General terms
1. Definitions and preamble
1.1 The following terms are used in these General Terms
and Conditions in the following sense both singularly
and plural:
GTC are the following General Terms
and Conditions.
Turnbull is Turnbull Holding GmbH,
Schaarsteinwegsbrücke 220459 Hamburg, as operator of the
online platform Turnbull.
Company is the contractual partner of
Turnbull, which must be an entrepreneur in the sense of
§ 14 BGB.
Seat Owner means any natural person
for whom a Seat is created in the name of the
Company.
Seat is a personal user account of an
individual Seat Owner for the Company established by the
Company.
A Guest is a person who is not a Seat
Owner and who is invited by the Company or a Seat Owner
to use the Platform to conduct a videoconference.
platform is the online platform
Turnbull.
An entrepreneur within the meaning of
§ 14 of the German Civil Code (BGB) is any natural or
legal person or partnership with legal capacity who,
when concluding the contract, is acting in the exercise
of his commercial or independent professional
activity.
1.2 The online platform Turnbull is a business-only
network which enables entrepreneurs to present their
company ("Company") and its portfolio of products and
services and to assign user accounts to their employees
or other authorised persons ("Seat-Owner") for
communication on behalf of the Company on the platform
("Seats"). The Platform regularly sends the Company
suitable contact suggestions from other entrepreneurs
represented on the Platform, whom the Platform
identifies on the basis of the information provided by
the Company using AI-based technology and whose identity
and economic background it has previously had verified
by auditors and other professional service providers. In
this way, the platform supports the company in
establishing reliable and sustainable business contacts
via the seat owners it has appointed. The Company
retains full data sovereignty at all times over its data
and the data exchanged by its seat owners. In addition,
Turnbull offers individual additional services within
the platform.
2. Relevant provisions
2.1 These GTC apply to the contractual relationship
between the Company and Turnbull regarding the use of
the Platform.
2.3 Deviating, different or supplementary terms and
conditions of the Company shall not apply, even if
Turnbull does not expressly object to them, unless these
are expressly recognised by Turnbull.
3. Registration and commitment of the Seat-Owner by the
Company
3.1 The use of the services of the platform requires an
initial registration of the Company stating the first
and last name of the registrant and a business e-mail
address as well as the assignment of a password, which
can be changed by the Company at any time. By
registering, the registrant acknowledges the validity of
these GTC on behalf of the Company.
3.2 The possibility to register does not constitute a
binding offer by Turnbull to use the platform. Only the
registration by the Company is an offer to Turnbull to
conclude a contract of use with regard to the platform.
There is no entitlement to registration. Only with the
confirmation of the registration and activation by
Turnbull does a contractual user relationship arise
between the Company and Turnbull. This requires proof of
the effective representation of the Company by the
registrant. Turnbull is not obliged to justify any
rejection of a registration.
3.3 If the Company is a corporation with its registered
office in Germany or the United Kingdom, the Company can
have this verified directly and automatically by the
Provider or via the "Turnbull Global" programme by a
partner of the Provider. In addition, there is the
possibility of an individual verification of the profile
if the company provides corresponding evidence regarding
the existence of the company and the powers of
representation.
3.4 Each Company and each Seat-Owner may only be
registered once on the Platform. Multiple registrations
under different member names are not permitted.
3.5 If the Company selects one of the packages offered
that includes multiple Seats, it may create the number
of Seats included in the package. The Company may
designate one person as the administrator of the Seats
who is responsible for determining the permissions (e.g.
budget releases) that the individual Seats have.
3.6 As a contractual partner of Turnbull, the Company
is responsible for ensuring that the Seats are only used
in accordance with the regulations set out herein. In
particular, the Company undertakes to prohibit the
Seat-Owner from any use of the Platform for private
purposes. The Company therefore undertakes to impose on
the Seat-Owner the obligations applicable to use in
accordance with these Terms and Conditions in the same
manner. Insofar as the Seat-Owners perform actions,
these shall be legally attributed to the Company. If the
Administrator leaves the Company or if for any other
reason the "administrative rights" are to be transferred
to another person within the Company, the Company is
obliged to notify Turnbull in good time in advance.
4. Use of the platform
4.1 The scope of services depends on the booked
membership. The company receives a company profile based
on the information provided during registration. Within
the scope of the membership, the company may present the
company and its service portfolio on the platform in
compliance with the provisions of these GTC (in
particular the provisions under section 7). The
Company's profile and the product or service
presentations shall not be published outside the
Platform.
4.2 Within the scope of its paid membership, the
Company may send contact requests to other Companies via
their Seat-Owner in order to build up a network within
the Platform. In order to be able to send a contact
request, the respective Seat-Owner must either prove
that he knows the other Seat-Owner (e.g. by providing
the e-mail address of the other Seat-Owner) or write an
individual reason - not prefabricated for mass mailing -
why he would like to add the other Seat-Owner as a
contact. Acceptable reasons for a contact request
are:
- The Seat owners already know each other
- A company wants to submit a concrete business proposal to another company
- Contact is to be established for the exchange of experience and knowledge.
4.3 Turnbull is entitled not to forward contact
requests if none of the above reasons are sufficiently
explained. This is to prevent unsolicited mass contact
requests (spam) from being sent. Spam is expressly
prohibited by the Company.
4.4 If a Seat-Owner receives and confirms a contact
request, the two Seat-Owners and thus their Companies
are connected within the Platform (i.e. stored as a
contact). Such a contact connection can be terminated
unilaterally by each Company at any time. In addition,
Turnbull is entitled to terminate the contact connection
for good cause. Good cause shall be deemed to exist in
particular if the Companies and their Seat-Owners
violate laws or these GTC in their exchange with each
other or if no activities have taken place via the
contact connection for more than one year.
4.5 Seat Owners can only send messages to each other
when they are connected. Each Seat Owner can have
messages and contact requests filtered by the Platform
so that certain messages or contact requests are not
actively displayed to them. It should be noted that
although messages between Seat-Owners cannot be read by
other Seat-Owners, they can be viewed in full by
Turnbull at any time and will be analysed and evaluated
by the software.
4.6 The information and product or service
presentations posted by a Company do not constitute a
binding offer of a contract to other Companies. A
contractual relationship between the Companies shall
only come into existence through a binding offer and an
unrestricted acceptance. It is expressly pointed out
that in such a case the contract is concluded
exclusively between the Companies, not between the
Companies and Turnbull as provider of the platform. All
rights and obligations arising from such a contract
exist exclusively between the Companies as contracting
parties. Turnbull is also not responsible for or
involved in any communication between the Companies or
their Seat-Owners and its content. Turnbull is not
responsible in any way for the formation of the contract
between the parties nor for its content and execution
and does not act as agent, messenger or receiving agent
for the parties. Turnbull also does not act as a
mediator between the Companies in relation to the
contractual relationship between them.
4.7 Turnbull grants the Company and the Seat Owners,
within the scope of their authorisation, the
non-exclusive, non-transferable right, limited in time
to the duration of the licence agreement, to load the
user interface of the software for display on the screen
into the main memory of the end devices used for this
purpose in accordance with the agreement and to make the
resulting reproductions of the user interface. Due to
the design of the software as cloud software, the
Company shall not be granted any further rights of use
to the software under copyright law.
4.8 In addition, the Company may book additional
functions or additional services described on the
Platform (e.g. the products "Company Check" or "Credit
Check" or extended functionalities) for which a fee is
charged. The costs and scope of services of these
additional services are determined in accordance with
the respective service description at the time of
booking. The booking comes into effect when the Company
completes the booking on the platform and does not
require any further confirmation from Turnbull.
4.9 When using the Platform, the Company may obtain
"badges" under certain conditions. By means of the
badges of a Company, other Members can recognise how
active a Company is within the Platform. If a company
acquires new members for the platform, introduces
members to each other or carries out transactions via
the platform, the company receives three different
badges and one point for each successful activity. This
gives the company reputation and ensures trust towards
other companies.
4.10. When using the Platform, the Company may obtain
"Turns" under certain conditions. Turns are tokens that
the Company can exchange for rewards. For example, the
Company receives Turns for each new member it
successfully invites to the Platform. Turns can be used
for services on the platform that would otherwise have
to be paid for, for example, to pay for monthly
membership or additional functions and services for
which a fee is charged. 1 Turn is equivalent to one
euro. Turns are to be used exclusively for business
purposes of the registered company and may not be used
for private purposes. Turns are not transferable.
4.11 Seat Owners have the option of inviting Guests to
use the Platform to conduct video conferences on behalf
of the Company. In this case, the Company is also
obliged to oblige the Guest to comply with the
provisions of these GTC with regard to use.
5. Term/ termination
5.1 A usage agreement for a Flex Package is concluded
for an indefinite period and may be terminated at any
time by either party. In this case, the Company may also
book additional seats at any time or terminate the
contractual agreement with respect to individual booked
seats.
5.2 A usage contract for an annual package is concluded
for a term of one year. The contract shall be
automatically extended by one further year each,
provided that it is not terminated by either party with
a notice period of three months prior to the expiry of
the original contract term or the extended contract
term.
5.3 The right to extraordinary termination for good
cause remains unaffected for both parties.
5.4 In the event of misuse of the platform by the
Company and in the event of a violation of these GTC or
other contractual or legal provisions by the Company or
the Seat Owners registered for it, Turnbull reserves the
right to deactivate the respective Seat and/or the
affected profile page(s) of the Company after giving
notice until the situation has been clarified or, in the
event of an established violation, to extraordinarily
terminate the contract in whole or in part after
unsuccessful warning and to delete the Seat and, if
applicable, the entire profile. A prior warning shall
not be required by way of exception if immediate
measures are necessary to avert serious damage or if the
breach cannot be remedied or is so serious that, taking
into account the interests of both parties, immediate
termination of the contract is required. The justified
blocking or termination by Turnbull does not release the
Company from any existing payment obligation for the
agreed term. Turnbull is not obliged to refund payments
already made in such a case.
5.5 Any termination must be in text form.
5.6 Upon termination of the contract, Turnbull is
entitled to irrevocably delete the Seats and the
Company's profile. Turnbull is allowed to keep the
content transmitted to it during the contractual
relationship for 3 years until the end of the year.
After that, it is obliged to delete them.
6. Remuneration/ Terms of payment
6.1 If the Company takes out a paid subscription, it
undertakes to pay the remuneration shown for the package
it has selected.
6.2 In the event of a booking of an annual package, the
remuneration shall be paid in advance for the period of
one year. In the event of a booking of a flex package,
invoicing shall take place monthly at the end of the
month.
6.3 The remuneration is due as of invoicing. The
payment processing of the payment methods specified on
the platform is carried out via the payment service
provider Stripe Payments Europe, Ltd, c/o A&l
Goodbody, Ifsc, North Wall Quay, Dublin 1, Ireland
(hereinafter: "Stripe") subject to the
Stripe terms of use, which can be viewed at
https://stripe.com/de/terms
. Stripe collects the invoice amount from the Company's
specified bank account.
The Company shall automatically be in default without
the need for a further reminder if the invoice is not
settled within 30 days of the due date.
6.4 Interest on arrears shall be charged at the
statutory rate of 9 percentage points above the base
rate. The default interest shall be set higher if
Turnbull proves a charge with a higher interest rate.
Turnbull's claim under § 288 para. 5 BGB remains
unaffected by this.
6.5 Invoices shall only be sent by e-mail. Insofar as
the Company requests a postal invoice, 5.00 euros net
per invoice shall be charged for this.
7 Special Duties of the Company and its Seat-Owners
7.1 The Seat Owner must set a password to access his
Seat. The Seat may only be used by the Seat-Owner
registered with the Company. However, Seats may be
transferred by the Company from one person to another.
The Seat-Owner must not disclose the access data to
unauthorised third parties and must ensure that third
parties do not gain unauthorised access to his Seat by
using insecure passwords (less than 8 characters and
without numbers and special characters) or by storing or
otherwise securing them. The Company is responsible for
all activities related to the Seats of its Seat-Owners.
The Company is required to notify Turnbull of any
unusual activity, third party access or suspicion of
third party access and shall require the Seat-Owner to
do so. The Company will oblige the Seat-Owner to
immediately change their password in such a case.
7.2 The Company is responsible for updating its
contractual data insofar as these change in the course
of the contractual relationship. The Company is also
obliged to keep the data and information published by it
up to date and to update it without delay if there are
any changes.
7.3 The Company is prohibited from using mechanisms,
software or other scripts in connection with the use of
the Platform that impair the functionality or
accessibility of the Platform or from modifying,
deleting or overwriting content created and managed by
Turnbull. The Company shall ensure that Seat Owners do
not use any programs/files containing viruses or other
malware in connection with the Software.
7.4 The Company itself is responsible for the content
it publishes on the platform. In particular, it is
prohibited to publish false, untruthful, misleading,
anti-competitive or illegal content, as well as content
to which the Company has no exploitation rights and/or
which infringes the rights of third parties. In
addition, it is prohibited to publish or distribute
political, religious, discriminatory or racist
content.
7.5 Should the business cease to exist, the Company
shall be obliged to delete all Seats. This does not
release the Company from its obligation to pay and
Turnbull is not obliged to refund any remuneration
already paid.
8. Special rights of Turnbull
8.1 Turnbull may make the use of the Platform or
individual functions subject to certain conditions, such
as verification of registration data, duration of use or
the presentation of certain proofs (e.g. proof of
identity or ownership). In particular, Turnbull may
block the activities of a Company and its Seat Owners
under certain conditions and make them dependent on
further conditions such as prior verification or
examination of complaints.
8.2 Turnbull is entitled to display advertising for its
own services on all pages of the platform, unless
otherwise contractually agreed. Turnbull is not
permitted to place third-party advertising. Turnbull
reserves the right to change the appearance, structure
and functionality of the platform and its sub-pages at
any time without the consent of the Company or to enable
the use of functions only under certain conditions,
insofar as this does not reduce the contractually owed
services.
8.3 Turnbull is free to decide how and where individual
profile and/or company pages are arranged on its site or
are displayed or suggested to other companies, unless
otherwise contractually agreed. It is pointed out that
the display of profile and/or company pages does not
allow any conclusions to be drawn about the quality of
the companies.
8.4 The Company grants Turnbull the right to reproduce
the data to be stored by Turnbull for the Company for
the purposes of implementing the contract, insofar as
this is necessary for the provision of the services owed
under this contract. Turnbull is also entitled to keep
the data in a failover system or separate failover
computer centre. Turnbull is also entitled to make
changes to the structure of the data or the data format
in order to eliminate faults.
8.5 Turnbull regularly backs up the Company's data on
the server for which Turnbull is responsible to an
external backup server. The Company may store this data
at any time for backup purposes and is obliged to do so
at regular customary intervals.
8.6 Turnbull shall not be granted any further rights of
use or exploitation other than those specified
above.
9. Liability
9.1 Turnbull is only liable for the provision of the
platform and for any additional services acquired by the
Company from Turnbull within the framework described
here. Turnbull's liability, regardless of the legal
grounds, is limited to intent and gross negligence as
well as the culpable breach of essential contractual
obligations. Essential contractual obligations are those
whose fulfilment is necessary for the achievement of the
purpose of the contract and on whose compliance the
Company regularly relies and may rely. Insofar as
Turnbull is liable for simple negligence, liability is
limited to the foreseeable damage typical for the
contract.
9.2 Liability for culpable injury to body, health or
life as well as liability in the event of the assumption
of a guarantee shall remain unaffected.
9.3 The aforementioned limitations of liability shall
also apply to acts of vicarious agents of
Turnbull.
9.4 Turnbull does not guarantee any economic success,
in particular it does not guarantee that the Company
will actually acquire interested parties/end customers
via the platform or establish contacts. Turnbull also
assumes no liability for the communication and proper
execution of the contract between the Companies. In
particular, Turnbull cannot claim outstanding payments
or services that the companies owe each other.
Furthermore, Turnbull is not liable for the services of
a company and is not obliged to provide any kind of
guarantee with regard to them.
9.5 Turnbull accepts no liability for the legality,
accuracy or completeness of the information posted by a
Company.
10. User data and indemnification from third party claims
10.1 The Company itself is responsible for the content
that the Company or its Seat-Owner uploads to the
platform. Turnbull does not actively take note of the
content and does not actively check the content used
with the software.
10.2 The Company undertakes, in the event of a breach
of the statutory or contractual provisions, in
particular the obligations referred to in clause 7.4, to
indemnify Turnbull against any liability and any costs,
including possible and actual costs of legal
proceedings, if a claim is made against Turnbull by
third parties, including employees of the Company
personally, as a result of alleged acts or omissions by
the Company or the Seat Owners whose acts and omissions
are attributable to it, unless the Company proves that
it is not responsible for the breach. Turnbull shall
notify the Company of the claim and, to the extent
legally possible, give it the opportunity to defend the
asserted claim. At the same time, the Company shall
immediately provide Turnbull with all available
information on the facts that are the subject of the
claim.
10.3 The Company shall indemnify Turnbull against all
claims asserted by other companies or other third
parties against Turnbull due to the infringement of
their rights by services of the Company or other
transmitted content or information. This does not apply
if Turnbull is responsible for the infringement.
10.4 Any further claims for damages by Turnbull shall
remain unaffected.
11. Data protection
11.1 Turnbull and the Company undertake to comply with
the applicable provisions of data protection law, in
particular the EU General Data Protection Regulation
(GDPR).
11.2 In order to comply with the requirements of data
protection law, Turnbull and the Company shall conclude
a commissioned processing agreement within the meaning
of Art. 28 DSGVO. The Company is the data controller and
Turnbull is the data processor.
11.3 As the data controller, the Company is solely
responsible for compliance with the data protection
requirements in relation to the data subjects whose
personal data is processed, including all information
and documentation obligations.
11.4 The Company shall indemnify Turnbull against all
claims asserted against Turnbull by affected persons,
other companies or state institutions due to the
violation of data protection provisions. This does not
apply if Turnbull is responsible for the
violation.
12. Availability
12.1 Turnbull makes the software available to the
Company via its website (cloud software). Therefore, the
Company requires an Internet-capable end device, a
browser installed on it and an Internet connection to
use the software. The current version of the software
owed is made available for use at the router exit of the
computer centre in which the server with the software is
located ("transfer point"). The Company itself is
responsible for the stability of the Internet
connection. The display quality of the digital content
may also vary from device to device and may be dependent
on the speed of the Company's or the Seat Owner's
internet connection and other factors. In this respect,
Turnbull cannot be held liable for any deviations.
12.2 For technical reasons, no uninterrupted
availability of the digital content can be guaranteed.
The availability can be impaired, for example, by
regularly necessary maintenance and security work, but
also by unforeseen events that are not within the sphere
of influence of Turnbull. Planned work that leads to an
impairment of availability will, as far as possible, be
carried out by Turnbull during low-frequency
periods.
12.3 The Company is obliged to notify Turnbull
immediately and as precisely as possible of functional
failures, malfunctions or impairments of the software.
If the Company fails to do so, § 536c Para. 2 S. 2 BGB
(German Civil Code) shall apply accordingly.
12.4 If damage to the Company results from the loss of
data, Turnbull shall not be liable for this, insofar as
the damage would have been avoided by a regular and
complete backup of all relevant data by the Company. The
Company will carry out a regular and complete data
backup itself or have it carried out by a third party
and is solely responsible for this.
13 Changes to the GTC
All declarations made in connection with the user
relationship between the Provider and the User must be
made in text form. Should any provision of these GTC be
invalid, the other provisions shall not be affected
thereby.
14 Jurisdiction and applicable law
14.1 If the Company is a merchant, a legal entity under
public law or a special fund under public law, the
exclusive place of jurisdiction for all disputes arising
from and in connection with the contract shall be the
registered office of Turnbull.
14.2 German law shall apply exclusively. The
contractual language is German.
15. Final provisions
Should any provision of these GTC be invalid, this
shall not affect the other provisions.
Language
