Terms and Conditions

1. Scope and subject matter of the contract

1.1. These General Terms and Conditions (hereinafter “GTC”) apply to all contracts between VonderTech UG (hereinafter “Provider” or “OpenProspect”) and the customer (hereinafter “Customer”) regarding the use of the software-as-a-service platform “OpenProspect”.

1.2. OpenProspect’s offering is aimed exclusively at entrepreneurs within the meaning of § 14 BGB (B2B), legal entities under public law or special funds under public law. Concluding a contract with consumers (§ 13 BGB) is excluded.

1.3. Deviating or supplementary terms and conditions of the customer do not become part of the contract unless the provider has expressly agreed to their validity.

2. OpenProspect’s services

2.1. OpenProspect provides the customer with a web-based software solution (SaaS) that makes it possible to research, aggregate and export publicly accessible B2B information as profiles (“profile generation”).

2.2. Since OpenProspect functions as a search engine and accesses real-time data sources of third parties, the provider does not owe the success of a specific search or the accuracy and completeness of the data found. The availability of the data depends on its public accessibility on the internet.

2.3. The provider is entitled to further develop the software and change the scope of functions, as long as the contractually agreed provision of services is not unreasonably impaired.

2.4. OpenProspect guarantees an availability of the platform of 99% on an annual average, excluding maintenance work and outages that are beyond the provider’s control.

3. Registration and conclusion of the contract

3.1. Using OpenProspect requires registration. The customer is obliged to provide truthful information during registration (company name, business email address, etc.).

3.2. The contract is concluded as soon as the customer completes the registration process and the provider activates the account, or as soon as the customer books a paid subscription.

3.3. The provider reserves the right to reject registration requests without giving reasons, in particular if there is a suspicion of misuse or consumer status.

4. Rights of use

4.1. The provider grants the customer, for the term of the contract, a simple, non-transferable and non-sublicensable right to use the software for its own internal business purposes.

4.2. The customer may use the data obtained for its own marketing and sales purposes. Reselling the data as such ("data brokering") or offering a competing service using OpenProspect’s data is prohibited.

5. Obligations and responsibility of the customer (compliance)

5.1. Lawful use: The customer warrants that it will use OpenProspect and the generated data only within the framework of applicable laws. This applies in particular to data protection law (GDPR) and competition law (UWG).

5.2. Outreach & cold calling: The customer is solely responsible for checking, before making contact (by email, telephone or social media), whether the legal requirements for doing so are met (e.g. the existence of presumed consent or a legitimate interest). OpenProspect merely provides the data; the legal assessment of the contact lies solely with the customer.

5.3. The customer indemnifies the provider against all third-party claims arising from an unlawful use of the platform or the generated data by the customer (e.g. warnings due to spam).

5.4. Access data must be kept secret. The customer is liable for all activities carried out under its account.

6. Remuneration and payment terms

6.1. The prices and packages stated on the website at the time of conclusion of the contract apply. All prices are net prices plus statutory VAT.

6.2. The usage fee is due in advance (monthly or annually, depending on the plan selected).

6.3. Payment is made via the payment methods offered (e.g. credit card, SEPA direct debit) using an external payment service provider.

6.4. If the customer defaults on payment, the provider is entitled to temporarily block access to the platform until the outstanding claims have been settled.

7. Term and termination

7.1. Monthly subscriptions: The contract is concluded for an indefinite period and can be terminated by either party at any time at the end of the current billing month.

7.2. Annual subscriptions: The contract has a minimum term of 12 months. It is automatically extended by a further 12 months unless it is terminated with 30 days’ notice to the end of the term.

7.3. The right to extraordinary termination for good cause remains unaffected. Good cause for the provider exists in particular if the customer violates the rights of use or the compliance obligations (Section 5).

7.4. Terminations can be carried out directly in the account dashboard or by email.

8. Liability

8.1. The provider is liable without limitation in cases of intent and gross negligence.

8.2. In the case of slight negligence, the provider is only liable for the breach of an essential contractual obligation (cardinal obligation), the fulfilment of which is what makes the proper performance of the contract possible in the first place and on whose observance the customer may rely. In this case, liability is limited to the foreseeable damage typical for the contract.

8.3. Strict liability for defects already present at the time of conclusion of the contract (§ 536a (1) BGB) is excluded.

8.4. The provider is not liable for the accuracy, topicality or completeness of the data found by the search technology, as it originates from public sources.

9. Data protection

The provider processes the customer’s personal data for the performance of the contract. Further information on this can be found in the privacy policy.

10. Final provisions

10.1. The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods.

10.2. The place of jurisdiction for all disputes arising from this contractual relationship is the registered office of the provider, provided the customer is a merchant, a legal entity under public law or a special fund under public law.

10.3. Should individual provisions of these GTC be or become invalid, the validity of the remaining provisions remains unaffected.