose of remedying the defects. In all other respects, the statutory provisions apply.

8. Limitation of Liability

The provisions of the General Terms and Conditions apply to the Licensor’s liability, with the proviso that the Licensor’s liability for defects existing at the time of conclusion of the contract within the meaning of § 536a BGB is excluded, unless a case exists in which liability is not limited even under the General Terms and Conditions.

9. Term and Termination

The term of this EULA corresponds to the service period agreed upon in the Licensee’s order. If no service period has been agreed upon, this EULA is entered into for an indefinite period and terminates automatically, without the need for notice of termination, if the Licensee uninstalls the Software or ceases to use it. The right to terminate the agreement for cause remains unaffected. Upon the expiration of the term of the agreement or the effective date of termination, the Licensee must cease using the Software, delete all copies of the Software, and, at the Licensor’s discretion, immediately return or destroy any accompanying materials (such as documentation).

10. Governing Law

This EULA is governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods and German conflict of laws provisions. If the Licensee is a merchant, a legal entity under public law, or a special fund under public law, or does not have a general place of jurisdiction within Germany, the place of jurisdiction shall be the Licensor’s registered office; however, the Licensor is entitled to initiate legal proceedings at the Licensee’s general place of jurisdiction as well. Mandatory statutory provisions, in particular those regarding exclusive jurisdiction, remain unaffected.

11. Data Protection

The parties shall comply with all applicable data protection regulations, in particular those of the GDPR and the BDSG. The parties shall enter into a data processing agreement (Art. 28(3) GDPR) if necessary.

12. Severability Clause

Should any provision of the EULA be or become invalid or unenforceable, or should this EULA contain a loophole, this shall not affect the validity of the remainder of the EULA. These provisions do not merely reverse the burden of proof but exclude the application of Section 139 of the German Civil Code (BGB). In the event of a gap, the valid and enforceable provision that most closely approximates the legal and economic purpose of the EULA shall be deemed agreed upon.