ECON TEL GmbH (hereinafter referred to as “ECON TEL”) specializes in providing sales services for its clients. After analyzing the client's current situation, the sales services to be provided for the client are defined in a target group-oriented manner. Based on a sales strategy tailored to the client, ECON TEL establishes contacts
with selected potential customers on behalf of the client, thereby opening up or reviving sales channels with high sales potential. The respective defined range of services to be provided is based on the respective orders and the resulting project books and/or concepts for addressing new customers.
That being said, these terms and conditions specify the contractual agreements regarding the use of ECON TEL services as follows:
1.1 Unless expressly agreed otherwise in writing, the following general terms and conditions (GTC) apply to all offers made by ECONTEL to the client. The version of the GTC valid at the time of conclusion of the contract shall be decisive.
1.2 ECON TEL provides services on the basis of these GTC exclusively to entrepreneurs within the meaning of
§ 14 BGB (German Civil Code). Services to consumers within the meaning of § 13 BGB are not offered or provided.
1.3 Any deviating contractual terms and conditions of the client that have not been expressly accepted by ECON TEL are not binding on ECON TEL, even if the contractual terms and conditions of the client have not been expressly rejected.
2.1 ECON TEL supports its clients in generating orders and optimizing their sales. The details of the scope of the order are discussed in detail at the beginning of a project and defined in writing.
2.2 ECON TEL analyzes the current situation together with the client. In doing so, the client's objectives are identified and the range of services to be provided by ECON TEL is determined. Based on the information provided by the client, ECONTEL offers to create a comprehensive project book, which may contain the strategy for acquiring new customers along with training materials and guidelines for conducting conversations to acquire new customers. The details of the range of services are specified in the respective order.
2.3 ECON TEL and the client work out which target groups are eligible as new customers and should be approached.
The addresses to be processed by ECON TEL can be provided by the client, who may also specify the desired contact person. ECON TEL can provide the client with sources from which addresses can be obtained, but cannot guarantee the accuracy of the data records transmitted.
Alternatively, at the client's request, ECON TEL can also procure the addresses from third parties
– e.g., address publishers or other sources – in return for reimbursement of costs. In this case, however, ECON TEL acts on behalf of, on the instructions of, and with the authority of the client and accepts no liability for the accuracy, quality, or timeliness of the addresses supplied. This remains with the address provider. Any liability claims by the client arising from poor performance must then be asserted against the address provider, who will be specifically named by ECONTEL for this purpose.
2.4 ECON TEL undertakes to familiarize and train the employees responsible for contract execution with the client's company, products, and acquisition targets on the basis of the information provided by the client. These services are part of the project management to be provided by ECON TEL and are billed at a flat rate.
2.5 ECON TEL regularly supports the client and its potential customers through designated contact persons. However, the client has no claim to this. In particular, ECON TEL reserves the right to use freelance staff to process the respective order and – if necessary, for example due to deadlines or staff shortages – to call on external staff. However, ECON TEL assures the client that, even in these cases, it will ensure that these employees receive qualified training within the scope of project management, thereby ensuring proper fulfillment of the contract.
2.6 Upon conclusion of the contract or within the framework of the target agreement, e.g., in the project book, ECON TEL shall determine with the client the intensity with which the addresses provided by the client or obtained on its behalf are to be processed (dialing attempts). If ECON TEL is unable to reach the desired contact person within the scope of this specified service, the address shall be deemed to have been processed. However, with regard to billing on a time and material basis, the parties may agree that this address should continue to be contacted, for example because it appears particularly attractive to the client.
2.7 ECON TEL contacts potential new customers on behalf of and on the basis of the address set provided by the client or obtained on its behalf. However, ECON TEL expressly points out to the client that the delivery of address and contact data does not imply the consent of third parties to receive advertising via the respective communication channel. The client must check and evaluate the legal admissibility of establishing contact in each case. The client is solely responsible for the legal admissibility of the collection, processing, and use of the data records received, in particular for compliance with the statutory provisions on data protection and competition law.
2.8 ECON TEL does not guarantee any contracts between the client and third parties. ECON TEL merely contacts the third party's contact persons on behalf of the client and supports the client's sales by informing the third party about the client's company and products. In addition, ECON TEL's service is aimed at arranging appointments on behalf of the client for its sales staff with decision-makers at potential new customers. ECON TEL expressly does not guarantee a success rate with regard to the addresses it processes and the orders received by the client as a result.
2.9 Insofar as ECON TEL provides the client with information on sales and/or customer potential, trends, opportunities and risks, purchasing and procurement forecasts in the potential new customer segment, or on the potential new customer segment itself, this information is provided for informational purposes only and does not constitute a guarantee of future sales or customer potential.
3.1 By placing an order, the client declares that they wish to conclude a contract with ECON TEL for the ordered service; this constitutes their offer. The client also selects a term option.
Upon receipt of the offer, ECON TEL checks whether the ordered service can be provided or is unavailable, for example due to capacity reasons. If the service requested by the client is unavailable, ECON TEL informs the client immediately. Until the offer is accepted by ECON TEL, all services and offers advertised by ECON TEL are subject to change.
3.2 The contract is generally concluded in writing. Correspondence by letter is sufficient to comply with the written form requirement (§ 127 (2) sentence 1 BGB).
4.1 If a fixed start date for the term of the contractual relationship is agreed in writing between ECON TEL and the client, the period shall commence on the date of order confirmation.
4.2 If ECON TEL and the client agree on fixed performance periods, e.g., for the provision of processed addresses, the performance period shall be extended if the client fails to fulfill its own obligations to cooperate by the period until the required cooperation has been provided, unless the client can prove that this cooperation was not necessary for ECONTEL to perform the service owed within the agreed performance period.
4.3 If ECON TEL is culpably unable to perform a service owed at the time defined in the contract, the client shall set ECON TEL a grace period for the performance of the contract. Without the fruitless expiry of this grace period, a delay shall not be justified.
4.4 Force majeure, official orders, labor disputes, natural disasters, war, and inability on the part of ECON TEL through no fault of its own shall extend the agreed performance period by the duration of the hindrance. The client shall be informed of the occurrence of the disruption in an appropriate manner. If the end is not foreseeable or lasts longer than three months, each party shall be entitled to withdraw from the contract.
4.5 The address data to be processed by ECON TEL for the client shall be transmitted by email to an email address specified by ECON TEL in a file format suitable for ECON TEL, as agreed and requested by the client, whereby both the file itself and the transmission path shall be encrypted. ECON TEL will be provided with a password to decrypt the file, which will be communicated in person, by post, by telephone, or by SMS, but not by email. ECON TEL and the client shall agree on the transmission channel by mutual consent.
4.6 The transfer of data is always at the expense and risk of the client. If the retrieval of the data or its electronic/postal dispatch is delayed for reasons for which the client is responsible, the risk shall pass to the client upon notification of readiness for dispatch. At the same time, this delay does not release the client from their payment obligation.
4.7 If ECON TEL obtains the data record on behalf of and for the account of the client via third parties, this data transfer must also be carried out in compliance with data protection regulations, using the necessary technical and organizational measures. If ECON TEL has doubts about the data protection compliance of the transfer process, the client will be informed immediately. ECON TEL is not obliged to accept or transfer data via insecure transmission channels or in contravention of data protection regulations.
5.1 ECON TEL processes the address records and personal data collected for the purpose of fulfilling the contract exclusively for the client and for the purpose of fulfilling the contract. The transmitted data record will not be used for any other purpose; in particular, the data records will not be passed on to third parties for advertising purposes.
5.2 However, within the scope of contract fulfillment, ECON TEL is entitled to store each processed address for the purpose of processing verification and as a basis for invoicing until the contractual relationship has ended and all related invoices have been paid.
5.3 ECON TEL processes and uses personal data only within the framework of the statutory data protection provisions, in particular in compliance with the European General Data Protection Regulation.
5.4 The project books, training materials, and other documents created by ECON TEL for the client represent its own intellectual creative work and are protected by copyright. ECON TEL grants the client a simple right of use to these documents. However, the client is prohibited from reproducing, publishing, or otherwise passing on the documents to third parties. The client must also ensure internally that the documents are not passed on to third parties, in particular in the event that a previously responsible employee of the client leaves the company.
5.5 All documents created by ECON TEL for the client remain the property of ECON TEL until all claims have been settled. ECON TEL is entitled to refuse to hand over the documents subject to retention of title until all fee claims have been settled.
6.1 ECON TEL generally bills for its services on an hourly basis, with one fee hour corresponding to 60 minutes of working time. The specific prices are based on the price conditions underlying the order or the specific individual agreement. Fixed prices, monthly flat rates, or other flat rates, e.g., for project management, may also be agreed upon. Unless otherwise stated, prices are net prices and do not include statutory value
added tax.
6.2 If address information is obtained by ECON TEL on behalf of the client from third parties for the purpose of contract execution, the costs charged by the third party will be passed on to the client.
6.3 If ECON TEL has contractually agreed to create project books, training materials, or other documents, the service owed is provided as soon as the documents have been created based on the information provided by the client in accordance with the contract and handed over to the client or sent electronically.
6.4 All payments are due immediately upon receipt of the invoice by the client and without deduction, unless a different due date has been agreed in the order confirmation. In the case of remuneration agreements that involve monthly payments, the payment must be made by the seventh day of the month at the latest; i.e., the payment owed must be made taking into account bank processing times so that it is credited to ECON TEL on the seventh day of the month.
6.5 The client must check invoices immediately for accuracy and completeness. Objections must be raised no later than 30 days after receipt of the invoice, otherwise the invoice shall be deemed approved.
6.6 If the client fails to pay a claim despite it being due, ECON TEL shall be entitled, even before default occurs, to charge interest from the due date of the claim at a rate of five percentage points p.a. above the base rate.
6.7 If the client defaults on a payment due to a reminder from ECON TEL or after 30 days have elapsed since the due date and receipt of an invoice or equivalent payment schedule, the default interest rate for payment claims shall be nine percentage points p.a. above the base rate from the date of default. In addition, ECON TEL shall be entitled to charge the client a flat fee of €40.00 from the date of default. This shall also apply to advance payments and other installment payments. However, this flat fee shall be offset against any damages owed, insofar as the damage consists of legal costs.
6.8 In the event of default in payment, ECON TEL shall be entitled to exercise a right of retention and to suspend its own services until the outstanding claims have been settled; in particular, ECON TEL shall be entitled to refrain from acquiring new customers and arranging further appointments for the client's sales activities, to suspend agreed (sales) services for the client, to cancel appointments already agreed on behalf of the client with customers/third parties, and to prohibit the client from attending appointments already agreed with customers until the outstanding claims have been settled. ECON TEL shall notify the client of the exercise of such rights at least seven days in advance and give the client the opportunity to make payment in good time beforehand.
6.9 If the client is in default of payment for two consecutive monthly installments in full or in significant part, or for the payment of due claims which amount to two months' claims but have accrued over a period of more than two months, ECON TEL shall be entitled to terminate the contractual relationship for good cause.
6.10 If the contract is terminated due to late payment in accordance with Section 6.9, the client shall reimburse ECON TEL for 50% of the remuneration due for the remaining term.
6.11 ECON TEL shall be entitled to increase prices if the new prices for the specific product do not exceed 5% of the previously applicable price within one year of the last price increase or 15% within three consecutive years of the last price increase, and
- the price increase corresponds either to the increase in costs incurred by ECON TEL for the provision of the product or to the increase in the ECON TEL list price for this product, or
- ECON TEL has expanded the scope of services of the ordered product more than insignificantly and the price increase is proportionate to this.
The price changes shall only take effect at the beginning of the month after next following receipt of the change notification by the client. However, the client is entitled to terminate the contract within four weeks of receipt of the price increase notification at the time of the price increase if the price increase exceeds one of the limits specified in clause 6.11 sentence 1. If the client does not exercise this right and has been advised of this legal consequence, the contract shall continue at the changed prices.
7.1 The client shall provide ECON TEL with all information necessary for the performance of the contract. In particular, the client shall provide ECONTEL with sufficient information about its company, products, the relevant industry, and its objectives with regard to acquiring new customers in good time so that a project book or other required document can be prepared at the beginning of the contract period.
7.2 The client shall create and maintain the technical prerequisites so that ECON TEL can access the sales staff's calendars and enter appointments with customers in the sales staff's calendars.
7.3 The client must provide ECON TEL with an address data record containing the potential customers to be contacted by ECON TEL within the scope of contract execution. In this regard, the client shall ensure that its IT system is set up for the transfer of the data record by email,
that it is functioning properly, and that it uses state-of-the-art virus protection.
7.4 Furthermore, the client shall ensure that the data records enriched by ECON TEL and then transmitted are readable and can be used by the client. In the event that the client instructs ECON TEL to obtain the address data record from a third party and then process it, it is the sole responsibility of the client to provide the technical requirements to enable them to collect the enriched data record themselves and make it usable for their own purposes.
7.5 The client is responsible for ensuring that its employees and all authorized service recipients are aware of the restricted rights of use pursuant to § 5.4 and do not use the data for their own or third-party purposes in breach of contract.
8.1 ECON TEL does not guarantee the accuracy and completeness of the data collected by the client or by third parties on behalf of the client. ECON TEL also does not offer any warranty or guarantee for contracts concluded by the client with third parties, but is only obligated to provide the contractually defined sales services.
8.2 There shall be no warranty claims for performance disruptions based on a breach of the client's obligations to cooperate or on other circumstances for which the client is responsible (e.g., operating errors or defects in the IT system used by the client).
8.3 Upon delivery of the project books and/or other documents/information, the client shall review them. Defects that could have been detected by reasonable inspection shall be reported to ECONTEL in writing without delay; hidden defects shall be reported immediately upon their discovery. “Without delay” shall be deemed to be a period of seven days after delivery of the service or, in the case of hidden defects, seven days after discovery of the defect. After this period has expired, the assertion of claims shall be excluded. Section 377 of the German Commercial Code (HGB) shall remain unaffected. Defects, seven days after discovery of the defect. After expiry of this period, the assertion of claims is excluded. Section 377 of the German Commercial Code (HGB) remains unaffected.
8.4 If there is a reason for warranty, the client must first set ECON TEL a reasonable deadline for subsequent performance twice. This does not apply to cases in which, due to statutory provisions, warranty rights can be exercised even without setting a specific deadline, for example because subsequent performance is impossible or unreasonable or has been refused by ECON TEL. ECON TEL shall provide subsequent performance at its own discretion, either by repair or replacement.
8.5 If the subsequent performance by ECON TEL fails and the client wishes to assert a right to compensation instead of performance, the limitations of liability under Section 8.7 shall apply.
8.6 In the case of minor defects for which ECON TEL is not responsible, the client shall not be entitled to withdraw from the contract.
8.7 ECON TEL shall be liable for damages caused by intentional and grossly negligent acts during the initiation of the contract, the performance of the contract, or in the event of tortious acts, in accordance with the statutory provisions. However, liability for damages caused by slight negligence is excluded, as is liability for damages caused by force majeure.
In the event of a breach of essential contractual obligations – i.e., obligations that enable the contract to be performed in the first place and on whose fulfillment the client may rely (cardinal obligations)
– ECON TEL shall be liable for any negligence, but only up to the amount of the direct and foreseeable damage. Direct damage does not include – without being limited to
– indirect damage and consequential costs such as loss of profit, business interruption, loss of programs and data, or loss of use.
These limitations and exclusions of liability do not apply to claims arising from fraudulent conduct on the part of ECON TEL, liability for guaranteed characteristics, damage resulting from injury to life, limb, or health, or where mandatory liability is provided for by law, such as under the Product Liability Act.
Insofar as ECON TEL's liability is excluded, this also applies to ECON TEL's employees, employee representatives, and vicarious agents.
8.8 All contractual warranty and damage claims shall lapse if they are not asserted within one year of the start of the statutory warranty period (usually the date of delivery, provision, or performance of the service).
9.1 The client is solely responsible for assessing the legal admissibility of the further processing of the data transmitted to ECONTEL by him or by third parties on his behalf. In particular, the client also assumes sole responsibility under competition law for the implementation of direct marketing campaigns and the use of the telephone numbers supplied.
9.2 The client indemnifies ECON TEL against all claims by third parties arising from pre-trial or court proceedings in connection with campaigns and uses within the meaning of clause 9.1. If a claim under competition law is made, the client alone shall bear the costs. Any damages incurred, including any fines and reasonable costs of legal defense, shall be reimbursed by the client.
10.1 The term of the contract is specified in the contractual agreements as stated in the order confirmation.
10.2 The date of receipt of the notice of termination by the respective party shall be decisive for compliance with the notice period and for the termination itself.
10.3 Termination for good cause shall remain possible for both contracting parties in the event of good cause, notwithstanding the preceding clauses of these GTC.
In addition to the reason for default of payment specified in clause 6.9, an important reason for termination of the contract by ECON TEL shall be deemed to exist in particular if the client significantly or persistently violates its contractual obligations or if the client relocates its registered office, place of residence or permanent residence outside the territory of the Federal Republic of Germany after conclusion of the contract.
11.1 Assignments and pledges of claims arising from this contract by the client require the written consent of ECON TEL to be effective.
11.2 The client may only offset claims by ECON TEL arising from this contractual relationship against recognized, undisputed, or legally established claims.
11.3 The client may only assert rights of retention against ECON TEL if the counterclaim on which the right of retention is based is based on the same legal relationship as the claim of ECON TEL and is also undisputed, legally established, or ready for decision.
11.4 The client may also only assert other rights to refuse performance if the client's counterclaim on which the right to refuse performance is based is undisputed, legally established, or ready for decision.
The data records made available to the client by ECON TEL are protected by copyright in accordance with Sections 4 (2), 87a, and 87b of the German Copyright Act (UrhG).
13.1 The content of the contract and other confidential information must be treated as strictly confidential by the client and may only be disclosed to third parties if this is legally required.
13.2 However, information that was known to the client before the start of the contract negotiations or that became public knowledge after the conclusion of the contract without the client being responsible for this shall not be considered confidential information. 13.3 The confidentiality obligation shall remain in force beyond the term of the contract.
14.1 This contract and all claims and obligations associated with it are subject to the law of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG) and the UN Sales Convention. The contract language is German. The German text version is solely authoritative for the interpretation of all agreements.
14.2 The place of performance is Münster/Westphalia.
14.3 The parties agree that Münster/Westphalia shall be the exclusive place of jurisdiction for all mutual claims arising from or in connection with this contract.
15.1 All agreements between the parties are contained in the signed contract document and these General Terms and Conditions. No further agreements exist.
15.2 Side agreements, amendments, and supplements to this contract must be made in writing to be effective. This also applies to any amendment or waiver of the application of this written form requirement. Subsequent verbal agreements are only effective if they have been confirmed in writing by ECON TEL.
15.3 Should any provision of this contract be invalid or unenforceable, or should a loophole be discovered in an individual contract, this shall not affect the validity of the remaining provisions. The invalid or unenforceable provision shall be replaced or the gap filled by a provision which, to the extent legally permissible, comes closest to what the contracting parties intended when signing the contract and would have intended in accordance with the meaning and purpose of the contract, had they considered this point.
15.4 These General Terms and Conditions may be amended at any time with effect for the future in order to close any loopholes that arise as a result of individual contractual clauses being declared invalid by case law. A subsequent adjustment is also possible if the equivalence between the performance and consideration of the contracting parties existing at the time of conclusion of the contract has been disrupted by unforeseeable changes that were not caused by ECON TEL and over which ECON TEL had no influence, unless such an adjustment would be unreasonable for the client.
All clients will be notified of any intended changes to the General Terms and Conditions online, in writing, or by email five weeks before the change takes effect. This notification gives clients the opportunity to object to the change within a period of five weeks. If the client does not object within this five-week period, the General Terms and Conditions in their amended form shall be deemed to have been agreed. If, on the other hand, the client objects to the change, the General Terms and Conditions shall continue to apply in their unmodified form between ECON TEL and the client. However, ECON TEL may then terminate the existing contract with 30 days' notice, calculated from the date of receipt of the letter of objection by ECON TEL, whereupon the client must be informed of the change to the General Terms and Conditions as well as the consequences of continuing to use the services despite the termination of the contract.
15.5 The provisions under Section 15.4 do not apply to services provided free of charge. ECON TEL may change their terms and conditions at any time.
