Terms of Service

§ 1 Application of the General Terms and Conditions

1. The General Terms and Conditions accepted by both contracting parties govern the business relationship between Demtek GmbH, Karmannsstrasse 57, 41061 Mönchengladbach, represented by Enver Yilmaz, Murat Akkas and Deniz Akkas, hereinafter referred to as "Contractor", and the customer, hereinafter referred to as "Client", in connection with the use of the software "Konver", as a service contract within the meaning of §§ 611 ff. BGB, unless otherwise agreed in writing between the contracting parties.
2. The Contractor offers various services in the field of Software-as-a-Service ("SaaS"). The type and scope of the mutual services are governed by the contractual agreements. The Contractor provides SaaS services for the Client via the Internet in the field of software. The subject of the contract is the provision of the software for a limited period of time for the duration of the contract, including the granting of the rights required for its contractual use, as well as the use of the website for the Client's public appearance. The scope of services defined in the contract is deemed to be the agreed quality.
3. The subject of the order is the provision of an agreed service (service contract) and not the achievement of a specific result (no contract for work). The commissioned services are deemed to have been provided when the required services have been performed and any questions that may arise have been dealt with. The Client undertakes, in its own interest, to provide all relevant information truthfully and completely.
4. These General Terms and Conditions apply exclusively to companies within the meaning of § 14 BGB and not to consumers within the meaning of § 13 BGB.
5. These terms and conditions apply to all current and future business relationships between the Contractor and the Client.
6. Deviating, conflicting or supplementary general terms and conditions shall not become part of the contract, even if known, unless their validity is expressly agreed to in writing by the Contractor.

§ 2 Description of Services

1. The Konver software is an innovative, AI-based solution for optimizing the B2B sales process. It is designed to support sales staff through the automated collection, enrichment and evaluation of relevant company and contact data. This increases the efficiency and accuracy of sales work.
2. Konver is aimed at various sales teams and roles within companies that want to automate their sales process and improve their international business activities.
3. The software offers functions for identifying relevant contacts and decision-makers, extracting and enriching company information and evaluating leads. These functions help to reduce manual research and optimize sales work.
4. Konver uses publicly accessible data sources and communication systems to collect and provide relevant information. External services may be integrated, the availability of which cannot be guaranteed.
5. The software automatically creates overviews to support sales staff in their work. These overviews contain relevant information that can be used for well-founded and data-based sales discussions.
6. This general description of services forms the basis for the use of the software and the associated services.

§ 3 Conclusion of Contract

1. The Client books a corresponding service with the Contractor. The Contractor accepts this booking by means of a booking confirmation. A booking can be made in person, by e-mail, via the contact form or via the Contractor's website.
2. The contract is only concluded when the Contractor confirms the Client's booking. The Client's booking is binding. The Client will receive an invoice with the booking confirmation by e-mail.
3. The Contractor's offers are subject to change. Acceptance, additions, amendments and collateral agreements require written confirmation by the Contractor.
4. The Contractor is entitled to refuse a contract without giving reasons, e.g. if the Contractor is unable or not permitted to provide the service due to its specialization or for legal reasons, or if there are reasons that could lead to a conflict of conscience. In this case, the Contractor's claim to remuneration for the services rendered up to the time of refusal of the service remains unaffected.

§ 4 Content of the Contract

1. The Contractor provides its services to the Client by applying its knowledge and skills in the areas mentioned above. The Contractor makes the agreed software available to the Client for use under a Software-as-a-Service contract (SaaS contract). The software is the property of the Contractor and is not sold, but merely rented.
2. In order to access and use the service, the Contractor will provide the Client with the necessary access data required to access the service.
3. The Client undertakes to use the information materials, reports and analyses prepared by the Contractor within the scope of the service only for its own purposes. The Client receives the exclusive and non-transferable right of use thereto.
4. All documents of the Contractor are protected by copyright. This applies both to content on the Contractor's website and to other documents. The Client is not entitled to reproduce, distribute or publicly reproduce such documents. The Client is also not entitled to make image, film or sound recordings of the methods of the service without the express permission of the Contractor.
5. Insofar as software is included in the scope of delivery, the Client is granted a non-exclusive and non-transferable right to use the delivered software, including its documentation; it is provided exclusively for use on the designated delivery item. Use, reproduction, editing, translation of the software and conversion of the object code into source code for other purposes is prohibited.

§ 5 Performance of the Service

1. The service is based on cooperation. The Client is responsible for providing a correct e-mail address and for regularly checking their e-mails.
2. The Contractor is entitled to postpone the performance of a service if the Contractor or a third party engaged by the Contractor is prevented from doing so, e.g. due to riots, strikes, lockouts, natural disasters, bad weather, traffic disruptions or illness, which prevent the Contractor from performing the service on the agreed date through no fault of its own. In this case, the Client is not entitled to claim damages.
3. The illustration and description of the service on the Contractor's website are for illustration purposes only and are only approximate. No guarantee is given for complete compliance.
4. The Contractor is entitled to make adjustments to the content or procedure of the service for technical reasons, for example if there is a need to update or further develop the content of the service, provided that this does not result in any significant change to the content of the service and the change is reasonable for the Client.
5. The Contractor shall provide the Client with the agreed software in the latest version and shall ensure the maintenance and servicing of the software. The Contractor is entitled to update and expand the software at any time in order to improve the performance of the software or to adapt it to market requirements.
6. The Client is obliged to use the software exclusively for its own business purposes and to comply with the contractual provisions. The Client is not entitled to modify or decompile the software. The Client undertakes not to use any data or content that violates applicable law or infringes the rights of third parties.
7. The Contractor is not obliged to perform the service itself. It is entitled, at its own discretion, to subcontract the performance of the service to third parties, e.g. subcontractors.
8. The Client is obliged to protect the software from access by unauthorized third parties by taking appropriate measures, in particular to keep all copies of the software in a secure place.

§ 6 External Dependencies

1. The Contractor points out that certain functions and services, in particular real-time availability analysis, depend on external services and third-party providers. These external services are beyond the Contractor's control.
2. The Contractor endeavors to ensure a high level of availability and reliability of the services offered, but cannot guarantee that these services will be available at all times and without restriction. In particular, maintenance work, technical faults or other events for which the third-party providers are responsible may lead to impairments or interruptions in availability.
3. The Contractor will inform the Client immediately if it becomes aware of any long-term disruptions or restrictions to the external services. In such cases, the Contractor will endeavor to offer alternative solutions or keep the impairments to a minimum.
4. The Client acknowledges that such external dependencies and the resulting restrictions are not the responsibility of the Contractor and therefore do not give rise to any claims for damages or reduction of the fee.
5. The Contractor accepts no liability for damage or loss resulting from the use or unavailability of external services, unless this is due to intentional or grossly negligent conduct on the part of the Contractor.
6. The Client is advised that it is obliged to inform itself about the terms of use and data protection provisions of the external services and to accept them if this is necessary for the use of the relevant functionalities.

§ 7 Payment

1. An annual fee is charged for the use of the SaaS solution, the amount of which is determined by the Contractor's current price list. The Client authorizes the Contractor to collect the fee annually from the payment method provided or to pay by invoice.
2. Payment must be made to the Contractor by the Client immediately upon receipt of the invoice. Payment is due upon receipt of the invoice by e-mail. The payment term is 14 days from the date of invoice. Payment can be made using the payment methods specified in the invoice.
3. The annual fee is payable in advance. In the event of unsuccessful payment, the provider is entitled to block access to the software.
4. All prices on the Contractor's homepage are gross prices excluding VAT.

§ 8 Use and Billing of Credits

1. Within the booked license package, the Client is provided with corresponding credits, which serve as the basis for the use of the software. These credits can be used for various functions of the software, including telephone number queries.
2. Unused credits are carried over to the following month, provided the license is renewed. If the license ends, unused credits expire without the possibility of a refund.
3. Credits are billed as part of the annual license fees. The Client also has the option of purchasing additional credits separately if required.
4. The credits included in the license package can also be used for telephone number queries. Unused credits are carried over to the following month as long as the license remains active. When the license expires, all unused credits expire.
5. Konver offers the option of agreeing individual adjustments and additional support services, such as premium support and special integrations, in a separate contract. These additional services are billed separately on an annual basis and are not part of the regular license fees.

§ 9 Intellectual Property Rights of the Contractor and Third Parties

1. All rights to the results of the service provided by the Contractor for the Client, in particular all copyrights, design rights, trademark and identification rights and other intellectual property rights (including all development stages), are held exclusively and without restriction by the Contractor.
2. The Client hereby assigns to the Contractor, at the time the results are created, the exclusive, unlimited rights of use in terms of time, place and content.
3. The Contractor permanently retains the right to its logo and brand. The Client may not use the Contractor's brand and logo without its consent.
4. If the contractual use of the work results created by the Contractor infringes the property rights of third parties, the Client shall indemnify the Contractor against claims of third parties based on existing property rights of third parties that have been legally established by a court, insofar as the work results are based on specifications or contributions of the Client. The Client shall inform the Contractor immediately in writing of any claims asserted.

§ 10 Confidentiality

1. The parties shall treat all trade secrets and other information of the other party marked as confidential (hereinafter referred to as "confidential information") as confidential. The receiving party ("Recipient") shall treat the confidential information with the same care as it treats its own confidential information of the same sensitivity, but at least with the care of a prudent businessman.
2. The use of confidential information is limited to use in connection with this contract. Without the prior consent of the disclosing party, confidential information may not be passed on to third parties. Consents must be given in writing. Affiliated companies of the parties and consultants who are legally obliged to maintain confidentiality are not considered third parties within the meaning of this paragraph.
3. To the extent required by applicable law, the Recipient is also entitled to disclose and pass on confidential information. If permitted by law, the Recipient shall inform the disclosing party of the disclosure of confidential information in advance.
4. The parties shall require their employees or third parties to whom they disclose confidential information to treat such information confidentially within the framework of the respective subcontractor and employment relationships, with the proviso that the obligation of confidentiality shall continue beyond the end of the respective subcontractor or employment relationship, unless there is already a corresponding general obligation to maintain confidentiality.
5. The obligation of confidentiality does not apply to information that:

• was already generally known at the time the contract was concluded or subsequently becomes generally known without breach of the confidentiality obligations contained in this contract;
• the Recipient has developed independently of this contract; or
• the Recipient has received from third parties or outside this contract from the disclosing party without any obligation of confidentiality.

The burden of proof for the existence of the exceptions mentioned in this paragraph lies with the party invoking the exception. 6. Upon termination of this contract, the parties shall, at the request of the other party, return or delete any confidential information of the other party in their possession. Excluded from this are confidential information for which there is a longer statutory retention obligation, as well as data backups as part of customary backup processes. 7. The Contractor is entitled to use know-how, such as ideas, concepts, methods and know-how, that is developed or disclosed in the course of the performance of the contract and is stored in the memory of the persons used to provide the service. This does not apply insofar as this infringes industrial property rights or copyrights of the Client. The obligation to maintain confidentiality remains unaffected.

§ 11 Term and Termination

1. The contract is concluded for the term agreed in the respective contract. If it is a one-off service, this is noted in the contract and the following paragraphs of § 11 do not apply.
2. If the contractual relationship is not terminated one month before the end of the respective term, it shall be automatically extended by the original term.
3. After the end of the regular term, the notice period is one month to the end of the extended term. Termination must also be in writing.
4. The right to extraordinary termination for good cause remains unaffected. The Contractor has an extraordinary right of termination in particular if the Client is more than twice in arrears with payments, if the Client intentionally breaches the provisions of these GTC and/or has intentionally or negligently committed prohibited acts or if the relationship of trust is permanently disturbed.
5. In the event of premature termination by the Client for good cause, the Contractor's claim to remuneration remains unaffected. The Client reserves the right to prove that no damage or significantly less damage has been incurred.

§ 12 Support and Maintenance

1. The Contractor offers comprehensive support services, which are available to the Client via various communication channels. This includes telephone support, chat support and a ticket system through which the Client can submit inquiries and problem reports. The Contractor undertakes to process these support requests within a reasonable period of time and to assist the Client in solving problems. The exact times and conditions of support are regulated in the individual support contract.
2. The Contractor carries out regular software updates and maintenance work to ensure the functionality and security of the software. These updates and maintenance work may include both planned and unplanned measures to respond to current developments and security requirements. Due to the use of external components, including artificial intelligence (AI models) and other third-party services, downtimes and restrictions on software functionality cannot be completely ruled out. The Contractor will endeavor to keep such downtimes to a minimum and to inform Clients in advance of planned maintenance work, if possible.
3. The Contractor accepts no liability for downtimes or restrictions of the software caused by necessary updates and maintenance work. This applies in particular to downtimes caused by external components and services over which the Contractor has no direct influence. The Client acknowledges that the use of artificial intelligence and other external components entails a certain risk to the availability and stability of the software.
4. The Contractor shall ensure that all relevant information and notifications regarding updates, maintenance work and support requests are transmitted to the Client via the agreed communication channels. The Client is obliged to check these communication channels regularly in order to be able to react to current information and notices.
5. The Contractor strives for the continuous improvement of the software and the associated services. This includes regular evaluations and optimizations of the technologies and processes used. The Client is informed that these measures are aimed at a sustainable improvement of system performance, without specific improvements being guaranteed.

§ 13 Liability and Warranty

1. The Contractor shall be liable to the Client in all cases of contractual and non-contractual liability for intent and gross negligence in accordance with the statutory provisions for damages or reimbursement of futile expenses.
2. In other cases, the Contractor shall only be liable - unless otherwise regulated in para. 3 - in the event of a breach of a contractual obligation, the fulfillment of which is essential for the proper performance of the contract and on the observance of which the Client may regularly rely (so-called cardinal obligation), and then limited to compensation for the foreseeable and typical damage. In all other cases, liability is excluded, subject to the provision in para. 3.
3. Liability for damages resulting from injury to life, limb or health and under the Product Liability Act remains unaffected by the above limitations and exclusions of liability.
4. The Contractor protects its Clients as best as possible against cybercrime. Unfortunately, this cannot always be prevented. The exclusion of liability in paras. 1 - 3 with the exceptions mentioned also applies to damage caused to the Client by such cybercrime.
5. The Contractor accepts no liability for misinformation, hallucinations or other errors resulting from the use of artificial intelligence. The Client is aware that the use of artificial intelligence entails certain risks and uncertainties that cannot be completely ruled out.
6. The Contractor's liability for damage arising in connection with the use of external services and dependencies on third-party providers is also excluded, unless there is intentional or grossly negligent conduct on the part of the Contractor.
7. Correction of incorrect data is not offered, as the Contractor focuses on the continuous improvement of the system. The Client acknowledges that the ongoing optimization of the system is aimed at a sustainable improvement of the services, without any specific correction of incorrect data being guaranteed.

§ 14 Reference Use

1. The Client grants the Contractor the right to use the Client's logo for reference purposes on the Contractor's website and in other marketing materials. This includes, in particular, but is not limited to, the display of the logo on the homepage, in presentations, brochures and social media channels of the Contractor.
2. The Client warrants that it has the necessary rights to use its logo and that use by the Contractor does not infringe the rights of third parties.
3. The Client may revoke consent to the use of its logo at any time in writing. In the event of revocation, the Contractor will remove the logo from its websites and marketing materials within a reasonable period of time.
4. The Contractor undertakes to use the Client's logo only in a way that does not damage the reputation and standing of the Client.

§ 15 Data Protection

1. The Client expressly consents to the electronic processing of its personal data within the framework of the following provisions. Customer data is treated in strict confidence. The data provided by the Client will be used exclusively for the proper execution of the service. The data will not be passed on to third parties. This does not apply to information that is publicly accessible or becomes publicly accessible without unauthorized action or omission by the contracting parties or must be made accessible on the basis of a court order or a law. In the event of support assistance with problems of the Client, it may be necessary to access the Client's data records. This access is limited to the period of the respective support measure.
2. The Contractor undertakes to maintain confidentiality with regard to all confidential information (including trade secrets) that it becomes aware of in connection with this contract and its execution and not to disclose, pass on or otherwise use such information to third parties. Confidential information is information that is marked as confidential or whose confidentiality arises from the circumstances, regardless of whether it is communicated in writing, electronically, embodied or orally. The obligation of confidentiality does not apply insofar as the provider is legally or by virtue of a final or legally binding official or court decision obliged to disclose the confidential information. The Contractor undertakes to agree a provision with all employees and subcontractors that is identical in content to the above paragraph.
3. The parties shall comply with the applicable data protection regulations applicable to them. The separate data protection provisions on the Contractor's homepage apply.

§ 16 Final Provisions

1. Should individual provisions of the GTC or the respective service contract be invalid or void, this shall not affect the validity of the GTC or the service contract as a whole. The invalid or void provision shall be replaced by a provision which comes as close as possible to the purpose of the contract or the intention of the parties by way of interpretation.
2. The law of the Federal Republic of Germany shall apply.
3. Amendments and supplements to the GTC or the service contract must be made in writing in order to be effective. There are no verbal collateral agreements.
4. The provider reserves the right to amend these General Terms and Conditions at any time if this appears necessary and the Client is not unreasonably disadvantaged as a result. The Contractor will inform the Client of changes to the GTC in good time by means of a notice on the website and/or by e-mail. The Client has the right to object to the changes within four weeks of notification. If the Client does not object within this period, the changes shall be deemed accepted. In the event of an objection, the Contractor is entitled to terminate the contractual relationship with the Client with reasonable notice. Until the termination takes effect, the previous GTC shall apply. Changes that are exclusively to the advantage of the Client or are required by law may become effective immediately without prior notice.
5. The place of jurisdiction for all disputes arising from the contractual relationship is the registered office of the Contractor, provided the Client is a merchant. Otherwise, the statutory provisions shall apply.