GENERAL TERMS AND CONDITIONS
1. DEFINITIONS
Istari (as defined below) provides business information and a business search engine for businesses, regional economic developers and other organizations. In these Terms and Conditions (“T&C”), the following definitions apply:
1.1 “Contract” means the Order, these TOS, the Data Processing Contract (if applicable), and any specifications (e.g., Selected Plan) agreed upon between Istari and the Contractor and their respective User(s).
1.2 “Contracting Company” means the party for whom Istari is to provide its products or services pursuant to the Order. If a Contracting Company includes more than one legal entity or natural person, the respective obligations shall apply to all persons jointly and severally.
1.3 “Istari” means istari.ai GmbH with its registered office at Julius-Hatry-Strasse 1, 68163 Mannheim, Germany (hereinafter also referred to as “we”, “our” or “us”).
1.4 “Order” means any registration (either a paid subscription, a free plan or a free trial), signed quote, order confirmation, or registration through a web interface that specifies the products and services ordered, to be ordered, or currently used by the Contracting Company and the applicable User(s).
1.5 “Queries” means queries, searches, API calls, or any specific configuration that Users use within our Services to obtain results.
1.6 “Result” means any Company Data, Contact Information, Leads or other information or data provided by the Services as a result of a Query.
1.7 “Services” means the Istari “webAI” web software, platform, products and services that Istari makes available to Contractors and Users through its websites, portals, interfaces (APIs), integrations and other internet-based services.
1.8 “Sources” may include, but are not limited to, corporate websites, news portals, online media, and public databases such as trade registries, blogs, forums, consumer portals, or social networks.
1.9 “User” means the natural person(s) who uses the Services after (i) registering either themselves or a Contractor, or (ii) being invited on behalf of a Contractor or by a Contractor.
2. SCOPE AND DEFINITIONS
2.1 These TOS apply to all services Istari provides to contractors and users (“you”/”your”). By purchasing, using or otherwise accessing the Services, you agree to be bound by the Agreement.
2.2 These TOS shall become effective upon the earlier of (a) the use of or access to the Services, or (b) the execution of an Order, and shall supersede any prior representations between you and Istari, unless otherwise expressly agreed in writing (text form is sufficient).
2.3 Istari does not accept any other terms and conditions (e.g. additional and ancillary terms such as warranty promises, conditions of purchase or warranties) relating to the provision of the Services unless agreed in writing (text form is sufficient) by an authorized representative of Istari.
2.4 Istari does not recognize deviating general terms and conditions of the customer, unless Istari expressly agrees to the validity of the customer’s general terms and conditions at least in text form. The present General Terms and Conditions shall also apply if Istari performs services without reservation in the knowledge of conflicting or deviating general terms and conditions of the customer.
3. CONTENT AND USE OF THE SERVICES
3.1 Istari shall provide its Services to Contractors and Users in accordance with the Agreement. The Services are provided as is and may be updated and modified during the Term (as defined in Section 14 below).
3.2 The Istari Services require the exchange of personal data with us. The Data Processing Agreement is available at https://istari.ai/data-privacy, which sets forth additional terms and conditions of our agreement that apply solely to personal data processed on your behalf in the course of providing the Services to you.
3.3 In the event that Istari provides you with special services or third party services, the provision of such services may be subject to your agreement to additional terms and conditions prior to the activation of such services.
3.4 You acknowledge and understand that the content and scope of the Services and Results, including the selection of sources, are subject to change and are expected to change over time. In order to improve the speed and efficiency of certain Services, Istari may expand, modify or supplement its offerings at any time and in its sole discretion.
3.5 You acknowledge that all results are compiled by automated systems on a large scale. Istari is not responsible for the completeness, relevance or accuracy of the results and has no influence or control over the results provided by sources.
3.6 Because Istari processes and delivers results automatically and without manual review, you acknowledge that the results may contain false, harmful, illegal, offensive or otherwise inappropriate or unsuitable text or works. Such content shall not be considered a defect in the Services.
3.7 To the extent Istari adds additional information to the data you provide as part of the Service, you acknowledge and agree that Istari is not responsible for ensuring that the results are suitable for your intended purpose or use. It is your own responsibility to verify the accuracy and suitability of the results provided to you.
3.8 Istari is in any case entitled to refuse certain queries or the display of certain results if Istari cannot reasonably perform or display them for technical and/or legal reasons.
4. CONCLUSION OF CONTRACT
4.1 The presentation and advertising of content on Istari’s website does not constitute a binding offer to conclude a contract on the part of Istari, but merely a non-binding invitation to the customer to make an offer to conclude a contract.
4.2 By clicking the “Subscribe” button, the Customer submits an order and makes a legally binding offer to conclude a contract for the purchase of the Digital Content contained in the shopping cart or in the order.
4.3 After sending the order, the customer will receive a link for immediate payment of the Digital Content contained in the shopping cart or the order. With the complete and unconditional payment of or the acceptance of an obligation to pay for the Digital Content contained in the shopping cart or the order, a binding contract between the customer and Istari for the Digital Content contained in the shopping cart or the order is concluded.
4.4 The contract concluded between the client and Istari consists of the offer and acceptance as well as these GTC.
4.5 Legally binding contract language is English. The text of the contract will be sent to the Customer to the e-mail address provided by him. Istari will not make the text of the contract accessible beyond this.
4.6 Immediately after payment, the customer will receive access data to the webAI platform via email address provided by the customer. Depending on the selected plan, the customer will also receive a link through which the customer can book a free “Onboarding Session” with an Istari employee.
4.7 Istari is entitled to create a profile for each customer, and to store the personal data and order data provided by the customer.
4.8 The order processing and contacting takes place via e-mail and automated order processing. The customer must ensure that the e-mail address provided by him for order processing is correct and – insofar as this is within the customer’s sphere of influence – ready to receive. In particular, when using SPAM filters, the customer must ensure that all e-mails sent in connection with order processing can be delivered.
5. RIGHT OF WITHDRAWAL
5.1 If the customer is a consumer in the sense of § 13 BGB (German Civil Code), i.e. a natural person who places the order for a purpose that cannot be attributed to his commercial or independent professional activity, he shall be entitled to a right of revocation in accordance with the statutory provisions.
5.2 If the customer as a consumer makes use of his right of revocation, the regulations set out in detail in the following revocation instructions shall apply.
Cancellation policy
Introduction
Consumers are entitled to a right of revocation according to the following provisions, whereby a consumer is any natural person who enters into a legal transaction for purposes that can predominantly be attributed neither to his commercial nor to his independent professional activity:
Right of withdrawal
You have the right to revoke this contract within fourteen days without giving any reason. The withdrawal period is fourteen days from the date of conclusion of the contract.
In order to exercise your right of withdrawal, you must inform us (istari.ai GmbH, Julius-Hatry-Straße 1, 68163 Mannheim, Germany, Tel.: 004962172493433, e-mail: info@istari.ai) by means of a clear declaration (e.g. a letter or e-mail sent by post) of your decision to withdraw from this contract.
You can use the enclosed sample revocation form for this purpose, but it is not mandatory.
In order to comply with the withdrawal period, it is sufficient that you send the notification of the exercise of the right of withdrawal before the expiry of the withdrawal period.
Consequences of the revocation
If you revoke this contract, we shall reimburse you all payments we have received from you, including delivery costs (with the exception of additional costs resulting from the fact that you have chosen a type of delivery other than the most favorable standard delivery offered by us), without undue delay and no later than within fourteen days from the day on which we received the notification of your revocation of this contract. Excluded from this are payments for "exports of company data". For this repayment, we will use the same means of payment that you used for the original transaction, unless expressly agreed otherwise with you; in no case will you be charged for this repayment.
Expiry of the right of withdrawal
The right of revocation shall expire prematurely if we have commenced performance of the contract after you have expressly consented to our commencing performance of the contract before the expiry of the revocation period, you have confirmed to us your knowledge that you lose your right of revocation by your consent upon commencement of performance of the contract, and we have provided you with a confirmation of the contract on a durable medium in which the content of the contract, including the aforementioned conditions for the premature expiry of the right of revocation, is reproduced.
– End of the cancellation policy-
Sample cancellation form
If you want to cancel the contract, please fill out this form and send it back.
To:
istari.ai GmbH
Julius-Hatry-Strasse 1, 68163 Mannheim, Germany
E-mail: jan.kinne@istari.ai
I/we (*) hereby revoke the contract concluded by me/us (*) for the purchase of the following goods (*)/provision of the following service (*)
_______________________________________________________
_______________________________________________________
Ordered on (*) ____________ / received on (*) __________________
________________________________________________________
Name of the consumer(s)
________________________________________________________
Address of the consumer(s)
________________________________________________________
Signature of the consumer(s) (only in case of notification on paper)
_________________________
Date
(*) Delete as applicable
– End of the model withdrawal form –
6. ORDERS, PAYMENT, TERM AND TERMINATION
6.1 The prices stated on the website do not include the statutory sales tax. Shipping costs do not apply. If the customer makes payments from countries outside the European Union, additional costs may be incurred in individual cases for which Istari is not responsible and which are not borne by Istari (e.g. transfer fees, exchange rate fees), which are to be borne by the customer.
6.2 The customer can pay the purchase price by credit card, direct debit, PayPal, bank transfer or Sofortüberweisung. In addition, Istari may offer the possibility of payment through Klarna Bank AB (publ), Sveavägen 46, 111 34 Stockholm, Sweden, using the payment method Klarna PayLater. The payment is made to Klarna. For more information, please see Klarna Bank AB’s current Terms of Use at www.klarna.com.
6.3 If payment is made by credit card, a credit check is always carried out on the customer in advance. The credit card account will be charged upon completion of the order.
6.4 If you select one of the payment services indicated on the website, the payment will be processed by the correspondingly selected payment service provider subject to its terms of use.
6.5 If the payment service provider “PayPal” is used, the payment will be processed via PayPal (Europe) S.à r.l. et Cie, S.C.A., 22-24 Boulevard Royal, L-2449 Luxembourg, subject to the PayPal Terms of Use, available at www.paypal.com. This requires, among other things, that the customer opens a PayPal account or already has such an account.
6.6 The payment of the ordered Digital Service by the Customer is a prerequisite for the conclusion of the contract with Istari and for the provision of the Digital Products by Istari, unless the parties have agreed on another due date. If the Customer is in default of payment in case of a different due date agreed upon, Istari is entitled to claim processing expenses as well as default interest in the statutory amount.
6.7 The initial term of the Contract with Contractor as set forth in the Purchase Order, or any subsequent renewal period(s), is referred to herein as the “Term.”
6.1 The contracting company may only terminate the contract at the end of the respective term. Extraordinary termination rights and the right to terminate for cause remain unaffected. For contracts with a term of one (1) year or longer, notice of termination of the contract extension must be received by Istari at least 30 days prior to the last day of the term. For contracts with a term of one (1) month or longer, notice of contract renewal must be received by Istari at least one (7) days prior to the last day of the term. Any contract not cancelled in time will be automatically renewed for another term equal to the length of the last term.
6.1 Cancellations can be made in writing, in text form (e.g. by e-mail) or in electronic form on the customer portal provided by the Provider (https://billing.stripe.com/p/login/aEU2bD2BngJ554kfYY) via the cancellation device (cancellation button).
6.2 The fees for the first term apply as stated in the order. All prices are in EUR and are exclusive of statutory VAT or sales tax (as applicable). For subsequent terms, a price increase is limited to a maximum of 20% per year. Istari will inform the contracting company about such an increase accordingly.
6.3 Fees for annual term plans are due annually in advance and for monthly term plans are due monthly in advance (unless otherwise specified in the order). Istari will issue an invoice upon receipt of payment.
6.4 If Contractor fails to make timely payment, Istari may, at its sole discretion, take any or all of the following actions:
– Limit or suspend the User’s access to the Services until all payments due have been made,
– terminate the contract, or
– instruct a third party to collect the outstanding amounts.
6.5 Istari shall inform the Contracting Company at least one (1) week in advance (e-mail will suffice) of any suspension or termination pursuant to lit. a) or b). The restriction or suspension of access to the Services shall not affect the term of the Contract nor the obligation of the Contracting Company to pay the corresponding fees.
6.6 You will provide accurate, current, and complete information about the entity that will be a party to the contract (all necessary information to identify the entity, billing information, bank information, and contact persons) when placing the order. You will immediately inform Istari of any relevant changes (e.g. address, billing information and bank details or the respective contact person).
7. LICENSE
7.1 Istari grants to the Contracting Company a non-exclusive, non-transferable license to use the Services in accordance with the Agreement, which specifies, in particular, the type of use, the number of Users and the scope of access granted to the Users.
7.2 Except as provided below, Contractor shall not rent, resell or otherwise transfer the Services or Results to any third party:
a) The use of the Services may only take place within the organization of the Contracting Company. Use for or within other companies (including affiliated companies) and/or publication of results is permitted only with Istari’s prior consent in text form.
b) The transmission of results or the granting of access to the services to external service providers (agencies, call centers, etc.) is only permissible for uses in which these service providers directly support the contracting company for its own purposes and whose use is limited in terms of time, location and subject matter to the project of the contracting company.
7.3 The Contracting Company shall be entitled to assign a named User License (“Seat”) to each User who is a natural person and is employed by or works for the Contracting Company, up to the number specified in the Order. For the avoidance of doubt, Istari is not obligated to provide its services to unlicensed Users, i.e. if the number of Users exceeds the number of available Seats.
7.4 Istari provides all Users with an online working environment (“webAI Platform”), which Users can access directly by entering their login and password.
7.5 Contractor acknowledges and agrees that Istari offers various service packages (“Plans”) consisting of various data sets, products, and functions (“Functions”) that may be performed within those Plans by Users.
7.6 Features include downloading/exporting data, disclosing leads or contact details, syncing data with an external system, or sending API calls.
7.7 Depending on the Contract and the number of results involved, the Contracting Company acknowledges that certain functions may a) be performed with or without costs or b) will consume credits (“Credits”) or (c) will incur direct costs. If additional costs are incurred, Istari will inform the Contract Company accordingly via e-mail to the e-mail address provided and will also issue a corresponding invoice.
7.8 Pursuant to its Order, the Contracting Company is entitled to a certain number of Credits that may be used by its Users during the Contract Term (if the selected Plan requires Credits for specific actions, such as data exports). When all Credits are used up, certain features may become either (a) unavailable until the term is renewed or (b) incur additional costs that are automatically deducted from the payment method provided by the user. Unused credits expire at the end of each term.
7.9 Excessive use of credits or seats beyond the limits of the order may result in additional charges. Istari will inform the Contracting Company about such excessive use and additional charges accordingly.
7.10 The contracting company will choose a more restrictive set of configurations and inform you of them to avoid unintended credit usage or charges.
7.11 Contractor acknowledges and agrees that Istari may, at renewal, adjust the applicable Plan to reflect any Excessive Usage (as defined in Section 4.9) that has occurred during the Term or may reasonably be expected to occur during the upcoming Term. Istari will notify you of any such adjustments accordingly.
7.12 Istari provides the Services on all calendar days and ensures that the Services have an annual average availability of 99%. The uptime excludes periods during which maintenance work takes place, provided that such work has been announced at least 24 hours prior to its commencement. Operational disruptions beyond Istari’s control (e.g., disruptions caused by force majeure or uninvolved third parties) are excluded from the Hours of Service.
8. DUTIES OF THE USERS
8.1 Users are responsible for the confidentiality of their authentication credentials, such as logins, passwords, tokens or API keys, and must not disclose them to third parties. They are responsible for any misuse of such login credentials resulting from failure to comply with these obligations.
8.2 The contracting companies and the users are obliged to exercise due care in their use. This means in particular:
a) Users must not exploit possible programming errors to the detriment of Istari and must report errors, bugs and IT security relevant inadequacies to Istari immediately when they become aware of them.
b) Users shall not unreasonably interfere with Istari’s services or infrastructure.
c) Users may not use the Services for illegal purposes.
d) Users shall ensure that they do not spread viruses, worms or other malicious codes through the Services.
e) Users may not access Istari’s services and databases by means of automated scripts (e.g. by “screen scraping”), unless such access is expressly provided for in the Contract and is made through interfaces designed and/or provided by Istari for this purpose.
f) Users may not mislead other users or attempt to gain access to other users’ profiles and personal data or otherwise compromise the privacy and security of data stored by Istari.
g) Users shall not permit direct or indirect access to or use of the Services in a manner that circumvents any restriction on use contained in the Agreement.
h) Users may not copy an Istari Service or any part, feature, function or user interface thereof, or frame or mirror any part of the Services.
(i) Users may not access or monitor the availability, performance or functionality of the Services for the purpose of creating a competing product or service or for any other benchmarking for competitive purposes.
8.3 If there is evidence or a serious suspicion that a User has committed or attempted to commit a violation of Sections 8.1. or 8.2., Istari may suspend the User from further use of the Services with immediate effect until the matter is reasonably resolved or, if the matter cannot be reasonably resolved, suspend the User’s account and/or the relevant Contract Company.
8.4 You acknowledge and understand that you are solely responsible for complying with the laws, rules and regulations that apply to your use of the Results, such as privacy and e-privacy regulations. Istari is not in a position to legally assess and/or influence your use of the Results (e.g., whether and how you use address or contact information).
9. RIGHTS AND PROPERTY
9.1 You agree and acknowledge that certain deliverables may be subject to third party rights and licenses (e.g., copyrighted or trademarked) and that Istari does not grant or administer such third party rights or licenses. Copyrights, patent rights, trademark rights and all other intellectual property rights related to the provision of the Services themselves remain with the respective owners of such rights.
9.2 If you provide Istari with data, for example for the purpose of updating or enriching such data, you grant Istari a non-exclusive right to process such data to the extent necessary and to provide the Services in accordance with the Agreement.
9.3 Istari will treat all personal data and other information (such as user details) provided by the Contractor as confidential and will provide the data only to the extent necessary for Istari to provide the services under the Contract. Istari will use reasonable efforts to delete the data and information received at your request.
9.4 You acknowledge and agree that aggregated and anonymized data may be used to improve or develop our services.
10. SUPPORT
10.1 Istari provides assistance and support in accordance with your order and the chosen plan. Istari Customer Support staff is available Monday through Friday, excluding German holidays (support@istari.ai), to respond to your inquiries quickly. Depending on your time zone and region, other support hours may be available to you.
11. PROVISION OF SERVICES, ASSIGNMENT OF RIGHTS
11.1 Istari is entitled to engage third parties to provide the Services under the Agreement. Istari will ensure that these third parties comply with Istari’s obligations under the Contract, in particular the confidentiality and data protection obligations set forth in these GTC.
11.2 You may not assign, delegate or otherwise transfer the Agreement (or any rights or obligations under or in connection with it) to any third party without Istari’s prior written consent (text form is sufficient), subject to the provisions of Section 354a of the Commercial Code.
11.3 You may only set off claims that are undisputed or acknowledged in writing by Istari or that have been legally established.
11.4 You may only assert a right of retention to secure undisputed or legally established claims.
12. LIABILITY AND COMPENSATION
12.1 Istari is liable to you only for damages caused intentionally or by gross negligence. This does not apply if Istari violates essential contractual obligations. Essential contractual obligations are those whose fulfillment makes the proper execution of the contract possible in the first place and on whose compliance the contractual partner regularly relies and may rely. Liability for the breach of essential obligations shall be limited for each contractual year to the remuneration owed by the contracting company in the respective year in which the breach occurred; this limitation shall not apply if the damage is foreseeable and typical for the contract and typically exceeds the annual remuneration.
12.2 Istari shall not be liable for any lost profits, consequential or indirect damages, diminution in value of the Contractor’s brand or business, frustrated expenses or similar costs.
12.3 The indispensable legal liability, in particular the liability according to the Product Liability Act as well as the legal warranty liability – remains unaffected by the above limitations of liability. The same applies to Istari’s liability in case of culpable injury to life, body or health.
12.4 The limitations or exclusions of liability according to clauses 12.1. to 12.3. also apply to the personal liability of Istari’s employees, representatives, organs and vicarious agents.
12.5 The Contractor shall indemnify Istari against all claims of third parties arising from an infringement of third party rights caused by the Contractor (e.g. as a result of a breach of Section 6). This includes the reimbursement of reasonable legal costs incurred by Istari to defend itself against third party claims. Istari shall immediately inform the respective Contracting Company of any legal claim made against Istari. Istari shall consult with the Contracting Company before entering into any settlement with such third party. If Istari decides to enter into a settlement without the consent of the Contracting Company, Istari shall bear its own costs arising from such settlement and in connection with the dispute.
13. REFERENCE MARKETING
After receiving the order from the Contractor, the Contractor explicitly agrees that Istari may use and distribute the Contractor’s logo, trademark and company name free of charge for an unlimited period of time in electronic and text form (in particular on its website, product sheets and presentations) exclusively for the purpose of reference marketing, marketing and advertising purposes. Thus, Istari shall be entitled to list the Contractor as a reference customer in the aforementioned forms even without the Contractor’s separate consent. It is further agreed that contractual details shall remain confidential. The Contractor may revoke its consent to reference marketing at any time by sending an email to info@istari.ai.
14. RIGHT TO AMEND THE GTC
Istari has the right to change these GTC, to adapt the GTC to changes in the applicable laws or to the services offered by Istari. In this case Istari will inform the Contracting Company about the change in text form in reasonable time in advance. The amendment will be accepted and will be valid if the Contracting Company does not object to the amendment in text form within two (2) weeks after receiving the notification of the amendment. If the Contractual Company exercises its right to object, the contract shall continue to apply on the basis of the GTC without the amendment. Any rights of the parties to terminate the contract shall remain unaffected in this case. In case of a timely objection, Istari reserves the right to terminate the contract extraordinarily with a notice period of one (1) month.
15. APPLICABLE LAW, PLACE OF JURISDICTION AND DISPUTE RESOLUTION
15.1 Subsidiary agreements, amendments or supplements to the contract between the customer and Istari or to these GTC must be made in text form to be effective. This also applies to the cancellation of the text form.
15.2 The law of the Federal Republic of Germany shall apply to the exclusion of the provisions of international private law and the UN Convention on Contracts for the International Sale of Goods. If the customer has placed the order as a consumer and has his habitual residence in another country at the time of his order, the application of mandatory legal provisions of this country shall remain unaffected by the choice of law made in sentence 1.
15.3 Place of performance is Mannheim Germany. The exclusive place of jurisdiction for disputes with merchants, legal entities under public law or special funds under public law arising from contracts shall also be Mannheim.
15.4 Istari is obliged to refer the customer as a consumer to the online dispute resolution platform (OS platform) of the European Commission. This OS platform can be reached via the following link: https://webgate.ec.europa.eu/odr. Istari participates in a dispute resolution procedure before a consumer arbitration board