These Terms and Conditions (“T&Cs”), together with any order forms or quotations between the Parties (the “Contract”) govern the use of the Matrix One product - the Matrix Req.

Matrix One is a unified brand under which Matrix Requirements GmbH operates. The contracting party for Matrix Req is Matrix Requirements GmbH, a company duly incorporated and existing under the laws of Germany, with its registered office at Kehler Straße 22, 77694 Kehl, Germany, HRB Freiburg i. Br. 712907. Throughout these T&Cs,  “Matrix One”, “we”, “us”, or “our” refers to Matrix Requirements GmbH as the provider of the Matrix Req.

Please read this document carefully before accessing or using Matrix Req.

We care about your success and believe in establishing genuine long-term relationships with our customers, which is why it is important to us that our terms are plain and clear. Should you nevertheless have any questions or concerns about this document, please call us at +49 7802 931 4892 or send us an e-mail via our contact form. Also, look at our company page to get to know us a little better. 

1. DEFINITIONS

1.1 “Matrix Req” or “Product”  refers to a software as a service platform (SaaS) tailored for medical device companies that streamlines their product lifecycle through features encompassing design controls, quality management systems (eQMS) and technical documentation management. More detailed information can be found on our website.

1.2 “Contract” means an order form(s) or quotation(s) signed by a Customer and containing details of the Product and services to be provided by Matrix One to Customer and other general terms of the order.

1.3 “License Fee” means the fees set forth in a Contract to be paid by Customer for specific Subscription Plan.

1.4 "Subscription Plan" means a subscription to use the Matrix Req, which differs depending on its features and the number of users. All Subscription Plans we offer can be found on our pricing page.  Subscription Plans are provided on a recurring basis (monthly or yearly) depending on the needs and preferences of customers.

1.5 "Price List" means prices available on our website at the pricing page. 

2. WHEN DO THESE TERMS APPLY?

2.1  You are accepting these T&Cs on behalf of a company or other legal entity (“Customer” or “you” or “your”). You agree, represent and warrant that you have the authority to bind your company to these T&Cs. These T&Cs apply to all current and future business relationships between us and our customers. 

2.2 By entering into a business relationship with Matrix One or accessing or using Matrix Req in any way, whether you have created your own Matrix Req site (by subscribing to our services) or are invited to someone else's site as a project member, or are just browsing around, you agree to the terms and conditions written in these T&Cs. 

2.3 Whenever software of third-party manufacturers is included in the scope of a Contract, the license provisions of such manufacturer are also part of a Contract and shall be complied with by the Customer.

2.4 Other terms and conditions, unless approved in writing by Matrix One, do not apply.

2.5 Your access and use of Matrix Req is always subject to the most current version of these T&Cs. We will notify you as a contracting party every time we make a change to the T&Cs.  

3. WHICH SERVICES DO WE PROVIDE?

3.1 Rights to Use 

Matrix One grants a Customer a limited, non-exclusive, non-transferable right to access and use its software products and any necessary customization via a web browser subject to these T&Cs. The software products may only be used for internal business purposes unless separately agreed by a contract. The rights granted do not imply a transfer of title.

3.2 Matrix One Materials

Matrix One materials are all the information, data, documents (e.g. white papers, press releases, datasheets, FAQs etc.), communications, downloads, files, text, images, photographs, graphics, videos, webcasts, publications, content, tools, resources, software, code, programs and products produced by Matrix One (“Matrix One Materials”). 

3.3 Delivery of the Software 

3.3.1 Matrix One transfers the software products as described in the order confirmation and for the duration of the respective license. 

3.3.2 Matrix One provides auto-renewal Subscription Plans to Customers unless other terms are stated in a Contract. 

3.3.3 The Customer needs a modern web browser (latest version of Google Chrome or compatible (Edge, Brave, Opera), Safari, Firefox. Chrome or compatible required for administration) with cookies and JavaScript enabled. The Customer has to be able to access the Matrix One products servers on port 443 (https).

4. INTELLECTUAL PROPERTY

4.1 Matrix One owns all Intellectual Property Rights in the Matrix One Materials unless otherwise agreed upon in writing. The trademarks, logos and service marks displayed on the Matrix One site are the property of Matrix One, or other third parties. You are not permitted to use them without the prior written consent of Matrix One or such third party that may own the marks.

4.2 Under no circumstances shall the Customer have the right, without Matrix One’s written consent, to copy, modify, adapt, create derivative works based on or rent, loan or sublicense in any other way the Matrix Req, to reproduce it publicly or make it accessible or available to third parties. Customer agrees not to decompile, reverse engineer or otherwise attempt to discover the source code of the software. Any copying or redistribution of the software or of parts thereof is prohibited by law and may result in severe civil and criminal penalties.

4.3 Customer agrees 

• not to remove any copyright or other proprietary notices contained in the Matrix One Materials.

• not to copy or distribute any graphics in the Matrix One Materials apart from their accompanying text.

• not to quote or display Matrix One Materials, or any portions thereof, out of context.

4.4 Matrix One does not claim intellectual property rights over data entered by customers on Matrix Req. 

By posting or submitting your user materials, you represent and warrant that you own or otherwise control all of the intellectual property rights and other rights to your user materials as described in these T&Cs, including all the rights necessary for you to post or submit your user materials.

In addition, by posting or otherwise submitting your user materials that contain images, photographs, pictures, videos, webcasts or that are otherwise graphical in whole or in part (“Images”), you represent and warrant that: (a) you own the copyright in such Images, or that you have obtained all necessary license(s) from the copyright owner(s) of such Images to use such Images, or portions thereof, in keeping with your use in connection with Matrix Req and as otherwise permitted by these T&Cs; (b) in the event you choose to grant licenses and sublicenses to such Images, you have the rights necessary to grant the licenses and sublicenses described in these T&Cs; and (c) you have received consent from all persons depicted in such Images to use the Images, including the distribution, public display, public performance and reproduction of such Images.

You are responsible for all of your user materials that you submit via Matrix Req. You shall assume all risks associated with the use of your user materials including any reliance on the accuracy, completeness or usefulness of your user materials. Matrix One does not guarantee the accuracy, integrity or quality of your user materials.

5. AI FEATURES AND USE OF THIRD-PARTY PROVIDERS

5.1 The Matrix Req may include AI features powered by solutions from third-party AI providers. These features are used only where a valid zero data retention agreement exists between Matrix One and the provider, or where data minimization measures are applied in accordance with applicable law or to prevent malicious use of services.

5.1.1 Matrix One uses AWS Bedrock, a fully managed service that provides access to leading foundation models from several providers. Where AWS Bedrock or other AI third-party services are used, Matrix One will ensure that:

• data processing complies with applicable data protection laws;

• zero data retention agreements are in place where applicable;

• data or interactions with foundation models are processed in real-time, and once the specific AI model generates a response, the data is immediately deleted and not retained for any purpose;

• customer data remains under the ownership and control of the customer at all times;

• customer data is not used to train AI models or for any purpose beyond the specific, authorized processing task;

• any private customization of models will be performed securely, without transferring data ownership or violating confidentiality obligations.

6. HOW TO USE MATRIX ONE MATERIALS

Customers agree that they shall not:

• Use the credentials of or make user credentials available to another individual. Our licenses are granted per user and can only be used by the designated individuals. Matrix One will not be liable for any loss that you may incur if someone else uses your password or account with respect to the site or any services or materials, either with or without your knowledge.

• Use or attempt to gain access to another’s user or company account, password, data, or computer systems or networks connected to any Matrix One Materials server.

• Use any materials in any manner that infringes any intellectual property rights or other rights of any party.

• Disrupt or interfere with the security of, or otherwise cause harm to, the Matrix Req service, systems resources, accounts, passwords, servers or networks connected to or accessible through the Matrix Req or any affiliated or linked sites.

• Post or otherwise submit any software, programs or files that are harmful or disruptive of another's equipment, software or other property, including any corrupted files, time bombs, Trojan horses, viruses and worms.

• Disrupt, interfere with or inhibit any other user from using and enjoying the Matrix Req service or other affiliated or linked sites, materials or services.

• Access or use the Matrix Req in any manner that could damage, disable, overburden or impair any Matrix Req server or the network(s) connected to any Matrix Req server.

• Violate any applicable laws or regulations related to the access to or use of the Matrix Req, or engage in any activity prohibited by these T&Cs.

• Violate the rights of Matrix One or any third party (including rights of privacy and publicity) or abuse, defame, harass, stalk or threaten another.

• Use any Matrix One domain name as a pseudonymous return email address.

7. IN CASE OF COPYRIGHT INFRINGEMENT

Matrix One reserves the right to terminate the accounts of users who infringe the intellectual property rights of others.

If you believe that your work has been used or copied in a way that constitutes copyright infringement and such infringement is occurring on Matrix Req or on sites linked to from Matrix Req, please provide written notification of claimed copyright infringement, which must contain the following elements:

• A physical or electronic signature of the person authorized to act on behalf of the owner of the copyright interest that is alleged to have been infringed;

• A description of the copyrighted work or works that you claim have been infringed and identification of what content in such work(s) is claimed to be infringing and which you request to be removed or access to which is to be disabled;

• A description of where the content that you claim is infringing is located on the Matrix Req;

• Information sufficient to permit Matrix One to contact you, such as your physical address, telephone number, and e-mail address;

• A statement by you that you have a good faith belief that the use of the content identified in your notice in the manner complained of is not authorized by the copyright owner, its agent, or the law;

• A statement by you that the information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner's behalf.

8. PAYMENT

8.1 The License Fees owed by a Customer to Matrix One are stated in a Contract. Incremental users added to the Subscription Plans will adjust License Fee accordingly.  Invoices for incremental users will be issued on a monthly basis throughout a Contract term based on the per-user rate for the additional users unless otherwise agreed.

8.2 The License Fee is due monthly in advance unless otherwise agreed. The default payment method is a credit card with automatic renewal unless another payment option has been individually agreed upon or provided for in these terms (payment by invoice).

8.3 Matrix One may increase the Price List which will result in an adjustment to the License Fee.

8.3.1 Matrix One will notify Customers about the amount of price increase and when the adjusted License Fee becomes effective in advance unless other terms are stated in a Contract. 

8.3.2 If the Customer does not agree to the adjusted License Fee, a Customer may terminate the Contract as stated in clause 13.6.

8.4 Matrix One may suspend the service until fees are paid. You will be automatically in default 30 days after the receipt of the invoice, without requiring a reminder. No prior notice is required in this case.

8.5 If you are in default with the payment of the License Fee, Matrix One is entitled to charge interest at the rate of nine percent of the then current basic rate of interest in accordance with Sec. 288 para. 2 German Civil Code (“BGB”). However, we reserve the right to claim further damages.

9. SERVICE LEVEL AGREEMENT 

9.1 Service Level Commitment 

9.1.1 During the Subscription Term for which Matrix One has agreed to provide a relevant SaaS product to you, we will use commercially reasonable efforts to provide a Monthly Uptime Percentage to you of at least 99.9% ("Service Level Commitment"). Monthly Uptime Percentage means the number of minutes the services are accessible and not suffering from a Service Outage as reported to Matrix One by the Customer during each calendar month, divided by the total number of minutes in the calendar month.

9.1.2 The Service Level Commitment does not include unavailability due to: 

(a) Customer’s use of the SaaS products in a manner not authorized in the T&Cs or not in accordance with the applicable documentation; 

(b) force majeure events or other factors outside of Matrix One’s reasonable control, including, without limitation, Internet access, denial of service attacks, or related problems; 

(c) Customer’s equipment, software, network connections or other infrastructure; 

(d) Customer’s abnormal use of the application, either directly or through the REST API; 

(e) third-party equipment, apps, add-ons, software or technology (other than Matrix One agents and subcontractors);

(f) routine scheduled maintenance or reasonable emergency maintenance; or

(g) scheduled upgrade, including Customer upgrade to a new version of the product.

9.2 Service Credit

9.2.1 If Matrix One fails to meet a Service Level Commitment in a particular calendar month, the Customer can be entitled to a credit based on (a) the monthly fees invoiced for the affected SaaS product they have provisioned in the month of failure, if they have a monthly subscription plan or (b) one twelfth of annual fees invoiced for the affected SaaS product they have provisioned if they meet the requirements as set forth in clause 9.2.2.

9.2.2 To receive a Service Credit, the Customer has to submit a request for Service Credit within fifteen (15) days after the end of the relevant calendar month by submitting a ticket at https://www.matrixone.health/support and providing any other reasonably requested information or documentation. Matrix One monitoring and logging infrastructure is the source of truth for determining Monthly Uptime Percentage, errors and whether it has met the Service Level Commitment. All calendar months will be measured in the UTC time zone.

9.2.3 The Service Credit will be calculated like this:

9.2.4 Matrix One will apply each Service Credit against a future payment otherwise due from the Customer for the affected SaaS product, provided that the Customer’s account is fully paid up, without any outstanding payment issues or disputes. No refunds or cash value will be given for unused Service Credits. Matrix One reserves the right to deny a Service Credit if the Customer does not qualify for one. 

9.2.5 Service Credits are the Customer’s sole and exclusive remedy, and Matrix One sole and exclusive liability, for Matrix One failure to meet the Service Level Commitment.

9.3 Exclusion of Service Credit 

The Customer will not be entitled to a Service Credit if they are in breach of the T&Cs. No Service Level Commitment or Service Credits are provided for free, proof-of-concept, beta or trial services. 

10. WARRANTIES

10.1 Matrix One provides its services according to the generally accepted rules of technology at the time of the placing of the order and with the care customary within the industry.

10.2 For the rights of the Customer in the case of material and legal defects of the contract software products, the statutory regulations at the time of the claim apply, unless otherwise defined below.

10.3 The Matrix One service and Matrix One Materials are provided by Matrix One under these T&Cs “as is” without warranty of any kind, either express or implied, statutory, or otherwise, regarding any matter. No advice or information, whether oral or written, obtained by you from Matrix One or via the site, services or materials shall create any warranty not expressly stated in the terms of use.

10.4 However, we provide our users with a testing plan to validate (in accordance with ISO 13485) that their use of our system meets their needs.

10.5 The Customer is obliged to disclose any errors to Matrix One immediately in writing (text form is sufficient), describing the defect's manifestation, its effects, and the circumstances of its occurrence. The Customer shall grant Matrix One a reasonable time to eliminate the error.

11. LIMITATION OF LIABILITY

11.1 Matrix One is fully liable for losses caused intentionally or with gross negligence by Matrix One, its legal representatives or senior executives and for losses caused intentionally by other assistants in performance.

11.2 Matrix One is fully liable in case of death, personal injury or damage to health that may be caused by the intent or negligence of Matrix One, its legal representatives or assistants in performance.

11.3 Matrix One is fully liable in accordance with the German Product Liability Act in the event of product liability.

11.4 Matrix One is liable for losses caused by the breach of its substantial contractual obligations (“Kardinalpflichten”). Substantial contractual obligations are such basic duties which form the essence of the Contract, which were decisive for the conclusion of the Contract and on the performance of which the Customer may rely. If Matrix One breaches its substantial contractual obligations through simple negligence, the liability of Matrix One shall be limited to compensation for the foreseeable, typically occurring damage.

11.5 Matrix One is liable for losses arising from the lack of any warranted characteristics (“zugesicherte Eigenschaften”) up to the amount which is covered by the purpose of the warranty (“Zusicherung”) and which was foreseeable for Matrix One at the time the warranty was given. 

11.6 Matrix One is liable for loss of data only up to the amount of typical recovery costs, which would have arisen had proper and regular data backup measures been taken.

11.7 The strict liability of Matrix One in accordance with Sec. 536, 536 a para. 1 German Civil Code (BGB) for contract software products errors already present at the point of contract conclusion is excluded.

11.8 Any more extensive liability of Matrix One is excluded. 

11.9 You are obliged to minimize damage, which occurs under your control.

12. INDEMNITY

You agree to indemnify and hold Matrix One and its officers, co-branders, other partners and employees harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to:

• your user materials and any other content (e.g. computer viruses) that you may submit, post to or transmit through Matrix Req, including a third party's use of such user materials or content (e.g. reliance on the accuracy, completeness or usefulness of your user materials);

• your access to or use of Matrix Req (including any use by your employees, contractors or agents and all uses of your account numbers, usernames and passwords, whether or not actually or expressly authorized by you, in connection with Matrix Req);

• your connection to Matrix Req;

• your violation of the T&Cs;

• the actions of any member of your work group, including non-logged in users you have granted access to your Matrix Req site;

• your infringement of any third party's intellectual property rights when using any of the software made available on Matrix Req;

• your violation of any rights of any third party;

• your access to or use of linked sites and your connections thereto; or

• any dealings between you and any third parties advertising or promoting via Matrix Req.

13. RESTRICTION AND TERMINATION OF USE

13.1 If you breach these T&Cs, your authorization to access or use Matrix Req automatically terminates. Any materials downloaded or printed from Matrix Req in violation of the T&Cs must be immediately destroyed. 

13.2 In case of severe breach of contract from your side, Matrix One may block or restrict your access to all or part of Matrix Req. This will be done only after repeated warnings from us. In this case, the data will not be deleted from our servers, in the hope the situation will be resolved.

13.3 Severe breaches of contract include but are not limited to:

• non-payment;

• hacking attempts from your employees; and

• reuse of the same credentials from different people at the same time.

13.4 If you think we removed your access by mistake, get in touch and we'll either give you our reasoning or restore access without losing any of your data.

13.5 We reserve our right to extraordinary termination on serious grounds, particularly if you produce so called pirate copies of Matrix Req, distribute the products without authority, fail to prevent unauthorized access, decompile the products without authority, are in default of payment by more than two months of license fees, infringe against substantial provisions of our T&Cs and/or contract despite warning, continue to use the products for other than the contractual purposes despite warning.

13.6 Customers may terminate the Contract by providing written notice via email to Matrix One prior to the end of the current term of the subscription or the effective date of the adjusted License Fee, in accordance with the notice period specified in a Contract.

13.6.1 If the Customer does not respond to notice of the adjusted License Fee prior to the effective date but continues to use the products, the Customer has agreed to the adjusted License Fee and will be invoiced accordingly.

13.7 In case of termination prior to end of term, the entire license fee for the remaining contract term shall remain due. Repayment of License Fees already paid or a reduction of License Fees due at the end of the contract is excluded.

14. SUPPORT

Support for Matrix Req is provided via email, phone or chat (see contact information). We also continuously update the Matrix Req documentation so that users can help themselves and subscription owners are better equipped to help their users. We take pride in providing excellent customer support, but we are also a small team. This means that although we'll try our best, we do not guarantee 24 / 7 support. For more information, please refer to our Matrix Req Support Policy.

15. DATA BACKUP

We have an hourly backup to 3 servers every hour. We keep hourly backups for 3 days, then daily backups for 30 days, then weekly backups for 6 months.

The backup data from our US customers is encrypted and sent to 3 different backup servers in the US. The backup data from our non-US customers are encrypted and sent to 3 different backup servers located in Europe.

16. GENERAL PROVISIONS

16.1 Applicable Law

All matters relating to your access to, or use of Matrix Req shall be governed exclusively by the statutes and laws of Germany. 

16.2 Place of performance and Jurisdiction

Place of performance and exclusive place of jurisdiction for all disputes arising out of or in connection with the contract and these T&Cs  shall be the registered office of Matrix Requirements GmbH at Kehl, Baden-Württemberg (Germany). 

16.3 Amendments

Amendments and supplements to these T&Cs shall be in writing and may be waived through separate arrangements in writing only. The individual contract concluded by the parties and the T&Cs incorporated into the contract constitute the complete and exclusive statement of the agreement between the contractual parties related to the subject matter of the contract. 

16.4 Severability

If any provision of these T&Cs is held to be wholly or in part invalid or unenforceable, the invalidity or unenforceability will not affect the other provisions of these T&Cs. The invalid or unenforceable provision will be replaced by a valid and enforceable provision which approximates as closely as possible the intent of the invalid or unenforceable provision. This will also apply in cases of contractual gaps. 

16.5 Customer Recognition

As part of our commitment to showcasing the valued relationships Matrix One has with our customers, we may display your company name and logo on our website. If you prefer not to be included in this publicity, please contact us, and we will respect your preference to remain private.

Document History

• December 11, 2015 - adapted from (https://balsamiq.com) with authorization from Balsamiq.

• February 29th, 2016 - added business transmission chapter, soften the restrictions, added clause to explicitly forbid use of other's credentials

• Jun 30st, 2017 - copied to new website design, updated email addresses

• November 20th, 2017 - added google cloud service option, removed azure hosting, added info about posting customer names on web site. Removed section about domain squatting.

• April 24th, 2018 - replaced the product name "Matrix Requirements Medical" with "Matrix Requirement products" to make clear that all products (i.e. at this time MatrixALM and MatrixQMS) are covered.

• May 17th, 2018 - added GDPR details.

• November 26th, 2019 - added

  • A section for SLA

  • A mention that we are ISO27001

  • A section about fees for non-payments

• November 9th, 2020 - updated hosting and backup details. By default

  • Data from US customers is hosted and backed up in the US

  • All other data is hosted in OVH outside of US at OVH close to location of customer and backed up in Germany.

• January 18th, 2024 – updated

  • GTCs have been separated from the previous version of the Terms of Use and Privacy Policy

  • Added right to charge interest rather than specific fees related to collection efforts

  • Restriction and Termination of Use clause has been expanded in regards to our right to extraordinary termination on serious grounds, and terms and consequences of early termination have been added

  • Limitation of Liability clause specifies the instances in which Matrix is liable for damages, as well as customers' obligations to minimize damages arising under their control.

• May, 2024 – updated

  • Added auto-renewal types of subscriptions

  • Added Matrix rights to adjust the license fees

  •  Payment clause have been updated 

  • Conditions for auto-renewal and payment methods can be specified in a contract

  • Added the case of a version upgrades to SLA exclusion

• February, 2025 - updated

  • Added that invoicing for incremental users is monthly by default

• May, 2025 - updated

  • Added use of AI features via third-party providers 

  • Added customer recognition clause (name/logo display) with opt-out option

• June, 2025 - T&Cs have been adjusted to reflect the new brand - Matrix One, material terms and conditions remain unchanged