General Terms and Conditions

1.1. These General Terms and Conditions (GTC) govern the contractual relationship between ProxDeal GmbH, with its registered office in Munich, Germany (the “Provider”), and the respective contractual partner (the “Customer”) regarding the use of the software-as-a-service solution “ProxDeal”. The Provider’s current contact details can be found in the imprint. The Provider’s services are directed exclusively at entrepreneurs within the meaning of § 14 of the German Civil Code (BGB), legal persons under public law or special funds under public law within the meaning of § 310(1) BGB. Consumers within the meaning of § 13 BGB are excluded from using the services.

1.2. The version of the GTC valid at the time the contract is concluded shall apply in each case. Conflicting or supplementary terms and conditions of the Customer shall not become part of the contract unless ProxDeal expressly agrees to their validity in writing. This consent requirement shall also apply where the purchaser refers to its own terms and conditions when placing the order and we have not expressly objected to those terms and conditions.

1.3. These GTC shall also apply to all future contractual relationships, and therefore also where no express reference is made to them in additional contracts.

1.4. “Service” means the SaaS solution “ProxDeal”, which uses artificial intelligence and data analysis to enable a search for suitable companies for M&A transactions; the Customer can independently create longlists and shortlists from the search results.

1.5. “User” means any person authorised by the Customer who uses the Service on behalf of the Customer.

1.6. “Confidential Information” means all information that is marked as confidential or whose confidential nature arises from its content or from the specific circumstances of its processing.

2.1. Under these GTC, the Provider grants the Customer access to the SaaS service “ProxDeal”. This comprises in particular the fully automated, AI-supported search for suitable companies for buyers as well as the creation and management of the Customer’s own longlists and shortlists. The specific scope of services is set out in the respective offer.

2.2. For the term of the contract, the Provider grants the Customer a non-exclusive, non-transferable and revocable right to use the Service. Changes or further developments that materially affect the range of functions will be notified to the Customer in an appropriate manner.

3.1. The Customer may use the Service solely for its own internal business purposes. Any use beyond the agreed scope requires the prior written consent of the Provider. Any misuse is prohibited.

3.2. Misuse of the Service occurs in particular where the Customer or a User authorised by it circumvents security mechanisms, gives unauthorised third parties access, uses data unlawfully, uses automated scripts/bots for mass queries or performs other acts that significantly impair the Provider’s infrastructure. In the event of misuse, the Provider is entitled to terminate the contract without notice or to block access.

3.3. The Customer is obliged to take appropriate security measures within its sphere of influence in order to prevent misuse or unauthorised use of the Service by third parties.

3.4. Use of the Service is limited to the contractually agreed user access (seat). Each seat is personal (named-user licence) and may not be transferred to other persons without the Provider’s consent. One reassignment per year is permitted, provided that the Provider is informed in advance. Additional seats may be purchased for a separate fee; the terms for these are set out in the offer or in a separate agreement.

3.5. Although the Service is not expressly limited in terms of the number of queries, the Customer undertakes to use it in a customary and reasonable manner (fair use). Excessive use or automated mass access that impairs the Provider’s infrastructure is prohibited. In the event of a breach, the Provider may temporarily restrict or block access until the conduct has ceased.

4.1. The recurring fees for the Service are set out in the respective offer. Additional seats may be purchased for an additional charge, as specified in the offer or in a price list.

4.2. Unless otherwise agreed, invoices are issued monthly in advance. Payments are due without deduction within seven days of the invoice date. As a rule, payments are made by bank transfer, unless another method of payment has been expressly agreed.

4.3. In the event of default in payment, the Provider is entitled, following an unsuccessful written reminder and the expiry of the deadline set therein, to charge default interest at the statutory rate and to suspend access to the Service until all amounts due have been paid in full. Fees already paid will not be refunded.

4.4. The Provider offers the Service “ProxDeal” in various subscription options, which may differ in particular in terms of range of functions, supporting services (support), number of users and/or fees. The specific content, limits and prices of the respective subscription options are set out in the respective offer or in a price list. A change of subscription option during the term of the contract is only possible with the Provider’s consent and with correspondingly adjusted remuneration.

5.1. The contract is concluded upon acceptance of the respective offer and confirmation of these GTC. The term and the service period are determined by the respective offer. The contract has a minimum term of twelve months unless otherwise specified in the offer. It is automatically extended by a further twelve months in each case unless notice of termination is given in due time (notice period as defined in the offer, otherwise 3 months) to the end of the term.

5.2. Where a minimum term has been agreed, the Customer is entitled to terminate the contract at any time by giving two months’ notice to the end of a calendar month in order to switch to another service provider offering comparable services (switching termination). No specific switching fee is charged for this. The Customer may choose between ending the contract at the time the switching termination takes effect and continuing to use the Service against payment until the end of the agreed minimum term. If the minimum term has not yet been reached at the time the switching termination takes effect and the Customer has waived continued use, the pro rata remaining annual fee shall become due no later than upon completion of the switch. Even after the minimum term has been reached, ProxDeal may charge fees in the event of a switching termination where, for technical reasons, a transitional phase extending beyond the time at which the switching termination takes effect is required to complete the switch.

5.3. The right to extraordinary termination (without notice) for good cause remains unaffected. Good cause exists in particular where there is a material breach of these GTC, an application for the opening of insolvency proceedings has been filed in respect of the Customer’s assets, or there is a default in payment of more than 30 days.

5.4. Notwithstanding the aforementioned grounds for termination, the Provider reserves the right to terminate the contractual relationship extraordinarily if material interests of the Provider are impaired or if its continuation cannot reasonably be expected for economic or legal reasons. In such a case, the Provider will refund fees already paid on a pro rata basis, provided that the Provider has no further claims.

5.5. Upon termination of the contract, the Customer is obliged to cease using the Service. The Provider is not obliged to store or restore the Customer’s data after the end of the contract. The Customer may export its lists from ProxDeal during the term of the contract; after the end of the contract, access is no longer possible unless statutory retention periods apply.

6.1. The Provider is entitled to unilaterally adjust the recurring fees for the Service, the features of the Service (in particular scope of service, service levels, additional services) or other content of these GTC, insofar as the adjustment is based on objectively verifiable reasons or mandatory requirements, in particular on a) an increase in the costs of services procured from upstream suppliers, for example in the form of licence fees, b) technological developments, c) changes required by law or ordered by public authorities, or regulatory requirements, or d) a demonstrable change in index values, in particular industry-specific ones (e.g. energy price index, labour cost index, consumer price index), or in comparable external cost indicators.

6.2. The Provider will notify the Customer in writing of any intended change within the meaning of clause 6.1 that is relevant to the Customer at least 30 days before it is scheduled to take effect. The notification will contain a comprehensible description of the proposed change(s), the reasons for it/them, (in the case of fees) the basis for calculating the amount of the adjustment, and the date on which it/they will take effect.

6.3. If, within 30 days of receipt of the relevant notification, the Customer does not expressly object in writing to the change(s) notified to it, the change(s) shall take effect. An objection within the aforementioned period entitles the Provider, for its part, to terminate the contract within 14 days by giving 30 days’ notice or to submit an alternative offer to the Customer. If there is neither a termination by the Provider nor an agreement on a new contract, the contractual relationship shall – unless this is prevented by mandatory regulatory obstacles or by technical obstacles beyond the Provider’s control – continue on the existing terms until the end of the originally agreed term.

6.4. The Customer is entitled to terminate the contract extraordinarily and free of charge from the time it is notified of the proposed changes until the time they are scheduled to take effect, if the change results in an increase in fees or a restriction of the essential function(s) of the Service.

7.1. Both parties undertake to keep the other party’s Confidential Information strictly secret and to use it exclusively for the purpose of performing the contract. This obligation does not apply to information that is publicly known or that – without this being based on a breach of duty – was lawfully obtained from third parties or could be developed independently.

7.2. Upon termination of the contract, Confidential Information shall, at the option of the disclosing party, either be returned or destroyed, unless statutory retention periods preclude this.

8.1. The Provider’s liability is limited to intent and gross negligence.

8.2. Liability is limited in amount to the total usage fees paid in the twelve months preceding the occurrence of the damage. In particular, no liability is accepted for lost profits, business losses or indirect damage arising from the contract of use.

8.3. The Customer acknowledges that the Service offered under the ProxDeal brand achieves an average annual availability of around 98%, which is to be regarded as a high level by market standards. Brief outages or maintenance work do not give rise to any claims. Wherever possible, maintenance work is carried out outside normal business hours and notified to the Customer in advance.

8.4. The Provider accepts no liability for the loss of or damage to data unless this is attributable to intentional or grossly negligent conduct on the part of the Provider. Despite careful selection of sources, no warranty is given for the substantive accuracy or the timeliness of the data provided.

10.1. The Customer receives at least one seat for the Service. Further seats may be purchased by arrangement and for a separate fee, where the offer provides for this.

10.2. The Provider is entitled to use the Customer’s logo as a reference. The Customer may use the ProxDeal logo for its own references or marketing purposes until this permission is revoked.

10.3. The Customer may provide the Provider with feedback on product development without this giving rise to any claim to its implementation. The Provider is also entitled to transfer rights and obligations arising from the contractual relationship to third parties, provided that no material interests of the Customer are impaired.

10.4. The Provider may provide time-limited trial or beta access free of charge. No warranty or liability applies to such access unless there is intent or gross negligence.

12.1. These GTC are governed by the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). The courts at the Provider’s registered office are agreed as the place of jurisdiction for all disputes arising from or in connection with these GTC.

12.2. All disputes arising from or in connection with the contract between the Provider and the Customer, including disputes concerning its validity, breach, termination or nullity, shall first be referred to mediation. The applicable substantive law shall be German law. The rules of the IHK Mediation Centre of the Munich and Upper Bavaria Chamber of Industry and Commerce (IHK) are agreed as the governing rules of procedure. If, within a period of 90 days, neither an agreement on the mediator is reached nor the dispute itself is settled amicably, arbitration proceedings may be initiated at the request of either party. If arbitration proceedings are initiated, they shall be conducted in accordance with the Arbitration Rules of the German Arbitration Institute (DIS) and the dispute shall be finally decided to the exclusion of recourse to the ordinary courts. The seat of the arbitral tribunal shall be Munich, where the arbitral hearings shall also take place.

12.3. Should individual provisions of these GTC be or become invalid, the validity of the remaining provisions shall remain unaffected. The invalid provision shall be replaced by a valid provision that comes closest to the economic purpose of the invalid provision.

12.4. Information in connection with the contractual relationship (in particular by way of invoices, confirmations and other notifications) will be provided to the Customer exclusively in electronic form, with the exception of any telephone support services that may be required.

12.5. Terms used in a gender-specific form for reasons of textual economy are to be understood as gender-neutral.