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 . 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.