1.1. These GTC apply to all, including future, services of Advanced Sales Technologies GmbH (hereinafter referred to as “Salesy”) in connection with the provision of services, software and the operation of portals, interfaces and Internet services (“Salesy services”). They regulate the contractual relationship between Salesy and the natural and legal persons (hereinafter referred to as “users”) who access Salesy or use Salesy services, either manually or using automated systems.
1.2. Salesy's offers are aimed exclusively at entrepreneurs within the meaning of § 14 BGB, i.e. natural or legal persons or partnerships with legal capacity. Only these are users within the meaning of these terms and conditions. In this respect, Salesy rejects the conclusion of a contract with consumers. Upon conclusion of the contract, the user declares that his use is predominantly attributed to his commercial or self-employed professional activity.
1.3. "Customers" are also understood to mean all users who enter into or have entered into a contractual relationship (e.g. by placing an order or registering) with Salesy by means of a separate declaration and who have accepted these General Terms and Conditions.
1.4. Agreements, ancillary agreements, individual guarantee promises, or assurances that deviate from these conditions are only valid if they have been recorded in writing and confirmed in writing by Salesy (more precisely: by an authorized person expressly or by virtue of his position as an organ, procuration or his power of attorney).
1.5. Deviating conditions confirmed according to Section 1.4 are to be regarded as subordinate to these General Terms and Conditions in the event of a conflict, unless explicitly stated otherwise.
2.1. Salesy's business is the automated collection, processing, monitoring, analysis, and provision of current or relevant information from digital sources. The resulting so-called "results" can also contain contact and address data, derived characteristics (e.g. industry key, sales and employee figures, technologies used) and certain events/signals (e.g. the information that a company had a specific event such as a manager change).
2.2. Internet pages, public interfaces of various platforms (e.g. from social media), as well as databases and various search services from partner companies are regularly queried as “sources” (see also Section 3.3).
2.3. Content that is freely accessible to the public is predominantly indexed and processed within the legally permissible framework. In individual cases, content and data from partner companies may be legally protected. All content is provided via the "Salesy search index" in the so-called Salesy Data Cloud.
2.4. Salesy focuses on company-related data and content. If personal data is also affected by the indexing or processing, Salesy adheres to the legal requirements according to DSGVO, etc.
2.5. According to the legal opinion, the use of Salesy does not constitute order processing according to § 28 DSGVO and is therefore possible without an order processing contract (AVV).
2.6. Users usually access the Salesy search index via a web browser, via software on a mobile device or via technical interfaces. Certain search queries are used to query topics, companies, people, products, events, financial figures, data sets, changes or signals, either individually or regularly. The user uses the results provided for the purpose of self-information or a permissible commercial activity.
2.7. If the range of services is supplemented by additional third-party services, Salesy will obtain the user's consent to any additional necessary contractual conditions before the respective activation of the additional services.
3.1. Salesy grants the user a non-exclusive license for access to the Salesy software and the use of Salesy services, limited to the duration of the cooperation. In particular, the type, number and scope of access are regulated. The resale, transfer or rental of the granted licenses is only permitted with the prior written consent of Salesy.
3.2. The user is provided with a protected work environment that can be called up via the Internet, which he can access using a login and password or via an interface using authorized calls. In this, the results are provided according to the specifications and configurations of the user.
3.3. The scope and the selection of the sources are subject to Salesy's discretion. In order to ensure that the offer is up to date and effective, Salesy reserves the right to expand, change or supplement the sources at any time. The user can suggest sources for supplementation or inquire about their processing status. For technical and legal reasons, however, the user has no right to certain sources being processed to a certain extent.
3.4. In individual cases, Salesy is entitled to reject specific queries or search requests if these cannot be carried out or are unreasonable for technical or legal reasons. In these cases, Salesy will inform the user in a suitable form.
3.5. The user acknowledges that all results according to Section 2.1 come from a large number of different, constantly changing sources and are determined automatically by a technology. Salesy therefore owes neither a complete or correct content of the results nor that the concrete presentation is up-to-date or correct. Salesy expressly does not adopt the content and statements from the delivered results as its own - not even if the results fit into the overall picture of the Salesy offer for design reasons.
3.6. The user confirms that he understands that the results provided are determined automatically and that no prior verification by Salesy takes place due to the mass and speed of processing. The user is aware that results may therefore contain incorrect, infringing, unlawful, offensive or otherwise inappropriate or inappropriate text, images, data or works. He will not regard this fact as a defect and will not derive any claims from it, e.g. for consequential damage against Salesy.
3.7. Technical data, specifications and performance information in public statements, especially in advertising material, are not to be understood as such as information on the quality of Salesy products in the contractual sense.
4.1. After a Salesy work environment has been set up for the user, he is responsible for keeping all authentication data assigned to him such as logins, passwords, tokens or API keys (collectively “access data”) secret. He will not pass this on to third parties and is particularly responsible for any misuse that occurs with the access data assigned to him.
4.2. The user also undertakes to comply with these GTC when using Salesy services and to exercise due diligence as is customary in the business. This means in particular:
a) To not exploit any program errors to one's advantage, but to report them immediately.
b) To not manipulate the service or its infrastructure.
c) To not use the service for illegal or unfair purposes.
d) To not spread viruses, worms or other malicious code via the Service.
e) To not read Salesy's offers and databases using automated scripts/queries (scraping), unless this is explicitly part of the contractually agreed use and takes place via interfaces provided for this purpose.
f) To not attempt to gain possession of profile and personal data of other users or to jeopardize the privacy of Salesy.
g) To not intentionally mislead other users of Salesy services.
h) To not reproduce, copy or modify the software.
4.3. If there is evidence or serious suspicion that a user has committed a breach of duty in accordance with Section 4.1. or 4.2. committed or attempted to do so, Salesy can exclude the user from using their services with immediate effect until the matter has been finally clarified.
4.4. The customer and user data required for business transactions are processed electronically within the framework of the provisions of the GDPR. Salesy guarantees compliance with the provisions and the user agrees to the processing of their data in accordance with the currently valid Salesy data protection declaration.
4.5. Every user is given the opportunity in their work environment to configure queries, filters and thus the result of hits themselves. He is therefore obliged to cooperate in carrying out his configuration independently and checking it regularly. If he finds that the resulting results do not meet his requirements, he will immediately ask Salesy for support. The parties agree that an incorrect or defective configuration of the queries does not constitute a defect in quality or performance.
4.6. If Salesy provides data provided as part of the offer with special additional information (e.g. flagging contact details that are on Robinson lists), Salesy assumes no liability for the correctness and up-to-dateness of this information. The user is obliged to check the information provided for correctness before using it.
5.1. The hits and results found by Salesy (in particular data, addresses, news and articles) are delivered subject to all exploitation rights. The user undertakes to use all excerpts, data, texts, images, etc. (regardless of the respective carrier medium) only to the extent permitted by law, in compliance with statutory regulations (e.g. according to UrhG, DSGVO or UWG) or on the basis of a separate agreement with the respective rights holder to reproduce, distribute, make publicly available or otherwise use.
5.2. The following regulations in sections 5.3. – 5.9. only apply to users of the products CONNECT, TARGET, DATACARE and API:
5.3. Salesy collects, processes and uses addresses, characteristics, information, and contact data from or about companies within the scope of the products described in 5.2. People can also be recorded in the context of their self-employed or dependent commercial activity if they appear publicly (e.g. by naming their name and role on the company website, possibly with an extension number or business e-mail address given there). The collection of this "address and contact data" as well as its transfer to the user takes place in accordance with the provisions of the GDPR
5.4. The user undertakes to use personal data, as well as address and contact data only within the legally permissible framework (e.g. in accordance with any data protection and competition law regulations and for a legitimate purpose). Depending on the purpose or further processing, it may be necessary for the user to inform the data subjects or to explicitly obtain the necessary consent from the data subjects before processing:
a) Salesy points out to the user that such consent (e.g. a "double opt-in") does not go hand in hand.
b) If the application of the user requires that the data subjects be informed individually about the processing of their data, the user will list Salesy as the source in the individual information letter, as well as other sources identified by Salesy, if applicable, and also link to the data protection information for the Salesy search engine.
c) The user himself is responsible for the legal admissibility of the use, in particular from the point of view of data protection and competition law. Salesy is not responsible for ensuring that the data supplied is suitable for the purpose intended by the user.
5.5. Salesy grants the user a simple, non-transferable right of use to the databases and database works made available. With the exception of the following points a) - c), the user is not entitled to rent, resell or otherwise pass on the databases obtained from Salesy to third parties.
a) The transfer takes place within your own company as part of regular use. Affiliated companies within the meaning of Section 271 HGB, subsidiaries or locations in other countries are only included if they have been explicitly included in writing as part of the order.
b) A transfer to external service providers (e.g. agencies, call centers, etc.) is only permitted if they act as direct vicarious agents of the user and their possible use is restricted to the corresponding process in a suitable form in terms of space and time.
c) A transfer to the user's own customers is only permitted in individual cases and after prior approval by Salesy. The conclusion of a separate agreement may be necessary for the release.
In any case (a – c), the user will oblige affiliated companies, vicarious agents, service providers and their own customers in the same way in accordance with these GTC and, if necessary, conclude legally required data transfer contracts.
5.6. If the user provides Salesy with their own data, for example for the purpose of updating or enriching, they hereby grant Salesy a simple, temporally and spatially unrestricted right of use to process this data, reproduce it and compare it with their own data. The user is aware that this can be a prerequisite for the provision of certain services. In this case, however, the regulations according to Section 2.5 apply in particular.
5.7. In the case of 5.6, Salesy undertakes to treat all confidential data and information received from the user as confidential and to only make them accessible to those persons to whom disclosure is necessary to fulfill the order. The use of the data for any other purpose is excluded. At the end of the contract, Salesy will delete the confidential data and information received.
5.8. As part of a contract with Salesy, a user can perform online views, downloads, exports, synchronizations or API calls of single or multiple data sets at once. Depending on the package selected, these processes can be carried out at no additional cost (flat rate), within the framework of a fixed free quota (volume) or for a fee (price per data set). The customer will therefore inform its users accordingly and only permit access to the above-mentioned processes to persons who are entitled to use offers that are subject to a fee. However, he has the option of having certain functions restricted for certain users when the contract is concluded.
5.9. In order to ensure the contractual conformity of the use and operation of the system, the user authorizes Salesy to log the queries or calls made to the system individually or in aggregate form and to analyze them manually or automatically.
5.10. If it occurs as a result of a breach of the provisions in paragraph 5.1. until 5.9. mentioned regulations by the user to an infringement of the rights of third parties, this exempts Salesy from all resulting claims. The reimbursable costs also include the reasonable costs of a legal defense that Salesy should incur when defending against third-party claims. However, Salesy will inform the user immediately of any legal defense measures to be taken. In such disputes, Salesy may only make settlements with third parties after consultation with the user. Otherwise, Salesy will bear the costs of the dispute itself.
6.1. A contractual relationship with the user comes about through the written or electronic transmission of an order to Salesy or through a telephone agreement with a customer advisor. It is deemed to have been confirmed if the user does not object to the commercial order confirmation immediately after receipt or as soon as the first fulfillment action (e.g. the start of use after sending the access data) has taken place.
6.2. The fees valid at the time the contract was concluded and made known to the user from the current price list, a previously submitted specific offer or the prices shown on the website apply. All prices are in euros plus statutory sales tax.
6.3. Unless otherwise agreed in writing in the offer or the order confirmation, the following modalities apply: The minimum term for each Salesy contract is two years. The fees for each service period are always due in full for the entire term in advance. Invoicing takes place immediately after the order confirmation and must be paid by the customer within 10 working days of receipt.
6.4. When placing an order, the user will truthfully and completely provide all information necessary for the provision of services. Salesy must be informed immediately of subsequent changes, for example to the address or the contact person.
6.5. All contracts are automatically extended at the end of the term under the contractually agreed conditions by the last agreed contract term, unless notice of termination is given up to 3 working days before the end of the term or something else was previously agreed in writing. Receipt of the declaration by Salesy is decisive for the effectiveness and timeliness of a termination. Termination is also possible electronically to service@Salesy.de, provided that the sender can be clearly assigned.
7.1. Salesy will start correcting errors in the software within the response time (period during office hours [Monday to Friday from 9 a.m. to 6 p.m., excluding national holidays] from the notification of the defect) and will correct the errors within the time for correction.
7.2. In the event of serious errors of error class 1 (= the error prevents the use of the subject matter of the contract or essential parts of the subject matter of the contract), Salesy will be notified within 10 hours in accordance with Section 7.1. start with the elimination and rectify the error in a reasonable time.
7.3. In the case of other errors of error class 2 (= use is not significantly impaired), Salesy will begin to eliminate them within a reasonable period of time and fix them as soon as internal processes at Salesy (e.g. the next update of the Salesy software) enable efficient elimination.
7.4. An error can be classified in a lower category after partial improvement or after showing a workaround by Salesy.
7.5. The user's notification of defects can initially also be made verbally (by telephone). However, it must be repeated in text form no later than the next working day and must describe the facts complained about as an error in as much detail as possible and also as reproducibly as possible (error message).
8.1. Salesy is only liable to the user for damage caused intentionally or through gross negligence. This does not apply if essential obligations of the contract are violated by Salesy. Significant contractual obligations are those whose fulfillment enables the proper execution of the contract in the first place and on whose compliance the contractual partner regularly relies on and may rely. For each contract year, liability for the breach of essential obligations is limited to the remuneration that the customer owes in the year in which the damaging event occurs; this limitation does not apply if it is a contract-typical, foreseeable damage that is typically higher than the annual remuneration.
8.2. Salesy is not liable for financial losses with regard to indirect damage, in particular consequential damage caused by defects, damage to image, consequential damage to image, unforeseeable damage or atypical damage as well as in the case of slight negligence with regard to lost profits.
8.3. No-fault liability prescribed by law – in particular liability under the Product Liability Act and statutory guarantee liability – remains unaffected by the above limitations of liability. The same applies to Salesy's liability in the event of culpable injury to life, limb, or health.
8.4. The liability limitations or exclusions according to Section 8.1. until 8.3. also apply to the personal liability of employees, employees, representatives, organs and vicarious agents of Salesy.
9.1. Salesy is entitled to have contractually owed services also provided by third parties, in particular by companies affiliated with the company. In this case, Salesy will ensure that confidentiality and data protection are guaranteed within the legally prescribed and customary framework for the fulfillment of the contract.
9.2. Salesy is entitled to assign its own claims from the contracts to third parties, in particular to affiliated companies, or to authorize third parties to assert claims in their own name.
9.3. The parties may only offset claims against the other party with undisputed or legally established claims. The parties can only assert a right of retention in cases of undisputed or legally established claims.
9.4. Salesy undertakes to comply with the applicable legal provisions of the Minimum Wage Act (MiLoG), to properly calculate the required minimum wage and to pay it to its employees; in the event of changes, adjust the amount as of the reference date and also impose this obligation on third parties within the meaning of Section 9.1.
10.1. Due to changes in the current legal situation or changes to the offer, it may be necessary to adapt these GTC. Salesy reserves the right to make changes to these General Terms and Conditions. Salesy undertakes to inform users in writing in good time. The change becomes part of the contract if the user does not object in writing to its inclusion in the contractual relationship within one month of receipt of the notification of the change. If the user makes use of his right to object, the contract with the old terms and conditions will continue unchanged. The right of the contractual partner to terminate the contract remains unaffected.
11.1. The law of the Federal Republic of Austria applies to the contractual relationship, excluding the UN sales law.
11.2. The place of performance for all rights and obligations arising from this contract is the registered office of Salesy Advanced Sales Technologies GmbH.
11.3. If the user is a merchant, a legal entity under public law or the holder of a special fund under public law within the meaning of § 38 ZPO, the exclusive place of jurisdiction is the registered office of Salesy Advanced Sales Technologies GmbH.
11.4. Changes and additions to Salesy contracts must be in text form; this also applies to a waiver of this text form requirement. Terminations can also be made in text form (e.g. by e-mail or fax), cf. Section 6.5.; Oral subsidiary agreements were not made.
11.5. The nullity or ineffectiveness of individual provisions of these General Terms and Conditions does not affect the validity of the remaining provisions.
Last update: 13.12.2021