Terms and Conditions

for
LeadHub
by
Mango Netsolutions GmbH
Gerichtsstraße 2
65185 Wiesbaden
Germany

These General Terms and Conditions ("GTC") apply to the services of Mango Netsolutions GmbH, Gerichtsstraße 2, 65185 Wiesbaden, Germany (also referred to as "we" or "Mango Netsolutions") provided to customers (hereinafter "customer" or "you"). General terms and conditions of the customer do not apply, unless we expressly agree to their applicability. With our services and our GTC we exclusively address entrepreneurs in the sense of § 14 BGB (German Civil Code).

Preamble

If you have concluded a License Agreement with us for the provision of services or have placed your order via our order process including the subsequent order confirmation (collectively hereinafter also referred to as the "Agreement"), you acquire the following services & rights subject to any special agreements in the license agreement, in your order or in the order/order confirmation.

§ 1 Object

Mango Netsolutions offers with the platform "LeadHub" a software for online lead generation, lead validation and lead management (hereinafter also referred to as "Services" in their entirety). The Services under this Agreement may include the components listed below. An overview of our Services can be found in the service description, which is available in its respective version on our website www.leadhub.software/specifications or can be found in the Agreement. The specific Service components that we provide in the contractual relationship with you are set out in the license agreement, your order or the order/order confirmation. If we process personal data on your behalf within the framework of the contractual relationship with you, this processing shall be carried out on the basis of the Data Processing Agreement pursuant to Art. 28 of the DSGVO ("DPA"), which shall apply immediately when the agreement becomes effective. The applicable DPA is available on our website at www.leadhub.software/dpa.

Software- / SaaS Services

  1. The Leadhub Platform is a SaaS (Software as a Service) solution (hereinafter also "Software", "Software Services" or "SaaS Services").
  2. The essential functions of the Software include
    1. Lead generation via Leadhub tools & widgets,
    2. Lead processing, validation and management,
    3. Transmission of processed data to internal & external partners of Customers,
    4. Establishment of an affiliate management system incl. necessary tracking solutions.
  3. An overview of our entire Service portfolio can be found in the service description, which is available in its respective version on our website www.leadhub.software/specifications. If required, the API to the Software will also be provided to the customer.
  4. We make our Software Services available to you within the framework of a "subscription model", i.e. legally as rented property for the duration of our contractual relationship.
  5. The specific Service components that we provide in the contractual relationship with you result from the License Agreement, your order or the order/order confirmation.

Other Services

In addition to our SaaS Services, we offer services (including project services), such as workshops, customizing or consulting services in connection with the use of our Software. If, for example, you require individual support in the use of our Software, this is possible via an individual agreement on service content and remuneration (“Other Services”). For the provision of Other Services, our efforts are billed on the basis of the number of person-days incurred or on an hourly basis.

Web & Server hosting

  1. We also provide web & Server hosting services in relation to our SaaS Services. Our Web & Server hosting services include in particular the provision of an IT environment for our Software. The IT environment is created within one or more servers. These servers are located locally with us or in rented data centers. They can also consist of virtual private servers or be rented from professional hosting providers.
  2. Within the scope of our Web & Server hosting services, we provide you with a storage space of the size you have booked on our server for storing your data. If the storage space is no longer sufficient, you can reorder corresponding contingents subject to availability.
  3. We will continue to ensure that your stored data can be accessed via the Internet. You shall remain the sole owner of the data and may demand its return at any time. You are not entitled to give your storage space to a third party for use.

Support-Services

  1. Furthermore, we offer supplementary Support Services with respect to our SaaS Services. These Support Services consist in particular of
    1. the import of security updates concerning your instance,
    2. informing about major updates (upgrades) for your instance.
  2. In addition, we guarantee direct availability for you for urgent assistance in support cases that are not already covered by our performance obligation to maintain the Software.
  3. You can reach us as follows:
    1. Telephone support Monday to Friday from 09:00 - 17:00 at +49 (0)69/667741-190
    2. Email support around the clock with a response Monday through Friday from 09:00 - 17:00 at support@leadhub.software

§ 2 Compensation

  1. You will generally purchase our Services at the conditions of the selected price model or according to the conditions of the individual offer prepared for you.
  2. We generally charge for our Other Services on a time and material basis.
  3. Any remuneration shall be subject to value added tax at the statutory rate applicable at the time and place of performance of the Service.
  4. If our remuneration is in the form of a commission or other consumption-based payment, we shall be entitled to invoice you monthly in arrears for the respective commission or remuneration incurred for the previous month.
  5. Our invoices shall become due upon receipt by you and shall be paid without deductions to our account specified in the invoice. We are entitled to settle our remuneration by credit card, SEPA direct debit and other payment methods and payment providers.
  6. We have the right to increase our prices by up to 10 percent per calendar year if the prices of our service providers increase, if this is necessary to compensate for inflationary price changes, if the consumer price index increases accordingly or in the event that we wish to price our business model differently. You will of course be notified in advance of any price increases. If you do not agree with a price increase, we will try to find a solution in joint consultations. If no solution is found, each party has the right to terminate this Agreement with a notice period of 1 month after the failure of the negotiations.

§ 3 Term

  1. The term of the Agreement shall be concluded for the term selected in the offer, in the License Agreement or in the order process, otherwise and in the absence of concrete specifications for the standard term of one month from the conclusion of the Agreement ("Basic Term").
  2. Termination is possible at any time. The notice period for both parties is one month to the end of the term. The termination can be made in text form or by corresponding termination of the use of our Services in your admin area. If the Agreement is not terminated, it will be extended by the duration of the Basic Term.
  3. An upgrade of the selected price model or an extension of the booked Services is possible at any time with immediate effect. The reduction of the number of users or the downgrading of a price model is possible at any time with effect from the respective following month. A refund of the costs paid/to be paid for the current month will not be made.
  4. When the termination takes effect, access to our Services will be blocked for you and your users. You can export the content processed with our Services until the termination takes effect. Thereafter, we will completely delete your access. Support Services in connection with the termination can be provided by us upon request and, if necessary, for a separate fee.
  5. The right to extraordinary termination of this Agreement for good cause remains unaffected.

§ 4 Principles for the provision of our Services

  1. With our Software and its functions, we provide you with a technical basis for the purposes to be depicted hereby by you within the limits of the purchased Services (see in particular the service description at www.leadhub.software/specifications). We do not assume any responsibility for the actions performed with our Software or for the contents processed with our Software. All actions performed and content processed by you with our Software are governed exclusively by law or the agreements and contracts that you have concluded with your customers, partners, employees, etc., with whom you or for whom you use our Software.
  2. If we offer you the option of using the services of third parties, in particular our partners, in our Services, especially in the context of the use of our Software, this may take place via a separate contractual relationship between you and the third party, if this is indicated separately. If you make use of such services, we are not responsible for the performance of the third party. The conditions agreed upon in this contractual relationship between you and the third party shall apply exclusively.
  3. The provisions of rental law apply to the use of our Software in the subscription model. Maintenance measures such as updates, patches, hotfixes are part of our Service. Further support shall be offered upon corresponding agreement. Beyond the maintenance measures, the statutory rental defect warranty law shall apply.
  4. Adjustments, changes and additions to the Software as well as measures that serve to determine and remedy malfunctions will only lead to a temporary interruption or impairment of accessibility if this is absolutely necessary for technical reasons. Major maintenance work that could lead to a malfunction of the Software will generally be performed outside normal business hours.
  5. The availability of the Software under this Agreement shall be 97.5% on an annual average including maintenance work. Availability will not be impaired or interrupted for more than two calendar days in succession.
  6. You may not transfer our Services to third parties for commercial use.
  7. We are entitled to have our Services rendered by third parties and subcontractors.
  8. We reserve the right to modify and adapt our Services as well as the documents and attachments relating thereto, taking into account your interests, provided that we do not thereby violate our contractually assumed main performance obligations towards you. We will inform you in due time, at least 4 weeks in advance, about essential modifications & adjustments that change the contractual relationship with you. You have the right to object to modifications. If you object, we will jointly try to find alternatives. If these are not found, both parties have the right to terminate this Agreement extraordinarily.
  9. In the event of force majeure, we shall be released from our obligation to provide the Services for the corresponding duration, provided that it is actually impossible for us to provide the Services. Force majeure is defined as fire, explosion, flood, war, blockade, embargo, pandemic and industrial action for which we or a subcontractor are not responsible.
  10. You are responsible for the actions of your users and are liable for them as for your own actions.
  11. Links or functionalities in our Software may take you to third-party websites and software that are not operated by us and for which we are not responsible. Such links or functionalities are either clearly marked or recognizable by a change in the address line of the browser or a change in the user interface.
  12. When using our Software, you are prohibited from:
    1. violate third party property rights such as trademarks, copyrights and rights to a name,
    2. harass other customers and third parties,
    3. use documents, files, third-party IT systems and data in connection with our Services that contain malicious code or viruses,
    4. use mechanisms, software and scripts that go beyond the functionalities and interfaces provided, in particular if this blocks, modifies, copies or overwrites our Services, as well as
    5. interfere with our Services by altering data (§ 303a StGB), computer sabotage (§ 303b StGB), falsification of data relevant to evidence (§ 269, 270 StGB), suppression of data relevant to evidence (§ 274 StGB), computer fraud (§ 263a StGB), spying out data (§ 202a StGB), interception of data (§ 202b StGB) or other criminal acts.

§ 5 Cooperation Obligations

In particular, you shall provide us with the following additional services and cooperation free of charge:

  1. If necessary: Granting of necessary rights to use third-party software, in particular databases, server operating systems and applications.
  2. If necessary: Creation of backups of the IT system and other IT components.
  3. Reports of material defects, defects of title and malfunctions must include a description of the problem (e.g. with screenshots, anonymized log files).
  4. If necessary: Notification of the guidelines applicable at your company for remote access to your IT system.
  5. If necessary: Provision of test cases, test data and test environments.
  6. In the event of security-relevant updates, we reserve the right to adjust our Services at short notice. Any resulting adjustments to your IT systems must be made by you. If required, we will provide you with support in this regard.
  7. Independent and responsible integration of the Software (including interface, if necessary) into the customer's existing IT system.

§ 6 General Liability

  1. We shall be liable, subject to separate provisions in the Agreement or in these GTC, in particular in §§ 6 and 7, for direct property damage and financial loss caused by us, our legal representatives, vicarious agents and the subcontractors engaged by us up to EUR 100,000 per damaging event, up to a maximum of EUR 200,000 per year of the Agreement term, irrespective of the number of damaging events.
  2. In the event of simple negligence, our liability shall be limited to the foreseeable damage typical for the Agreement. Aside from the breach of essential contractual obligations, our liability for compensation for indirect material damage and financial loss, in particular loss of profit, shall be completely excluded in the event of simple negligence. In case of force majeure as well as in case of gratuitous use of our Services, our liability is excluded altogether in case of simple negligence. Essential contractual obligations are those whose fulfillment makes the proper execution of the Agreement possible in the first place and whose fulfillment may be relied upon. Both parties agree that the contract-typical and foreseeable damage is limited to the amount of twice the order value.
  3. We shall be liable to an unlimited extent in the event of injury to life, body or health as well as in the event of intentional or fraudulent conduct. The same shall apply in the event of the written assumption of a guarantee for the quality or durability of a service to be provided by us.
  4. Our liability under the Product Liability Act shall remain unaffected.
  5. You shall be liable for the actions of your employees, legal representatives, vicarious agents and any other users of our Services as for your own actions. In addition, within the scope of your responsibility (see in particular § 4 para. 1 of these GTC), you shall indemnify us upon first request against liability claims by third parties due to damage caused to third parties and other affected parties by your use of our Services.

§ 7 Warranty

  1. In the event of material defects and defects of title, German statutory provisions shall apply subject to the provisions of this clause. Section 377 of the German Commercial Code (HGB) shall apply. All claims for defects shall be subject to the condition of your immediate notification of defects pursuant to Section 377 (1) and (3) HGB. Your notification of defects must be made in writing (exclusion of electronic form).

Material Defects

  1. In the event of material defects, you shall initially be entitled, at our discretion, to free rectification or new delivery (hereinafter "rectification"). If the defect cannot be remedied after two attempts at rectification, it shall be examined whether your interests can be met by an alternative solution before any termination or withdrawal.
  2. In the case of rent, strict liability for damages for defects existing at the time of transfer is excluded under Section 536a (1) of the German Civil Code (BGB).

Defects of Title

  1. Our Services shall be provided to you free of third-party rights. Please inform us immediately in text form if you become aware of third party rights to our Services.
  2. At our request, you shall provide us with the defense against claims asserted by third parties, provide us with all information necessary for this purpose, give us explanations and grant us powers. In return, we shall indemnify you against claims for payment and damages based on the rights of third parties.
  3. If our Services are actually encumbered with the rights of third parties, we shall be entitled, at our discretion, to,
    1. eliminate the rights of third parties or their assertion (e.g. by paying license fees), or
    2. to modify our Services in such a way that the rights of third parties are no longer infringed.

General

  1. Claims for defects shall not apply if you have made changes to the Services without our prior consent or if the Services are used by you for a purpose not covered by this Agreement and this action is solely responsible for the occurrence of the defect.
  2. All claims based on defects shall become statute-barred after 12 months, unless they are already limited or excluded in accordance with the aforementioned provisions.

§ 8 Rights of use

License Terms

  1. You shall receive a simple, non-exclusive right to use our Services, which shall be limited in time to the term of the Agreement and unlimited in territory.
  2. Your majority-owned group companies are equally entitled to use the Software. An independent authorization to sublicense or otherwise transfer your rights of use is not associated with this. This right of use shall end if the group company no longer meets the requirements of an affiliated company (e.g. within the meaning of §§ 15 et seq. of the German Stock Corporation Act).
  3. You are not entitled to exhibit, publicly reproduce, in particular make publicly available, edit, redesign, translate, decompile or otherwise transform the Software. Your rights under Sections 69d (3), 69e German Copyright Act (UrhG) shall remain unaffected.
  4. We shall be entitled to use our Services, including new releases, as well as any other general know-how, experience, methods and procedures developed in connection with the Agreement for other purposes (provision to third parties, as open source software, etc.).
  5. Unless otherwise agreed, test and demo licenses shall be limited to a term of up to 30 days.

Open Source Software

  1. We grant you such rights to the open source software contained in our Services that can be transferred to you in accordance with the license terms applicable to us. You are permitted to use our Services exclusively within the scope of these license terms. We do not assume any warranty or liability for any use beyond this.

§ 9 Transfer to Third Parties

  1. We are entitled to transfer the Agreement to a legal successor or a group company affiliated with us. We will inform you of this in text form at least two months before the planned transfer.
  2. A transfer of the Agreement to a third party requires your prior consent. In the event of your objection, the Agreement will continue unchanged. The objection shall be deemed good cause for extraordinary termination of the Agreement by us.

§ 10 Confidentiality

  1. In the course of our cooperation, both parties shall gain knowledge of trade secrets of the other party or third parties. A trade secret is information which is neither generally known nor readily accessible to persons who normally handle this type of information, is therefore of economic value and is therefore subject to appropriate secrecy measures (see Section 2 German Trade Secret Act (GeschGehG)). Furthermore, a trade secret is information which is marked as a trade secret, which is protected by industrial property rights or copyright, which is covered by banking secrecy or data protection and for which there is a justified interest in secrecy. A trade secret shall not be information which is known to the respective other party prior to disclosure, which has become known to the public after disclosure without the involvement of the disclosed party, which the disclosed party has learned through an authorized third party and which the disclosed party has developed itself.
  2. The Receiving Party, as well as all those who come into contact with trade secrets as intended, shall be obliged to treat the trade secrets as strictly confidential and to use them or disclose them to third parties and employees only if this is necessary in connection with the business purpose. In all other respects, the receiving party shall protect the trade secrets from disclosure to third parties.
  3. Objects as well as files or other incorporeal objects on which trade secrets are located shall be deleted or surrendered to the disclosing party without undue delay upon request of the disclosing party or upon termination of the contractual relationship at the latest.

§ 11 Final Provision

  1. The entire contractual relationship between the parties shall be governed exclusively by the laws of the Federal Republic of Germany, to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
  2. The place of jurisdiction for all disputes arising from the contractual relationship shall be the competent court at our registered office.
  3. Amendments and supplements to the GTC as well as to the entire Agreement existing between us must be made in text form to be effective. Amendments and supplements to the Agreement that are (have to be) made by us due to changed legal or technical requirements for our service provision without any negative effect on our service commitments shall become effective if you do not object to an amendment in text form within one month after receipt of an amendment notification and we have informed you in advance of your right to object. If you object to the change, the Agreement shall continue to apply unchanged and we shall be entitled to extraordinary termination of the Agreement with one month's notice to the end of the next calendar month. Changes and amendments to the Agreement that we wish to make due to changes in performance, remuneration or other commercial or operational requirements will only become effective if you expressly consent to them. This consent can be given by clicking a consent button in the change notice (email or pop-up as part of using our Services) or in any other simple & transparent way we provide for you. The text form also applies to an amendment of this form clause. The priority of individual ancillary agreements remains unaffected. The priority of individual ancillary agreements remains unaffected. The aforementioned deadlines do not apply and there is only a right to information about changes to the Agreement, provided that the changes are necessary to avert an unforeseen and imminent danger in order to protect you from fraud, malware, spam, breaches of data protection or other cybersecurity risks.
  4. Should one of the provisions of the Agreement be invalid or should the Agreement contain a loophole requiring regulation, this shall not affect the validity of the remaining or loophole provisions. In this case, the parties undertake to replace or complete the invalid or incomplete provisions with provisions that come closest in economic terms to the invalid or incomplete provisions.