General Terms and Conditions

1. Scope

1.1 These General Terms and Conditions (“Terms”) apply to all contracts for services provided by Kodo Leads (hereinafter “Kodo” or “we”), in particular for the “Call list”, “Dossier” and “Buying-signal radar” packages described on our pricing page and for the “One-off list”.

1.2 We enter into contracts exclusively with businesses (Unternehmer) within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law. Consumers within the meaning of Section 13 BGB are excluded from concluding contracts. By placing an order, the customer confirms that it is acting in the exercise of its commercial or independent professional activity.

1.3 Deviating, conflicting or supplementary terms and conditions of the customer only become part of the contract if we have expressly agreed to their validity in text form. This also applies if we perform the service without reservation in the knowledge of such terms.

1.4 These Terms, in the version valid at the time the contract is concluded, also apply to all future transactions with the customer without our having to refer to them again.

2. Contracting Party and Conclusion of Contract

2.1 The contracting party is Benedict Noah Mehlmann, registered in Spain as a sole proprietor (autónomo), trading under the name Kodo Leads. The address and tax number are given in the Imprint.

2.2 The descriptions on our website, in particular the pricing page, do not constitute a binding offer but an invitation to the customer to request an offer.

2.3 The contract is concluded when we send the customer an individual offer in text form and the customer accepts this offer in text form within the binding period stated in the offer, or otherwise within 14 days. Payment of the first invoice or use of the service by the customer is equivalent to acceptance.

2.4 The offer bindingly defines the scope of services, in particular the selected package, the number of companies per billing period, the term option and the price. In the event of conflicts between the offer and these Terms, the offer takes precedence.

3. Subject Matter of the Services

3.1 On the customer's behalf, Kodo researches companies that meet the target criteria and compiles data on these companies. The billing unit is the company. All contact persons found for a company count as one company, never individually. The customer defines the target criteria in its profile and in its respective search request.

3.2 The “Call list” package comprises, per company: company name and address, the contact persons found with their function, their business email address and phone number, insofar as we find them or can derive them in accordance with clause 4.1, and the LinkedIn profile of the contact persons, where available.

3.3 The “Dossier” and “Buying-signal radar” packages additionally comprise, per company: publicly available financial figures, current news and signals with source reference, an assessment of the match with the target criteria and a suggested text for the first approach. The offer specifies which signals the Buying-signal radar monitors.

3.4 Delivery takes place continuously within the respective billing period via access to the Kodo CRM and as a CSV file for download. Access to the Kodo CRM is part of the subscription and ends with the contract. The One-off list is a one-time delivery; its scope and the duration of access are set out in the offer.

3.5 The data is provided on the basis of the target criteria defined by the customer and our automated research. Whether a company meets the target criteria is determined solely by the target criteria that the customer has stored in its profile and in its search request at the time of the research. Every delivered company that meets these criteria has been delivered in accordance with the contract. The customer's subsequent assessment that such a company does not fit its offering or its target group constitutes neither a defect nor grounds for a claim to replacement, credit or price reduction.

3.6 A claim to a specific volume exists only insofar as companies that meet the target criteria exist in the target market. If their number falls below the agreed quota in the billing period, the delivery quantity is reduced accordingly. Unused quotas are not carried over to subsequent billing periods.

3.7 Parts of our service, in particular summaries, assessments and suggested texts, are generated with the support of AI systems. Every signal in the “Dossier” and “Buying-signal radar” packages names its source. We check whether the source supports the statement: only then is it marked as verified; if the source does not support it, the reference to it is dropped. The customer reviews AI-assisted texts before using them.

3.8 We owe the agreed research and provision, not the customer's sales success. Replies, appointments or deals resulting from the delivered data are not the subject matter of the contract.

3.9 A free trial delivery before conclusion of the contract does not establish a contractual relationship or any claim to further free services. Sections 5, 6, 11 and 12 apply to it accordingly.

4. Data Sources, Currency and Replacement Delivery

4.1 The information comes from publicly accessible sources, in particular company websites, legal notices (Impressum), commercial and company registers, official announcements, press releases, public registers and databases and public profiles on professional networks, and from databases of providers of business contact data. We can derive business email addresses from a company's address pattern; we label such addresses as derived.

4.2 Public sources change. Each piece of information reflects the state of the source at the time of our research. We re-check information on contact persons against a public source before 24 months have elapsed since it was last confirmed. If the source confirms the information, the period starts again. If information cannot be confirmed, including because the source is repeatedly unreachable, we delete it automatically from our database once the 24 months have expired. As long as the customer's contract is running, contact persons of companies that the customer keeps in its Kodo account are exempt from this deletion; they are displayed with the date of their last confirmation. This exemption does not apply to persons whose departure from the company is established by the re-check. The exemption ends no later than 30 days after the end of the contract. The deletion concerns our database, not data that the customer has already downloaded (clause 5.3); the customer is itself responsible for such data.

4.3 Since the results are generated on a large scale by automated systems and obtained from public sources, we give no guarantee that the data is complete without gaps, always up to date or absolutely accurate. Technical shortcomings or outdated individual values do not constitute a defect unless a company proves to be unusable within the meaning of clause 4.4. Section 11 applies to liability.

4.4 If a delivered company proves to be unusable because the company demonstrably no longer existed at the time of provision, we will deliver a replacement company free of charge upon notification by the customer. The notification must be made in text form without undue delay, but no later than 14 days after provision of the respective data, and must name the specific defect.

5. Rights of Use

5.1 The customer receives a simple, non-exclusive, non-transferable and non-sublicensable right to use the delivered data, dossiers and suggested texts for its own company's sales and marketing.

5.2 In particular, the following is not permitted: passing the data on to third parties for a fee or free of charge, reselling it, publishing it, including it in databases or products made accessible to third parties, using it for third parties as part of an agency or service activity, unless expressly agreed in the offer, and using it to assess the creditworthiness of natural persons. Affiliated companies within the meaning of Section 15 of the German Stock Corporation Act (AktG) are deemed third parties unless the offer provides otherwise. Passing the data on to the customer’s own employees is permitted, including via a share link from the Kodo CRM; the customer may not distribute a share link publicly.

5.3 The right to use data that was provided during the term of the contract and downloaded by the customer continues after the end of the contract. Access to the Kodo CRM and the data stored there are no longer available after the end of the contract; the customer exports its data before the end of the contract.

5.4 If the customer culpably breaches paragraph 2 or paragraph 7, we are entitled to terminate the contract for cause without notice. The contractual penalty under paragraph 5, claims for damages and further statutory claims remain unaffected.

5.5 For each case of a culpable breach of paragraph 2 or paragraph 7, the customer owes a contractual penalty. We determine its amount at our reasonable discretion, taking into account the severity, extent and duration of the breach; in the event of a dispute, the competent court reviews its appropriateness. The contractual penalty is credited against any claim for damages arising from the same breach.

5.6 The software, database structure, assessment logic and presentation of the Kodo CRM remain our intellectual property. The customer acquires no rights to them beyond use in accordance with the contract.

5.7 The customer may not use the services and results to build a competing product, a comparable database or a competing data service, nor use them for comparative tests with such offerings.

6. Customer Obligations, in Particular Lawful Outreach

6.1 The delivered contact person data is personal data. We are the controller within the meaning of Art. 4(7) GDPR for our research database; the information for contact persons is set out in our Privacy Policy. Upon provision, the customer becomes an independent controller for the further processing of this data. It fulfils the obligations incumbent on it itself, in particular the duty to inform under Art. 14 GDPR at the latest at the time of the first approach, and bases its processing on its own legal basis. No joint controllership under Art. 26 GDPR is established.

6.2 The customer alone is responsible for ensuring that its outreach to the delivered companies and persons complies with applicable competition and data protection law. The law of the country in which the contacted company is based is decisive: in Germany Section 7 of the Act against Unfair Competition (UWG) (advertising by email requires the prior express consent of the addressee, telephone advertising to businesses at least presumed consent), in Austria Section 174 of the Telecommunications Act 2021 (TKG 2021) (advertising calls and advertising emails require prior consent even towards businesses), in Switzerland Art. 3(1)(o) of the Unfair Competition Act (UWG) for electronic mass advertising as well as the asterisk entry in the telephone directory.

6.3 Suggested texts provided by us are drafting aids. Whether, when, through which channel and with which content outreach takes place is decided by the customer, who is responsible for it.

6.4 If a contacted person or company objects to further contact, the customer ceases outreach without undue delay. If such an objection reaches us, we permanently add the data concerned to our internal suppression list and ensure that this contact data is filtered by the system during future data updates and not delivered again; the customer implements the objection in its own systems in parallel.

6.5 The customer indemnifies us against all third-party claims based on a breach of its obligations under this section, including the reasonable costs of legal defence. This does not apply insofar as the customer is not responsible for the breach.

6.6 The customer keeps its access credentials for the Kodo CRM secret, does not pass them on to third parties and informs us without undue delay of any suspected misuse. Each access is personal; the number of accesses is set out in the offer.

7. Prices and Payment

7.1 The price stated in the offer applies. All prices are net. We are registered for VAT in Spain. For customers established in another EU member state, in particular Germany and Austria, the service is deemed to be supplied at the customer's place of establishment; the invoice contains no VAT, and the tax liability passes to the customer (reverse charge under Art. 44 and 196 of the VAT Directive and Art. 69 of the Spanish VAT Act, LIVA). For this purpose, the customer provides us with its valid VAT identification number before the first invoice. For customers established in Switzerland, no Spanish VAT is charged; the customer owes any acquisition tax under Swiss law. For customers established in Spain, Spanish VAT is added.

7.2 The customer itself pays the VAT that has passed to it under the law of its country of establishment (in Germany, Section 13b of the German VAT Act, UStG). If it is entitled to deduct input tax, this does not result in any burden for it. Customers without or with only limited input tax deduction, such as small businesses, bear the VAT of their country of establishment economically themselves; it is not included in the net price.

7.3 If the customer does not provide a valid VAT identification number, or if it cannot be confirmed in the MIAS/VIES system, we charge Spanish VAT at the statutory rate in addition to the net price. A later correction is only made insofar as Spanish VAT law permits it.

7.4 For the monthly subscription, the monthly fee is invoiced in advance for the coming billing month. For the annual subscription, the annual fee is invoiced in advance for the entire term, unless the offer provides for a different payment method. The One-off list is invoiced upon acceptance of the offer.

7.5 Invoices are payable without deduction within 14 days of the invoice date. We issue invoices electronically; the customer agrees to this.

7.6 In the event of late payment, the customer owes default interest of nine percentage points above the respective base rate as well as the statutory lump sum of 40 euros (Section 288(2) and (5) BGB). We reserve the right to claim further damages. If the customer is more than 14 days in arrears with a payment, we may suspend delivery and access to the Kodo CRM until the amount is settled; the obligation to pay remains in place.

7.7 The customer may only set off claims that are undisputed or have been finally established by a court, or exercise a right of retention on account of such claims.

7.8 We may adjust prices with effect for the next renewal period if we announce the adjustment in text form at least six weeks before it takes effect. If the price increases by more than five percent compared with the previous price, the customer may terminate the contract, up until the adjustment takes effect, with effect from the end of the current billing period; we point this out in the announcement. The price remains unchanged within a current annual subscription.

8. Term and Termination

8.1 The monthly subscription has a term of one month from the start date stated in the offer and is extended by a further month in each case unless terminated by either party with effect from the end of the current billing month. Termination is possible up to the last day of the current billing month.

8.2 The annual subscription has a fixed basic term of twelve months from the start date stated in the offer. Either party may terminate it with one month's notice with effect from the end of the minimum term. If the annual subscription is not terminated in due time, it is automatically extended for an indefinite period and may thereafter be terminated by either party at any time with one month's notice to the end of a month. The monthly fee for the extension phase is set out in the respective offer or corresponds pro rata to the agreed annual rate.

8.3 Every termination must be made in text form, for example by email to the address given in the imprint. Receipt by the other party is decisive for timeliness.

8.4 The right of both parties to terminate for good cause remains unaffected. Good cause exists for us in particular if the customer, despite a reminder, is in arrears with more than one monthly fee or culpably breaches section 5 paragraph 2 or paragraph 7 or section 6.

8.5 Upon termination of the contract, delivery and access to the Kodo CRM end. Section 5 paragraph 3 applies to data already downloaded.

8.6 Paragraphs 1 and 2 do not apply to one-time services such as the One-off list.

9. Availability of the Kodo CRM

9.1 We provide the Kodo CRM as an online service. Where maintenance work affects access, we announce it at least 24 hours in advance where possible and schedule it at low-traffic times. We reserve the right to short-term interruptions for compelling reasons, such as security updates.

9.2 The customer is itself responsible for a suitable internet connection and an up-to-date browser. The point of transfer of our service is the router exit of the data centre we use.

9.3 If the online service is disrupted, we deliver ordered data as a CSV file by email on request.

10. Warranty

10.1 The customer notifies us of defects in text form without undue delay and describes them in a way that allows us to reproduce them. For unusable companies, replacement delivery under section 4 takes precedence.

10.2 In the event of defects, we first provide subsequent performance, at our discretion by remedying the defect or by replacement delivery. If subsequent performance fails twice or is unreasonable, the customer may reduce the fee for the billing period concerned appropriately or, in the case of material defects, terminate the contract for cause.

10.3 Insofar as tenancy law applies to the provision of the Kodo CRM, strict liability under Section 536a(1) BGB for defects existing at the time the contract is concluded is excluded.

10.4 We only give a quality guarantee if we expressly declare it as such in text form. Descriptions on the website and in offers are not guarantees.

11. Liability

11.1 We are liable without limitation for intent and gross negligence, for damage resulting from injury to life, body or health, under the German Product Liability Act and to the extent of any guarantee we have given.

11.2 In the event of a slightly negligent breach of an essential contractual obligation (that is, an obligation whose fulfilment makes the proper performance of the contract possible in the first place and on whose observance the customer may regularly rely), our liability is limited to the damage typical for the contract and foreseeable at the time the contract was concluded. The amount of this limitation is capped at the net fee paid by the customer to us in the twelve months preceding the damaging event.

11.3 Otherwise, our liability for slight negligence is excluded. This applies in particular to lost profits, lack of sales success and indirect damage.

11.4 Within the scope of the preceding paragraphs, we are only liable for the loss of data up to the amount that would have been required for its recovery if the customer had backed up its data properly and regularly.

11.5 The above limitations also apply to the personal liability of our employees, representatives and vicarious agents.

12. Data Protection and Confidentiality

12.1 Our Privacy Policy describes how we process personal data of the customer and its users.

12.2 Both parties treat as confidential all non-public information they receive about the other party in connection with the contract and use it only to perform the contract. On the customer's side, this includes in particular its target criteria and sales approach; on our side, in particular sources, methods and assessment logic. This obligation continues for three years after the end of the contract.

12.3 The confidentiality obligation does not apply to information that was already known to the receiving party, that becomes public without its involvement, or that must be disclosed due to a legal obligation or an official order.

13. Use as a Reference

13.1 We only name the customer as a reference, for example with its name and logo on our website, with its prior consent in text form. Consent may be withdrawn at any time with effect for the future.

14. Changes to These Terms

14.1 We may amend these Terms with effect for the future insofar as this is necessary for objective reasons, for example due to changes in legislation or case law, changed technical circumstances or extended services, and the customer is not unreasonably disadvantaged as a result. The subject matter of the services and the price are not changed in this way.

14.2 We announce changes in text form at least six weeks before they take effect and highlight the amended sections. If the customer does not object in text form by the time they take effect, the changes are deemed accepted; we point out this consequence and the right to object separately in the announcement. If the customer objects, the contract continues under the previous terms; in this case, either party may terminate it with effect from the end of the current billing period.

15. Final Provisions

15.1 The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG) and the conflict-of-laws rules of private international law.

15.2 If the customer is a merchant (Kaufmann), a legal entity under public law or a special fund under public law, or has no general place of jurisdiction in Germany, the exclusive place of jurisdiction for all disputes arising from or in connection with this contract is Offenburg. We remain entitled to sue the customer at its general place of jurisdiction.

15.3 The contractual language is German. If we provide an English version of these Terms, it serves to aid understanding; in the event of discrepancies, the German version prevails.

15.4 Amendments and additions to the contract must be made in text form. This also applies to any waiver of this text form requirement.

15.5 Should any provision of these Terms be or become invalid in whole or in part, the validity of the remaining provisions remains unaffected. The invalid provision is replaced by the statutory provision.