Terms and conditions

§ 1 Scope

(1) These terms apply to all contracts between Consilion GmbH, Jungenhofener Weg 10, 96114 Hirschaid, Germany ("Provider") and the customer regarding use of the ARKTOS platform.

(2) The service is offered exclusively to businesses within the meaning of § 14 BGB, to legal persons under public law and to public-law special funds. No contracts are concluded with consumers.

(3) Deviating, conflicting or supplementary terms of the customer do not become part of the contract, even if the Provider does not expressly object to them or performs without reservation while aware of them.

(4) Individually agreed terms, in particular the respective offer and any data processing agreement, take precedence over these terms.

§ 2 Subject matter and conclusion of contract

(1) The Provider makes the platform available to the customer over the internet for the term of the contract (software as a service). There is no claim to the source code or to a local installation.

(2) The service consists of providing one or more workspaces with the number of named seats specified in the offer, together with the functions included in them.

(3) The scope of services follows from the respective offer and the service description valid at the time of conclusion. The contract is concluded upon acceptance of the offer in text form or upon provision of the workspace.

(4) The Provider develops the platform continuously. Changes that do not materially restrict the contractually owed functionality are permitted and do not constitute a defect.

§ 3 Availability

(1) The Provider owes availability of 98 per cent on a monthly average, measured at the handover point to the internet and excluding announced maintenance windows.

(2) The Provider will announce maintenance work at least 48 hours in advance in text form or in the application where possible. Urgent security measures may be carried out without prior notice.

(3) Periods in which the platform is unreachable for reasons outside the Provider's control — in particular failures of upstream providers, internet disruptions or force majeure — do not count as unavailability under paragraph 1.

§ 4 Rights of use

(1) For the term of the contract the customer receives the simple, non-exclusive, non-transferable and non-sublicensable right to use the platform as intended via the agreed seats.

(2) Seats are personal. Simultaneous or alternating use of one seat by several people is not permitted. Reassigning a seat to another person is permitted when the previous person leaves permanently.

(3) The customer may not make the platform available to third parties, in particular may not rent it out or operate it as a service for third parties. Affiliated companies are excepted where expressly agreed in the offer.

(4) Reverse engineering, decryption, extracting data through interfaces other than those provided for the purpose, and automated bulk retrieval are prohibited unless mandatorily permitted by law.

(5) The Provider acquires no rights in the data the customer places into the platform or has collected there. The Provider may process it insofar as this is necessary to provide the service.

§ 5 Customer obligations

(1) The customer is responsible for the lawfulness of the data it places into the platform or has collected there. This applies in particular to personal data of third parties, such as contact details of individuals at target companies. The customer ensures that a legal basis exists for processing them.

(2) The customer alone decides whom to contact via the platform. The customer is responsible for ensuring that outreach complies with competition law, in particular § 7 UWG, and with data protection law. The Provider produces drafts; it neither assesses the admissibility of the outreach nor obtains a legal basis on the customer's behalf.

(3) The customer keeps access credentials confidential, protects them against third-party access, and notifies the Provider without delay of any suspected misuse.

(4) The customer names a contact person for the cooperation and maintains the infrastructure required for use — internet access and a current browser.

(5) The customer indemnifies the Provider against third-party claims arising from a breach of paragraphs 1 to 3, including reasonable costs of legal defence. This does not apply insofar as the customer is not responsible for the breach.

§ 6 Machine-generated results

(1) Core functions of the platform generate results using language models. These include in particular enriched company data, scores against the criteria configured by the customer, research and analysis reports, and draft outreach texts.

(2) These results are proposals based on publicly accessible sources and on the data the customer has entered. They may be incomplete, out of date or incorrect. The Provider warrants neither accuracy nor completeness.

(3) In particular, the results do not constitute investment advice, legal advice, tax advice or an audit. They do not replace the customer's own examination. Decisions based on these results are taken by the customer on its own responsibility.

(4) Estimated values are marked as such in the application. The customer is obliged to observe that marking when using them further.

§ 7 Third-party services and customer-supplied keys

(1) The platform integrates third-party services, in particular language models, web retrieval services, contact databases and email delivery.

(2) For some of these services — currently Anthropic, Firecrawl, RocketReach and Inven — the platform uses only access keys supplied by the customer. To that extent the customer is the contracting party of the respective provider and bears the fees incurred there. The Provider owes neither availability nor scope of service for those services.

(3) If a third-party provider changes its service, terms or fees, or discontinues them, the Provider is entitled to use an equivalent service. It will inform the customer in text form.

§ 8 Fees and payment terms

(1) Fees follow from the respective offer. They generally consist of a recurring fee per workspace, a fee per seat and a one-off setup fee. All prices are exclusive of statutory VAT.

(2) Recurring fees are due annually in advance unless the offer provides otherwise. Invoices are payable in full within 14 days of receipt.

(3) If the customer books additional seats during the term, these are charged pro rata for the remaining term. A reduction in the number of seats takes effect at the end of the current contract period.

(4) Usage-based fees, in particular for machine-processing quotas, are billed according to actual consumption. The application reports consumption.

(5) The Provider may adjust recurring fees with effect from the start of a renewal period. It will give notice of the adjustment in text form at least four months before it takes effect. If the adjustment exceeds five per cent, the customer may terminate the contract with effect from the end of the current period; the Provider will point this out in the notice.

(6) If the customer is more than 30 days in arrears with a not insignificant part of the fees, the Provider may suspend access after prior notice. The obligation to pay continues for the duration of the suspension.

§ 9 Term and termination

(1) The contract runs for an initial term of twelve months from provision of the first workspace.

(2) It renews for further periods of twelve months each unless terminated by either party with three months' notice to the end of the respective term.

(3) Notice of termination must be given in text form.

(4) The right to terminate for cause remains unaffected. Cause exists for the Provider in particular if the customer materially breaches § 4 or § 5 despite a warning.

§ 10 Data export and deletion after the contract ends

(1) The customer may export its data at any time during the term using the functions provided for that purpose.

(2) After the contract ends, the Provider keeps the data available for export for 30 days. Within that period the customer may request an export in a common machine-readable format.

(3) After that period the Provider deletes the customer's data. Backups follow on their regular retention period of 14 days and are then deleted as well.

(4) Statutory retention obligations and entries in the immutable change log remain unaffected; the latter are pseudonymised.

§ 11 Data protection

(1) Insofar as the Provider processes personal data on behalf of the customer while providing the service, the parties conclude a data processing agreement under Art. 28 GDPR before processing begins. It takes precedence over these terms.

(2) The customer is the controller for the content processed in the workspace.

(3) The Provider's processing of account and contract data as a controller is governed by the privacy policy.

§ 12 Confidentiality

(1) The parties treat as confidential all information of the other party marked as confidential or confidential by its nature. On the customer's side this includes in particular the search strategy configured and the matters pursued in the workspace.

(2) The obligation does not apply to information that is publicly known, becomes known without breach of this obligation, was independently developed, or must be disclosed by law.

(3) The obligation continues for three years after the contract ends.

(4) The Provider may name the customer as a reference only with the customer's prior consent in text form.

§ 13 Liability for defects

(1) German tenancy law applies to the provision of the platform for a limited time. § 536a (1) BGB is excluded insofar as it concerns strict liability for defects existing at the time of conclusion of the contract.

(2) The customer reports defects without delay in text form, described so that they can be reproduced.

(3) An insignificant impairment of suitability does not constitute a defect. There is no defect where a disruption is caused by improper use, by data or access keys supplied by the customer, or by the failure of a service under § 7 (2).

§ 14 Liability

(1) The Provider is liable without limitation for intent and gross negligence, for damage arising from injury to life, body or health, under the Product Liability Act, and to the extent of any guarantee given.

(2) In the event of slightly negligent breach of an obligation whose fulfilment is essential to the proper performance of the contract and on whose observance the customer may regularly rely (cardinal obligation), the Provider's liability is limited in amount to the foreseeable damage typical of the contract at the time of conclusion.

(3) Liability under paragraph 2 is limited per incident to the fees paid by the customer in the twelve months preceding the damaging event, and in total to that amount per contract year.

(4) Liability is otherwise excluded.

(5) The Provider is not liable for decisions the customer takes on the basis of machine-generated results under § 6, nor for the commercial success of any outreach or transaction prepared via the platform.

(6) For loss of data the Provider is liable only up to the amount that would have been necessary for recovery had the customer maintained proper and regular backups.

(7) The above limitations also apply for the benefit of the Provider's legal representatives and vicarious agents.

§ 15 Force majeure

Events of force majeure that materially impede or prevent the Provider's performance release it from its obligation to perform for the duration of the disruption. These include in particular large-scale internet disruptions, attacks on the infrastructure, official orders and the unforeseeable failure of an upstream provider. If the disruption lasts longer than six weeks, either party may terminate the contract for cause.

§ 16 Changes to these terms

(1) The Provider may change these terms with effect for the future insofar as the change is occasioned by a change in the law, by supreme court case law or by a change in technical conditions, and does not unreasonably disadvantage the customer.

(2) The Provider gives notice of the change in text form at least six weeks before it takes effect and points out the right to object and the consequences of objecting.

(3) If the customer does not object within six weeks of receipt, the change is deemed accepted. If the customer objects, either party may terminate the contract with effect from the date the change takes effect.

§ 17 Final provisions

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

(2) The exclusive place of jurisdiction for all disputes arising from this contract is the Provider's registered office in Hirschaid, provided the customer is a merchant, a legal person under public law or a public-law special fund. The Provider is also entitled to sue at the customer's general place of jurisdiction.

(3) The customer may assign rights under this contract only with the Provider's prior consent in text form. Consent may not be withheld without good reason.

(4) Set-off is permitted only with undisputed or legally established claims.

(5) Should any provision of these terms be or become invalid, the validity of the remaining provisions remains unaffected.