The general terms and conditions for business, usage and licensing (referred to in the following as the general terms and conditions of business) form an integral part of every contract between the databyte GmbH, Seelandstraße 14-16, 23569 Lübeck (referred to in the following as databyte), and its customers (referred to in the following as customers) as well as their legal successors.

Databyte provides its services, performances and deliveries exclusively on the basis of these general terms and conditions of business.

The validity of these general terms and conditions of business extends to all the offered services, performances and deliveries of databyte. By availing of the services, performances and deliveries made by databyte, the customer acknowledges the binding nature of these general terms and conditions of business.

Any other, contradictory or additional general terms and conditions of business, usage and/or licensing and will not be considered a part of the contract.

Customers in the sense of these general terms and conditions of business are both consumers as well as companies.

The offers and services of databyte are intended exclusively for businesses (entrepreneurs) as defined under § 14 of the German Civil Code (BGB). If a consumer as defined in § 13 of the German Civil Code (BGB), whose classification as such is not unequivocally apparent to databyte from the external circumstances, intends to enforce his rights as a consumer, he shall then be under obligation to draw attention to this even at the time of entering into business relationship with databyte, to point this out in any individual orders. In such cases, databyte is free to refuse to enter into a contractual relationship with the consumer and to refuse delivery of goods and services to them.

The sole authorised entities as per these general terms and conditions of business are the legal or natural persons or legally empowered groups of persons (companies), who have been named in the registration process and who are registered with databyte under the ID and access code provided by databyte, and confirmed to the applicant(s). Third parties as understood in these general terms and conditions of business are thus all unregistered natural or legal persons or legally authorised groups of persons (companies), even if these happen to be the shareholders, sister concerns, corporate undertakings or companies of the customer associated with each other by contractual relationship.

All quotations and prices of databyte are non-binding. The right to technical changes as well as changes to the format, content and depth of information are reserved within the limits of reasonable scope.

The contract comes into existence only after it is duly signed and accepted, namely, in writing. With the confirmation through user registration of the customer, giving the details of the access ID, or when databyte commences the execution of the contract. Mere confirmation of receipt from databyte for the contractual offers communicated by the customer through electronic means will not constitute a binding acceptance of the contract by databyte.

The conclusion of the contract and the processing of the contract will follow subject to proper and timely deliveries of public information from other sources needed for the service offer being made to databyte. Databyte will inform the customer without delay about eventual non-availability or essential changes to the services or deliveries or to parts of the service or delivery. Any compensation that may have been made already is to be refunded without delay.

The business and other information offered by databyte is created by databyte by incorporating and evaluating information from a large number of accessible sources of data. If information has been taken from public directories or listings or other sources, no check will be conducted on the factual correctness, completeness and currentness as well as the correct way of writing and representing these data, unless there is justifiable, verifiable and identifiable reason to doubt the processed and saved information, or the reliability of third party sources, in the case of automated data processing or as a result of concrete tips from concerned persons. Sources will not be named and/or disclosed to the customer in individual cases.

2. The information and data communicated by databyte may be used by the customer only as support in making decisions concerning the evaluation and use for which the customer alone shall be responsible. A request for information will only be considered as an order to provide that information in the form of business information that databyte is capable of providing as per the relevant product description and these general terms and conditions of business. No research apart from this will be conducted in individual cases and/or in view of certain data and/or information that is not available in the databases. The scope of services due to be delivered by virtue of the contract of the information process offered by databyte arises exclusively from the description of services for the module that is claimed by the customer and from these general terms and conditions of business.

The customer may use the data transferred to him by databyte exclusively with due consideration for the applicable legal stipulations of the Data Protection law of the Federal republic of Germany (Bundesdatenschutzgesetz) as well as any other applicable regulations on data protection (such as the law on telemedia, Telemediengesetz) and processed and/or used expressly for fulfilling the purpose for which they have been delivered to the customer by databyte, as per the justifiable usage contract.

It is the responsibility of the customer to ensure that the data delivered by databyte are used and interpreted in a responsible manner, with due respect for any interests that might need to be protected and for the right of self determination regarding the information pertaining to the concerned companies and/or persons. Any use, storage or processing of the data other than for the purposes agreed to contractually or for purposes of third parties is forbidden. In particular, saving, processing and/or forwarding the data to third parties in unaltered and/or modified form is not allowed, quite independent of the database protection and copyright laws.

The customer shall ensure that, while importing texts and data to his own servers and/or data storage media, all the existing license and other copyrights of databyte and of third parties to the transferred information and are respected, and that the transferred data is not used for setting up an electronic archive/database for third parties, and, in particular, that they are not replicated for use by a number of third parties, or that the transferred data is not passed on to third parties or made accessible or usable to them without the prior written consent of databyte, even after such data has been processed or processed separately.

Databyte reserves the right to log selection criteria or specifications, query times, session durations, etc. along with the customer data, and to save these (log-files/IP-addresses).

If business information from the debtor directory is communicated, the customer shall be obliged to fulfil his obligations from § 18 of the Debtor Directory Ordnance (Schuldnerverzeichnis-Verordnung, SchuVVO).

During registration (§ 2 Point 2.) the customer should communicate the required data completely and truthfully. Changes should be notified to databyte without delay.

The customer is further under obligation to protect the usage and access permissions (licenses) agreed upon against access by third parties, and to update these to the extent defined by databyte. The customer is not allowed to make available or otherwise accessible to third parties the usage and access rights assigned to him.

In the event of data transferred to the customer by databyte is used by third parties against the terms of the contract and under circumstances for which the customer can be held responsible, the customer shall pay to databyte the prices that the unauthorised co-user and / or third party would have been liable to pay in the event of entering into a proper license contract of use.

In addition to this, for every culpable violation of the obligations arising out of § 4 Points 1. to 3. and Points 5. and 7., the customer shall have to pay to databyte an immediate contractual penalty that is equal to five times the license fee. Damage compensation claims that extend over and above this will be enforceable with the proviso that the contractual penalty paid can be offset against the damage compensation claims.

The customer shall be responsible in full measure for any actions or negotiations of his agents of fulfilment and execution.

Upon being requested for the first time, the customer shall hold databyte free of all third party claims which may be brought to bear by the latter as a result of attributable, culpable violations of the law on the part of the customer, in particular, on account of violations of duties that the customer is obliged to as per § 4 Points 1. to 3 and Points 5. to 7. of these general terms and conditions of business, or in general on account of culpable violations of the law on the part of the customer.

The customer undertakes to hold databyte free from damage of any kind from complaints, damages, loss or claims that may be incurred by the customer on account of the execution of the contract, insofar as the Customer can be held responsible. The customer undertakes in particular to hold databyte free and upon initial request of any form of liability whatsoever and from all obligations, expenses and claims that may be incurred as a result of damages due to the injury, disrepute, violation of personal rights, due to the loss of services for other customers, on account of violation of non-material rights or an other rights, insofar as the customer may be held responsible for the same. The obligation to hold free from liability refers to the costs that might be necessary for warding off such claims or enforcements.

The prices will be determined definitively by the latest price list of databyte in each case, or the written confirmation of the order from databyte. All prices in business transaction with customers entitled to deduct pre-tax are to be understood as net prices only and shall fall due for immediate payment with the statutory taxes and without deductions.

If the customer delays payment, databyte shall be entitled to levy penal interests to the tune of 5 percentage points p.a. over and above the basic rate of interest, where the customer is a consumer (as per § 13 BGB). If the customer is a business (as per § 14 BGB), then § 7 Point 3 Clause 1 will be applicable, with the proviso that the penal interest will amount to 8 percentage points p.a. over and above the basic rate of interest. Independent of § 7 Point 3 Clause 1, databyte shall be at liberty to show proof of a higher contractual damage.

If the customer is found defaulting on payment, databyte shall be entitled to refuse or withhold the services due till the customer pays the contractually agreed compensations, if databyte has already reminded the customer at least once prior to this and without success about the unfulfilled payment obligations, by setting an appropriate grace period. databyte’s right to enforce the damage compensation clause and the right to terminate the contract due to extraordinary reasons will remain unaffected by this.

The customer is allowed to offset against a claim from databyte only if the customer’s claim is not contested by databyte or if it is found to be legally enforceable.

The delivery of business information to the customer will take place at the latter’s own risk and expense, through a secure data transfer.

Deliveries from databyte will be made in the sequence in which the orders are received, so long as the customer has not specified a specific delivery schedule. Delivery schedules specified by the customer will count as binding and agreed upon only if databyte confirms this in writing to the customer.

Orders as well as services of any kind will be fulfilled by databyte only if a there are no outstanding payments from other contracts.

In the event of changes to contracts that could have a bearing on the delivery schedule, the delivery period will be extended accordingly. In significant cases, databyte is entitled to cancel the order.

In the event of a delay in deliver or inability to deliver on the part of databyte, the customer is entitled, after setting an appropriate extension term in writing, to withdraw from the contract. Other claims, in particular, damage compensation claims against databyte, are ruled out, unless the delay or inability can be attributed to intent or gross negligence on the part of databyte.

All databases, data and programmes of databyte are protected by name and brand, as well as under copyright and competition law. The sole proprietor of all rights is the databyte GmbH, Seelandstraße 14-16, 23569 Lübeck. In the event of entering into any kind of legal relationship with databyte, there shall be no assignment full rights in view of the rights mentioned above, but only to the extent of a contractually defined licensing, always.

If the individual description of a usage module or a written conformation of databyte does not result in anything to the contrary, databyte shall assign exclusively to the registered customer as understood in these general terms and conditions of business the non-exclusive, non-transferable, and non-lettable or loanable and non-extendable right to save the business information, data and programmes or database contents that are communicated online for purposes of own use on a single Computer/PC, and to use them exclusively for the purpose agreed to in the content of agreement with databyte, and confirmed in writing by databyte (single user license). Usage in a computer network (LAN) requires the prior written consent in the form of a multi-user license.

The duration of the license from the time of calling the business information will be agreed upon individually between the parties. The right will cease without requiring any special termination, at the time agreed upon contractually.

If the customer has violated statutory or contractual protection clauses or license agreements from this contract, if databyte in particular comes to know of facts that lead to the confirmation or suspicion that the customer is not using the data that has been requested by or supplied to him for the legally permitted purposes and/or in a reliable manner, databyte will be entitled to refuse the customer and/or exclude him with immediate effect from the call process.

The use of the business information and data that is called from the database and saved at the customer’s end is allowed for a period of 12 months at the most from the contract end date.

Data that has been stored at the time of ending, and/or programmes provided by databyte for processing such data should be deleted without delay and irretrievably. On request, databyte should be provided with a truthful written confirmation.

The right to extraordinary termination in legal cases remains unaffected.

If the customer is a business establishment, then the written service description forwarded by databyte alone shall count as agreed upon. Public statements, promotions or advertising statements do not constitute contract bound statements properties as per contract. databyte does not provide any guarantee or undertake any liability that the databases, data and/or programmes will meet any special expectations or requirements of the customer over and above the manufacturer’s data or that they will lead to results desired by the customer.

Unless explicitly assured in writing, databyte has not conducted any checks on the contents of the database, with due consideration for the particularities of data and database contents with address material and other facts and information subject to constant change, obtained partly from own statements of the concerned parties, partly arising from third party analyses. Databyte therefore does not undertake any liability for the postal and/or content-related correctness, completeness and up-to-date nature of the saved and transferred database contents at the time of saving and transfer, and/or for their use and usability at the customer’s end. Rather, databyte points out that even careful and quick selection and importing of sources that have already been in existence at the time databyte creates the database could contain errors and/or deviations in the saved information from the actual state, which are not apparent or recognisable. The same holds good for the existence or continued existence of the consent of concerned persons as understood under the BDSG, with the saving and further processing of data at the time of transfer and the further use of data relating o persons. databyte however strives through its updating service to process as soon as possible inaccuracies and changes that are brought to its notice positively, and to make these available to the customer.

The obsolescence period for claims arising due to material defects is 24 months and commences with the transfer of the purchased product. If the customer is an entrepreneur (§ 14 BGB), this period is 12 months from the time of hand over.

Paragraph 1 is not applicable to the liability for damages arising due to injuries to the person or health that can be attributed to an intentional or negligent violation of obligations on the part of databyte or an intentional or negligent violation of obligations on the part of a legal representative or agent of databyte.

Paragraph 1 is not applicable to the liability for other damages that can be attributed an intentional or grossly negligent violation of obligations on the part of databyte or an intentional or grossly negligent violation of obligations on the part of a legal representative or agent of databyte.

If the customer is a business establishment, he shall have to notify without delay any apparent defects in the delivered business information. If the data is accepted without notifying any defects, these will be deemed to have been approved, provided these this is not defect that could not be recognised during the scrutiny.

For damages other than those arising through injury to the life, body and health, databyte alone will be liable, insofar as this is due to intentional or grossly negligent action or culpable violation of an essential contractual obligation by databyte, its employees or its agencies (sub-contractors). This holds good also for damages arising due to the violation of obligations in contract negotiations as well as engaging in disallowed transactions. Any liability that goes beyond the compensation of damages this is ruled out.

Except in the case of liability for intentional or negligent behaviour, violation of a cardinal obligation or injury to the life, limb and health by databyte, its employees or its agencies, the liability shall be limited to the damages that are typically foreseeable at the time of concluding the contract, and in extent to the typical average value for the contract. This is also applicable to indirect damages, especially lost profits.

The stipulations of the product liability law will remain unaffected by this.

Liability of databyte for erroneous and/or incomplete information and/or data, that can be traced back to incorrect entries or details as well as to incorrect transfer of the sources underlying the database is excluded, unless the erroneous and/or incomplete information and/or data can be attributed to malicious intent or gross negligence on the part of databyte. The exclusion of liability in particular affects costs if any and/or charges arising from returns.

Databyte is not liable for loss of data, difficulties in accessing and for damages arising through improper use of the of the user profiles by the customer or as a result of system errors, system failures that are caused by forces majeures or other effects and for which the employees and/or agents of databyte are not responsible.

For the loss of data and its restoration databyte will be liable if such a loss could not have been averted by appropriate data protection measures (virus scanners, daily data back ups at least once a day) on the part of the customer.

Despite extensive efforts to keep its own systems free from external viruses, worms and other causes of damage, databyte cannot guarantee that its system will be free from errors and viruses. Further, databyte cannot guarantee that the system will be available without interruption. Databyte will not in particular be liable for outages and damages in computer systems that can be traced back to forces majeures, alien effects or to an outage or a malfunction of the gateway, networks, providers or host-servers.

Predictable outages due to maintenance works will be communicated promptly and in advance to the customer. No claims can be pressed in this regard.

If the liability as per the above points is limited or excluded, the exclusion or limitation of liability will be extended to the consequent damage claims resulting from these.

Databyte will remain free from objections on grounds of contributory negligence.

Regarding data protection, the data protection information of databyte will be applicable.

Any other hits or multiple hits for the requested business information could under circumstances be assigned not to the requested person/company, but to a person/company having the same or a similar name. The score that is transferred should be constantly checked with the help of the query data and/or the identity of the person making the request for information to avoid irrelevant conclusions on the creditworthiness or payment behaviour of the queried person/company.

Score value and output text must always be evaluated in relation to each other. Only the output text contains details about the matches and estimates of the payment risk. The score is based on the age of the characteristics, the extent of the claims, “value” of the characteristics and the quality of matches or statistical values.

The information from databyte with the score values are just one of several values that should assist the customer in estimating the payment risk at the time of making the request. This is not bound to any decision on the creditworthiness of a person/ company. This would be the exclusive responsibility of the customer.

Databyte saves its database and determines its score values from various sources. If no characteristics are available about the queried person/company (payment record, collection process, dubbed claims, insolvency procedures, statutory insurances, arrest orders), the creditworthiness is estimated by databyte with the help of statistics.

For the purpose of deciding on the creation, implementation or termination of the contract we collect or use probability values included in their calculation including address data.

The law of the Federal Republic of Germany will be applicable, with the exclusion of the UN Convention on Contracts for the International Sale of Goods - CISG. The imperative clauses of the country of domicile of the customer will remain unaffected by this.

If the contract partner is a sales person, a legal person of public office or a special fund under public law, or if it does not have a general court of jurisdiction within the country, or has changed domicile after conclusion of the contract to a foreign country, or if the residence is unknown at the time of institution of proceedings, the place of execution (fulfilment) and the court of jurisdiction for the conflicts ensuing from this contract shall be the headquarters of databyte.

In case individual stipulations of these general terms and conditions of business should become ineffective or go against statutory regulations, the remaining terms and conditions of business will remain unaffected.