General Terms & Conditions

1. The following General Terms and Conditions (hereinafter "GTC") govern the contractual relationship between SYNTINELS GmbH, Engelstr. 50, 48143 Münster (hereinafter "SYNTINELS") and the respective customer (hereinafter "Customer") who uses the web app-based Sales Enablement Software & Extension for companies offered at www.syntinels.com for the personalization of outbound processes (hereinafter collectively "Services").
2. Additionally, the SYNTINELS privacy policy applies (available at: www.syntinels.com/privacy-policy).
3. The validity of the customer's general contractual or business terms and conditions is expressly excluded. This shall also apply if SYNTINELS has not expressly objected to the customer's terms and conditions and/or provides services without objection.

1. SYNTINELS offers the customer the opportunity to make use of services to personalize its outbound processes. The services consist of the use of the SYNTINELS platform, on which the customer can compile individual search and display criteria (hereinafter "platform") and the associated SYNTINELS browser extension, which displays information on selected third-party services for the personalization of outbound processes (hereinafter "application").
2. The use of the Services requires registration, the opening of an account and the conclusion of a free Free Plan in accordance with section 3. Full use of the Services requires the booking of paid subscriptions. After successful registration, the customer can book additional fee-based subscriptions in accordance with section 4. The full scope of services can be found in the list at www.syntinels.com/pricing.
3. The customer can use the application after concluding a free plan in accordance with section 3. For this purpose, the customer can download and install the application on a suitable end device. Use of the application is only possible if there is a sufficiently dimensioned Internet connection.
4. The customer can view the hardware and software environment required to use the services at syntinels.com.
5. SYNTINELS is entitled to discontinue or modify the free services at any time. SYNTINELS is also entitled to adapt the services or individual functions of the services for technical reasons, insofar as this is reasonable for the customer or is required by law.

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1. The use of the Services requires the registration and opening of a user account on the Platform (hereinafter "Account"):
   
   a. The customer must provide the data requested in the registration form in order to register and open an account.
   
   b. By submitting the registration form and accepting these GTC, the customer submits an offer to conclude a contract of use free of charge.
   
   c. SYNTINELS confirms the registration by sending the customer a confirmation e-mail with a personalized activation link. By confirming the activation link, a contract is concluded between SYNTINELS and the customer for the free use of the services (hereinafter "Free Plan"). Upon successful registration, an account is created for the customer, which he can access using his e-mail address and password. The password can be changed at any time via the account.
   
   d. SYNTINELS will send the customer the contractual text of these GTC in text form (e.g. by e-mail).
2. Registration is only permitted for natural and legal persons with unlimited legal capacity, in their own name and for their own account. The contract may only be concluded as a legal entity by persons acting as legal representatives or other authorized persons of the legal entity on its behalf and at its request. SYNTINELS will request further documents (e.g. power of attorney, written permission, etc.) from the customer if necessary to verify the authorization in accordance with the above sentence.
3. Each customer may only register once. One account must be created per customer. An account is not transferable.
4. There is no entitlement to registration and conclusion of a Free Plan. SYNTINELS reserves the right to refuse the registration and conclusion of a Free Plan without giving reasons.
5. The data requested upon conclusion of the contract must be provided completely and truthfully. If the data subsequently changes, the customer is obliged to update the information immediately. Upon corresponding request by SYNTINELS, the customer must confirm the data.

1. The use of further functionalities of the Services requires the booking of a paid subscription (hereinafter "Subscription"). The conclusion of a paid subscription is carried out as follows:
   
   a. The product descriptions contained at www.syntinels.com/pricing do not constitute binding offers, but are intended for the submission of a binding offer by the customer.
   
   b. The customer first selects a subscription and their preferred payment method. The customer enters their contact details, e-mail address and the data required for the respective payment method. Before submitting the booking, the customer can check all previously entered data again and, if necessary, correct it by entering different data or delete the data entered in the respective input field.
   
   c. A booking is only possible if the customer has agreed to the validity of these GTC. By submitting the booking, the customer submits an offer to book a paid subscription.
   
   d. SYNTINELS accepts the booking by sending a confirmation email to the customer or by requesting payment, thereby concluding a paid subscription on the basis of these GTC.
   
   e. If SYNTINELS does not accept the customer's offer within five (5) working days, this shall be deemed a rejection of the offer with the consequence that the customer is no longer bound by his declaration of intent.
   
   f. SYNTINELS will enable the customer to access the text of the contract in text form (e.g. by e-mail, via SYNTINELS WebApp, ...).
2. Sections 3.2, 3.4 and 3.5 apply accordingly to the conclusion of a subscription.
3. Some subscriptions require certain qualifications or the fulfillment of certain conditions by the customer. SYNTINELS is entitled to check these qualifications and conditions and will request further documents from the customer for verification if necessary. If the qualifications or conditions required for a subscription are not met, SYNTINELS reserves the right to assert claims for damages and to charge for subscriptions subsequently.

1. It is possible to upgrade a subscription to a higher-value subscription at any time. In the event of an upgrade, the current term within the meaning of Section 11.2 shall apply to the upgrade. Payment for the higher-value subscription is made pro rata in relation to the remaining contract term of the previous subscription.
2. Downgrading to a lower subscription is only possible at the start of the next term as defined in Section 11.2. If the customer downgrades at an earlier date, the downgrade will only begin at the start of the next selected billing period.

1. Both the Free Plan and the subscriptions include a fixed monthly number of so-called credits with which the customer can receive requests for information on a company selected by him (so-called sales triggers) (hereinafter "credits", fixed number of credits per month hereinafter "quota").
2. A credit is considered used when the customer activates information about a company in a previously selected category in the application (activates a sales trigger). If there is no information about the customer's request, the credit is not considered used.
3. In the case of a subscription, the following applies: If the quota is not used up in the relevant contract month, any unredeemed credits from the quota are carried over to the following contract month for use. In the following month, the new quota accruing in the following month will be used first and only then the quota carried over. The provisions of sections 6.5, 6.6 and 6.7 remain unaffected.
4. The credits can only be used within the Services and have no intended use or value outside the Services.
5. Credits expire within the statutory limitation period.
6. Credits expire
   a. in the event of a downgrade in accordance with section 5.2, at the end of the term of the higher-value subscription,
   
   b. upon termination of the subscription,
   
   c. in the case of a Free Plan, at the end of each contract month.
7. Credits do not expire in the event of an upgrade in accordance with section 5.1 and are transferred to the term of the higher-value subscription. The provisions of Sections 6.3 and 6.5 remain unaffected.
8. The customer has no right to exchange credits for the original monetary value.

1. Depending on the subscription selected, the customer can activate the number of users included in the subscription in the form of their own employees or other third parties bound by instructions (hereinafter uniformly referred to as "users") as additional users of the services. For this purpose, the customer invites users to register on the platform via their account and creates corresponding additional accounts (hereinafter "user accounts").
2. The customer warrants that it will only invite persons to the platform as users if it is authorized to do so. Before sending an invitation, the customer is obliged to ensure that the users agree to receive the invitation. If the customer is an entrepreneur within the meaning of Section 14 (1) of the German Civil Code (BGB), i.e. a natural or legal person or a partnership with legal capacity that is acting in the exercise of its commercial or independent professional activity when concluding a legal transaction, the customer shall indemnify SYNTINELS against all claims in connection with the sending of the invitation in the event that a user asserts claims against SYNTINELS due to the unsolicited sending of the invitation. SYNTINELS reserves the right to assert further claims against the customer arising from this situation.
3. Each user must create a password in the registration form. By submitting the completed registration form, the user gains access to their user account.
4. User actions are attributed to the customer.
5. Access to the user account is only permitted to natural persons with unlimited legal capacity and only in their own name. Users must be 18 years of age or older at the time of registration.
6. The customer can restrict or delete user accounts at any time via their account. User accounts are automatically terminated at the end of the subscription.

1. SYNTINELS does not charge a fee for the registration and conclusion of a Free Plan in accordance with Section 3.
2. The conclusion of a subscription is subject to a fee. The customer shall pay SYNTINELS the fee specified when the contract is concluded.
3. The fee in accordance with Section 8.2 is due in advance upon conclusion of the subscription, whereby the customer can select the billing period specified at the time of booking.
4. The fee owed by the customer can only be paid using the payment methods supported by SYNTINELS. The supported payment methods are listed in the booking process. SYNTINELS reserves the right to exclude individual payment methods for selected customers if there are reasonable grounds to fear that the payment will be reversed or canceled or that there are insufficient funds in the bank account to be debited.
5. The customer agrees to receive invoices exclusively in electronic form (PDF format).
6. Costs that go beyond the use of the services, in particular costs for the Internet connection and other connection costs, shall be borne by the customer.
7. All prices are exclusive of statutory VAT.

1. The customer undertakes to use the services in accordance with the statutory provisions. The customer also undertakes
   a. not to make any false statements regarding his/her data;
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   b. not to use any content that violates youth protection laws or criminal laws; 
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   c. not to use any legally protected content without being authorized to do so;
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   d. not to use any content that violates copyrights, trademark rights, other property rights or personal rights;
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   f. only to use content for which the customer has the necessary rights of use;
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   e. to comply with the restrictions/obligations with regard to the respective subscription booked.
2. SYNTINELS is entitled to irretrievably delete content and information that violates the GTC or statutory provisions or is otherwise offensive and/or inappropriate. In this respect, the customer has no claim to reinstatement of content that has already been deleted.
3. If the customer violates the GTC or statutory provisions or if there is any other important reason, SYNTINELS
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   a. modify or delete the customer's content and details;
   
   b. restrict the use of the services and the account temporarily or block it permanently;
   
   c. terminate the contract with the customer concerned without notice.
4. SYNTINELS may impose these sanctions without prior notice and without consulting the customer, even against the customer's express wishes. SYNTINELS will give the customer the opportunity to comment after imposing sanctions and will re-examine the sanctions after receiving a counterstatement.
5. After a definitive block, there is no entitlement to restoration of the blocked account. As soon as a customer has been blocked, this customer may not log in with another account.

1. The customer is obliged to keep the login data, passwords, etc. secret and not to pass on his access data to unauthorized third parties and to log out after each session. Declarations and actions made or committed after logging in with the customer's password and e-mail address may be attributable to the customer even if the customer had no knowledge of them. In particular, imputation occurs if the customer intentionally or negligently provides third parties (including family members) with access to the password or the account. The customer must inform SYNTINELS immediately as soon as the customer becomes aware that unauthorized third parties have access to and are aware of the access data.
2. In the event of reasonable suspicion that access data has become known to unauthorized third parties, SYNTINELS is entitled but not obliged for security reasons to change the access data at its own discretion without prior notice or to block the use of the account. SYNTINELS will inform the customer of this immediately and will provide new access data on request within a reasonable period of time. The customer is not entitled to have the original access data restored.

1. The Free Plan is concluded for an indefinite period. A Free Plan can be terminated by either party at any time. If the customer cancels the Free Plan during the term of a subscription, the Free Plan is maintained until the end of all subscriptions and ends with the expiry of the last existing subscription.
2. Subscriptions are concluded for an indefinite period. Subscriptions can be terminated by either party until the end of the current billing period (usually monthly). If the Free Plan is not also canceled, the Free Plan remains in place after a subscription has been canceled.
3. The right to terminate the contract for good cause remains unaffected.
4. Notice of termination can be given via the customer's account or in text form, e.g. by e-mail to contract@syntinels.com.

1. SYNTINELS is the sole owner of all rights to the Platform and the Application. SYNTINELS grants the customer simple rights of use to the platform and the application during the term of the contract in accordance with the provisions of these GTC. The scope of the rights granted results from the scope of services of the subscriptions. No further rights are granted.
2. If and insofar as additional software protection rights arise during the term of the contract in accordance with §§ 69a ff. of the German Copyright Act (UrhG) or rights of use to the platform or the application or to any further developments, SYNTINELS shall be exclusively entitled to these, together with all property rights. This also applies to software code or software property rights arising from SYNTINELS' self-learning algorithms. These are hereby assigned or transferred by the customer to SYNTINELS in advance without restriction in terms of content, time or territory, insofar as they arise for the customer. SYNTINELS hereby accepts the assignment/transfer.

1. If the customer is a consumer within the meaning of. § 13 BGB, the statutory provisions shall apply.
2. If the customer is an entrepreneur within the meaning of. § Section 14 (1) BGB, the following provisions shall apply:
3. SYNTINELS does not warrant that the Services will meet the Customer's requirements. SYNTINELS does not warrant the technical details or fitness for a particular purpose of the Services unless otherwise stated in the specification of the Services. Specifications set out in the specification of the Services or other documentation do not constitute warranties unless they are expressly designated as such.
4. In the event of a warranty claim, SYNTINELS shall, at its own discretion, remedy defects in the Services by rectifying errors, procuring replacements, updates or releases of a new version.
5. The customer is not entitled to any warranty claims,
   
   a. if the Customer does not use the Services as intended or misuses them, or
   
   b. if the Customer modifies or alters the Services without the prior written consent of SYNTINELS, or
   
   c. if problems or errors are due to the Services being used with programs or in connection with hardware that is not compatible with the Services,
   
   unless the customer can prove that the defect is attributable to the services.

    6. If the customer is entitled to compensation for damages or         reimbursement of futile expenses on the basis of the warranty, this         shall be subject to the limitation of liability set out in Section 16         below.

1. Subject to the further provisions of this clause 16, SYNTINELS shall only be liable if and to the extent that SYNTINELS, its legal representatives, executives, employees or other vicarious agents are guilty of intent or gross negligence. However, in the event of default by SYNTINELS or impossibility of performance for which SYNTINELS is responsible, as well as in the event of breach of essential contractual obligations (so-called cardinal obligations), SYNTINELS shall be liable for any culpable conduct of its own or that of its legal representatives, executives, employees or other vicarious agents. Essential contractual obligations are abstractly defined as those obligations whose fulfillment is essential for the proper execution of the contract and on whose compliance the customer may regularly rely.
2. Except in cases of intent or gross negligence on the part of SYNTINELS, its legal representatives, executives, employees or other vicarious agents, the liability of SYNTINELS shall be limited in amount to the damages typically foreseeable at the time of conclusion of the contract.
3. Liability for data loss shall be limited to the typical recovery costs that would have been incurred if backup copies had been made regularly and in accordance with the risks involved.
4. SYNTINELS is not liable for the functionality of the telecommunications connection (telephone/ISDN/DSL lines, etc.) to its server in the event of power failures, nor for failures of third-party services and servers which are not under the control of SYNTINELS. Furthermore, SYNTINELS is not liable for damages caused by force majeure or comparable events. Comparable events include, in particular, strikes, official orders, pandemics, the failure of telecommunications networks or gateways of other operators as well as disruptions in the area of other telecommunications or service providers. Furthermore, SYNTINELS is not liable for the customer's content.
5. rrespective of fault (§ 536 a BGB), SYNTINELS shall not be liable for defects existing at the time of conclusion of the contract.
6. The exclusions and limitations of liability regulated in the above clauses shall not apply in the case of the assumption of express guarantees, in the case of claims due to the absence of warranted characteristics and for damages arising from injury to life, limb or health and in the case of mandatory statutory provisions. Furthermore, in the event of default by SYNTINELS, the limitations of liability set out in clause 16.2 shall not apply to claims for default interest, to the lump sum for default pursuant to Section 288 (5) BGB and to compensation for the damage caused by default, which is based on the costs of legal action.
7. Claims under the Product Liability Act remain unaffected by the provisions of this Section 16.

1. SYNTINELS hereby draws the customer's attention to the European Commission's online dispute resolution (OS) page with the following link: https://ec.europa.eu/consumers/odr/
2. SYNTINELS is not responsible for the content of this site or the possibility of carrying out the complaints procedure via this site.

SYNTINELS is neither obliged nor prepared to conduct proceedings before a consumer arbitration board in accordance with the VSBG. However, the Act on Alternative Dispute Resolution in Consumer Matters (VSBG) requires that reference be made to a consumer arbitration board responsible for the consumer: 
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Online Arbitrator

Center for European Consumer Protection e.V.

Bahnhofsplatz 3

77694 Kehl

Telephone: 07851 / 991480

E-mail: mail@online-schlichter.de

Internet: www.online-schlichter.de

1. The parties shall comply with the applicable data protection regulations, in particular those applicable in Germany.
2. The data processing agreement available at syntinels.com/avv applies to the provision of services by SYNTINELS (Art. 28 (3) GDPR).

1. All contracts between the customer and SYNTINELS shall be concluded exclusively in German. The contract language is German. Deviations are at the discretion of SYNTINELS.
2. All contractual texts are accessible to the customer on the platform in their current version.
3. These GTC and the contracts governed by them are subject to the law of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods. The above choice of law does not apply to consumers.
4. The registered office of SYNTINELS shall be the exclusive place of jurisdiction for all legal disputes arising from or in connection with the GTC, provided that the customer is a merchant within the meaning of commercial law, a legal entity under public law or a special fund under public law.
5. The place of performance for entrepreneurs within the meaning of § 14 BGB (German Civil Code) shall be the registered office of SYNTINELS.

1. SYNTINELS reserves the right to amend these GTC unilaterally if this appears objectively justified. Changes are objectively justified, for example, in the event of an expansion of the functions of the services, a change in the legal or statutory situation (e.g. if a clause is declared invalid by case law) or if unforeseeable changes which SYNTINELS does not cause and over which SYNTINELS has no influence disturb the equivalence relationship existing at the time of conclusion of the contract to a not insignificant extent. The prerequisite for a change is always that it is reasonable for the customer.
2. The customer shall be notified of amendments to the GTC. They shall be deemed to have been approved if the customer has not objected to the validity of the amended GTC in writing or by e-mail to SYNTINELS within four (4) weeks and SYNTINELS has pointed out the legal consequences of a failure to object.