General terms & conditions

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General Terms and Conditions (GTC)

1. Scope of the GTC

1.1. These General Terms and Conditions (“GTC”) apply to all services that Echobot Media Technologies GmbH (“Echobot”) provides to its customers (“Customers”), such as internet portals, interfaces, software and further internet based services, which customers may use manually or through automated systems (the “Echobot Services”).

1.2. The Echobot Services are intended for entrepreneurs within the meaning of Section 14 BGB (German Civil Code), i.e. for natural or legal persons who or which, when entering into a legal transaction, act in exercise of a business or profession. The Customer confirms that the use of the Echobot Services is primarily for commercial or professional purposes.

1.3. To use the Echobot Services, Customers must enter into a paid or free contract with Echobot in text form (e.g., by placing an order or by registering) which usually incorporates these GTC.

1.4. Echobot does not accept Customer’s general purchase conditions (if any). Any individual agreements (e.g., additional and ancillary provisions such as guarantee commitments or assurances) take precedence over these GTC only if they have been provided in text form to Echobot and confirmed in text form by Echobot (i.e. by an authorized Echobot representative).

2. Content and use of the Echobot Services

2.1. Echobot provides automated services that include the indexing of relevant information from digital sources, processing, monitoring and analysis. The results from searches performed on the Echobot Services contain contact and address details and similar data (e.g., branch codes, sales and employee figures, technologies used by companies) and data of events or other information signals (e.g., data indicating a change in management).

2.2. For the different products it offers, Echobot regularly scans news channels, databases, websites, social media networks, as well as current commercial register and financial information. Sources also include interfaces of various platforms, databases, and search engine services from Echobot partner companies (cf. Section 3.3).

2.3. Echobot primarily indexes (in the Echobot data cloud) content that is freely accessible to the public. Occasionally, Echobot may include information that is protected by intellectual property or similar laws. Both Echobot and the Customer are responsible for ensuring that the content is only processed to the extent legally permissible. Users (which usually access the Echobot search index via a web browser, software installed on mobile devices or technical interfaces) may perform individual or regular searches querying companies, people, products, events, key financial figures, data sets, changes and other information signals but may use the results only for permitted commercial activities.

2.4. Echobot focuses on data and content related to enterprises. In the event that Echobot’s indexing or processing includes personal data, Echobot complies with legal requirements under the German Federal Data Protection Act (BDSG) and the General Data Protection Regulation (GDPR). Since Echobot processes data, including any personal data, for its own purposes and not on behalf of Customers, Echobot does not enter into a data processing agreement (DPA) with Customers. Information on Echobot’s data processing can be found in the Echobot privacy policy: https://www.echobot.io/data-privacy.

2.5. In the event Echobot offers additional Echobot Services to Customers, Echobot may seek the Customer’s consent to additional terms and conditions prior to the activation of such additional services.

3. Echobot Services and licenses

3.1. Echobot grants to the Customer, including its employees authorized to use the Echobot Services (“Users”), a non-exclusive license to use the Echobot Software and Services in accordance with these GTC and any additional provisions agreed between Echobot and the Customer. Such individual provisions govern, in particular, the type of use, the number of Users, and the scope of access granted to Users. The resale, transfer, or lease of the license to third parties requires prior consent of Echobot in text form.

3.2. Echobot provides all Users with a secure working environment, which Users may either call up via the internet and access by entering their login and password or use via a software interface permitting an authorised access. Echobot makes available the information requested by Users in their respective working environment as configured by the Users.

3.3. The exact scope of the Echobot Services, including the selection of sources, are subject to change. To improve on the swiftness and efficiency of the services, Echobot may expand, modify, or supplement the sources at any time. Users may suggest that Echobot adds sources and requests information on the sources that Echobot processes, but shall not have a right to request the processing of specific sources.

3.4. Echobot is entitled, in each case, to reject specific queries or searches if Echobot cannot reasonably carry out the search for technical or legal reasons. In these cases, Echobot will inform the User as appropriate.

3.5. The Customer acknowledges that all results to user queries arise from a large number of sources that are subject to change, and that Echobot indexes the sources automatically. Echobot is not responsible for the completeness or correctness of the results and their content, nor for their relevance or accuracy. Echobot notes that it does not have any influence on or control over the content of search results.

3.6. Echobot processes and delivers search queries and results automatically without manual checks which is necessary given the volume of processed information and speed of processing. The Customer acknowledges that the results may contain incorrect, harmful, illegal, offensive, or otherwise inappropriate or unsuitable texts, images, or works. Such content shall not be considered a defect of the Echobot Services.

3.7. Echobot provides the Echobot Services on all calendar days and ensures that during operating times the Echobot Services have an availability of 99% in the annual average. The operating time does not include the period between 0:00 and 4:00 a.m. (Central European Time) during which Echobot may perform maintenance, make backups, or provide updates. The operating time shall further exclude periods in which other maintenance activities take place, provided that such maintenance has been announced up to 24 hours prior to commencement, and does not last for longer than six hours in each case. Operational disruptions beyond Echobot’s control (e.g., disruptions caused by force majeure or unrelated third-parties) are excluded from the operating times.

4. Duties of the User

4.1. Users are responsible for the confidentiality of their authentication credentials, such as logins, passwords, tokens, or API keys (collectively “Access Data”) and shall not pass these on to third parties. They are responsible for a misuse of Access Data resulting from a failure to comply with these obligations.

4.2. Customers shall ensure that all Users authorized for the respective Customer are aware of and observe these GTC when using Echobot Services and exercise due care during their use. This means, in particular:

a) Users shall not exploit any potential programming errors to the detriment of Echobot and shall immediately report errors, bugs and any shortcomings relevant for IT security to Echobot when Users become aware of such occurrences.
b) Users shall not unduly interfere with the Echobot Services or Echobot’s infrastructure.
c) Users shall refrain from using Echobot Services for illegal purposes.
d) Users shall ensure not to spread viruses, worms, or other malicious code via the services.
e) Users shall not access services and database works of Echobot by means of automated scripts/queries (e.g., through “screen scraping”), except if such access has been expressly provided for in the use contract and is done via interfaces designed and/or made available for such a purposes by Echobot.
f) Users shall not attempt to gain access to profile and personal data of other Users or otherwise jeopardise the privacy and security of any data stored by Echobot.
g) Users shall not mislead other Echobot Service Users.
h) Users shall not duplicate, copy, or modify the Echobot software.

4.3. If there is evidence or a serious suspicion that a User has committed a breach of Sections 4.1. or 4.2., or has attempted a breach, Echobot may, with immediate effect, exclude the User from the further use of the Echobot Services until the matter has been reasonably resolved or, if the matter cannot be reasonably resolved, suspend such User and/or the respective Customer’s account.

4.4. Echobot processes the Customer and User data required for their transactions electronically and in compliance with the provisions of the GDPR, BDSG and the German Media Act (TMG).

4.5. If a Customer uses e-mail related functions together with the Echobot Services, such Customer must ensure that its e-mail use is permitted under applicable laws, e.g. if it is based on consent the Customer must obtain recipient’s before sending out e-mails.

4.6. Within their working environment, Users have the possibility to configure queries and filters, and determine the composition of their results. Users are responsible for customising and regularly checking their configuration. Users may obtain assistance with this from Echobot staff. An improper or inadequate configuration of the queries does not constitute a defect in quality or performance of Echobot Services.

4.7. To the extent Echobot adds additional information to data provided as part of the service (e.g., indicating that certain contact details are on the “Robinson” list), Echobot is not responsible for ensuring that this information is accurate and up-to-date. Customers must check the accuracy of the information provided before use.

5. Work results, rights, and obligations

5.1. Echobot does not grant any rights, licences or warranties to use the results (especially for data such as addresses and news, or articles) to Customers or Users. Should Users decide to copy, reproduce, disseminate, or make available results provided by Echobot, the respective Customer is responsible for ensuring that such action is permitted by law and in accordance with applicable provisions (e.g., German Copyright Act, the General Data Protection Regulation or the German Fair Trade Practices Act) or permitted under agreements with consent from all respective rights holders and/or data subjects.

5.2. The following provisions in Sections 5.3. – 5.9. only apply to Customers of the products “CONNECT”, “TARGET”, “DATACARE”, and “API”:

5.3. The Customer undertakes to use address and contact data only in legally permissible ways and in accordance with data protection and competition laws. Depending on the processing purpose, it may be necessary for the Customer to inform the data subjects or to explicitly obtain the necessary consent from the data subjects prior to processing:

a) In particular, Customers must, in cases in which they rely on consent as a basis for data processing and/or communication, obtain such consent in a valid manner. In particular, merely verifying that the data has been obtained from the respective data subjects may not be sufficient to obtain valid consent (e.g., in case a User relies on a “Double opt-in”).
b) In the event that it is necessary for the Customer to inform data subjects individually about the processing of their data, the Customer shall list Echobot as a source in the respective individual information notice, and, in addition, other sources as identified by Echobot, and provide links to the privacy policy for the Echobot search engine.
c) Customers are responsible for the legal admissibility of the use, in particular for their compliance with all provisions under data protection and competition law. Echobot is not responsible for ensuring that the data provided by Echobot is suitable for the purposes intended by the User.

5.4. Echobot grants to the Customer a non-exclusive, non-transferable right to use the databases it makes available to the Customer. With the exception of Points a) – c), the Customer is not entitled to lease, resell, or otherwise transmit the databases obtained from Echobot to third parties.

a) Use of the data may only take place within the Customer’s enterprise. Use within any other enterprises (including affiliated companies) is only permitted with prior consent of Echobot in text form.
b) Data transmission to external service providers (agencies, call centres, etc.) is only permitted for uses where these providers directly support the Customer for the Customer ‘s own purpose and the possible use is limited in terms of territory and time to the Customer ‘s respective purpose for processing.
c) Data transmission to the Customer’s own customers is only permitted with prior consent of Echobot in text form in each individual case. As a precondition for such consent, Echobot may require the Customer to enter into a separate agreement.
In every case where data is processed outside of the Customer’s enterprise (a – c) the Customer must conclude an agreement with the third party that reflects all obligations of the Customer under these GTC and all statutory rules and requirements (e.g., rules applicable to data processing agreements under data protection laws).

5.5. If the Customer of Echobot provides data to Echobot, e.g., for the purpose of updating or enriching such data, the User grants to Echobot a non-exclusive right to process such data as necessary, and, for the time and territory necessary for Echobot, to perform the services agreed between the parties. (see also Section 2.5 ).

5.6. Echobot will keep any personal data and other information provided by the Customer (such as User details) confidential, and will only make the data available to employees or service providers as necessary to complete or perform Echobot’s Services and as agreed between the parties. Echobot will delete the received data and information at the latest upon expiration of the respective contract term.

5.7. Depending on the individual agreement between Echobot and the Customer, the Customer may have a right to use the data to make online calls and/or to download, export, synchronise, or make API requests for individual or multiple data sets at once. Depending on the package selected by the Customer, these processes may be available without additional costs (flat rate), be included within the framework of a fixed free contingent plan (volume), or may be subject to a charge (price per data record). The Customer will inform its customers accordingly and only allow access to such processes to employees authorized to use these services (in particular where the use of services results in a charge). The Customer may restrict certain features for certain Users when concluding the contract.

5.8. To ensure that the use and operation of the data provided by Echobot to the User and the use of Echobot’s infrastructure comply with the provisions agreed between Echobot and the Customer, the Customer authorises Echobot to log the queries or calls made to Echobot’s system, individually or in an aggregated form, and to analyse these manually or automatically. Echobot will process personal data in connection with such monitoring in accordance with Echobot’s privacy policy (see www.echobot.io/data-privacy).

5.9. The Customer shall indemnify Echobot from any third party claims arising from an infringement of third-party rights caused by the Customer (e.g., as a consequence of an infringement of Section 5.1. to 5.9). This includes the reimbursement of reasonable legal costs incurred by Echobot to defend itself against third-party claims. Echobot shall inform the respective Customer of any legal claim raised against Echobot without undue delay. Echobot shall, before entering into any settlement with such third party, consult with the Customer. If Echobot decides to enter into a settlement without the User’s consent, Echobot shall bear its own costs resulting from such settlement and in connection with the dispute.

6. Orders, prices and contract term

6.1. Users enter into a contract with Echobot by transmission of an order in text form to Echobot or by agreeing on a contract via telephone. An order shall be deemed confirmed if the Customer does not, without undue delay, object to a confirmation in text form received from Echobot or as soon as the first fulfilment action (e.g., if the product is used after sending the access data) has taken place.

6.2. The fees apply as published by Echobot on its website or individually notified to the Customer as the case may be. All prices are quoted in euros and exclude statutory VAT.

6.3. The fees for every service period (i.e. the initial contract term and any renewal period) are due in advance for the entire term. Echobot will issue an invoice upon receipt of an order confirmation. Payment of the invoiced amount is due within 10 working days of receipt by the Customer.

6.4. The Customer must communicate all information that Echobot reasonably requires to perform the services correctly and completely when placing the order. The Customer must inform Echobot without undue delay of any relevant changes, e.g., to the User’s address or the relevant contact person.

6.5. Unless otherwise individually agreed with the Customer in text form, the minimum term of the contract is two years from the date on which the parties have entered into the contract. The contract automatically renews for periods of two years each, unless terminated by either party at least three days prior to the end of the respective contract term. The termination notice may be directed to service@echobot.de and must clearly indicate the sender and the contract that it applies to.

7. Repair of software errors

7.1. Echobot will commence repair of any software errors during Office Hours (from 9 a.m. to 6 p.m.) on Business Days (Monday to Friday, except bank holidays in Baden Wuerttemberg, Germany).

7.2. In the event of a major error (an error that entirely impedes the use of Echobot’s Services or of material parts of the services), Echobot will commence repair during Office Hours within 10 hours upon notification of the error and remove the error within a reasonable timeframe.

7.3. In the event of any other error (which does not significantly impair the use of Echobot’s Services), Echobot will commence repair within a reasonable timeframe and remove them as soon as practicable, usually with the next regular update of the Echobot software.

7.4. A major error may be reclassified as other error by Echobot once Echobot has repaired the error to an extent where it does not impede the use of Echobot’s Services entirely or a material part of the services.

7.5. The User may notify errors initially by telephone but shall repeat such error notification in text form within the following Business Day. The error notification shall include the facts associated with the error in as much detail as reasonably required to reproduce and repair the error.

8. Liability

8.1. Echobot shall only be liable to the User for damages caused intentionally or with gross negligence. This shall not apply if Echobot breaches essential obligations of the contract. Essential contractual obligations are those whosefulfilment makes the proper execution of the contract possible in the first place and on whose compliance the contractual partner regularly relies and may rely. The liability for a breach of essential obligations shall be limited for each contractual year to the remuneration owed by the customer in the year in which the damage event occurs; this limitation shall not apply if the damage is foreseeable and typical for the contract and is typically higher than the annual remuneration.

8.2. Echobot’s liability is excluded in case of pecuniary loss with regard to indirect damage, in particular consequential damage caused by a defect, damage to the image, consequential damage to the image, unforeseeable damage or atypical damage as well as in case of slight negligence with regard to loss of profit.

8.3. Any statutory strict liability – in particular liability under the Product Liability Act as well as statutory warranty liability – shall remain unaffected by the above limitations of liability. The same shall apply to Echobot’s liability in case of culpable injury to life, body or health.

8.4. The limitations or exclusions of liability according to Sections 8.1. to 8.3. shall also apply to the personal liability of Echobot’s employees, representatives, bodies and vicarious agents.

9. Provision of services, billing and third parties

9.1. Echobot is entitled to involve third parties to provide the agreed contractual services, in particular companies affiliated with Echobot. Echobot will ensure that such third parties comply with Echobot’s obligations under this agreement, in particular with confidentiality and data protection obligations and with data protection laws.

9.2. Echobot is entitled to assign its rights under the contract to third parties, in particular to affiliated companies, or to authorise third parties to assert Echobot’s rights under the contract in their own name.

9.3. Echobot undertakes to comply with the applicable statutory provisions under the Minimum Wage Act (MiLoG), to properly pay the required minimum wage to its employees, to adjust the amount in the event of changes of applicable minimum wage laws with effect on the date where such changes become effective, and to impose this obligation on third parties as defined in Section 9.1.

10. Right to make amendments to the GTC

Echobot has the right to amend these GTC, to adapt the GTC to changes of applicable laws, or to the services Echobot offers. In this event, Echobot will inform the Users of the amendment in text form reasonably in advance. The amendment is incorporated and applies unless the User objects in text form within one month of receipt of the notification about the amendment. If the User exercises its right of objection, the contract will continue to apply based on the GTC without the amendment. In this case, any rights of the parties to terminate the contract remain unaffected.

11. Final provisions

11.1. The contract with the Customer, including these GTC, shall be governed by the laws of the Federal Republic of Germany under exclusion of the UN Sales Convention.

11.2. The place of performance for all rights and duties under this contract is the registered office of Echobot Media Technologies GmbH.

11.3. The exclusive place of jurisdiction is the registered office of Echobot Media Technologies GmbH.

11.4. Amendments to this contract and declarations to Echobot (including termination notices) must be made in text form; this also applies to a waiver of this text form requirement. Verbal amendments, including ancillary agreements, are invalid.

11.5. The invalidity of individual provisions of these GTC shall not affect the validity of the remaining provisions.