General terms and conditions

(1) These general terms and conditions (hereinafter “terms”) apply to all contracts for services of new business development, phone outreach, appointment setting and related services provided by SELTUA GmbH & Co. KG, Dornacher Str. 3, 85622 Feldkirchen b. München, Germany (hereinafter “TMI” or “provider”) under the brand “Telemarketing International” to the client (hereinafter “client”).

(2) TMI's services are directed exclusively at entrepreneurs within the meaning of Section 14 BGB, at legal entities under public law and at special funds under public law. Contracts with consumers within the meaning of Section 13 BGB are not concluded. By concluding a contract, the client confirms that it is acting in the exercise of its commercial or independent professional activity.

(3) These terms apply exclusively. Deviating, conflicting or supplementary general terms and conditions of the client do not become part of the contract unless TMI has expressly agreed to their application in text form. This requirement of consent also applies where TMI performs the service without reservation in knowledge of the client's terms.

(4) These terms, in their respective valid version, also apply to all future contracts for services of the same kind with the same client, without TMI having to refer to them again in each individual case.

For the purposes of these terms:

(1) The subject matter of the contract is the provision by TMI of phone-based new business and appointment setting services in accordance with the package chosen by the client, the individual offer and these terms.

(2) TMI provides its services with the care of a diligent service provider in line with the recognised rules of its field. The specific arrangement (including industry, target group, call guide, volume) follows from the chosen package and the individual offer.

(3) In the event of contradictions, the following order of precedence applies: (1.) the individual written offer or order confirmation, (2.) these terms, (3.) the service descriptions and configurator information on the website.

(1) The presentation of the packages on the website and in the configurator, and the free first call, do not constitute a binding offer but a non-binding invitation to submit an offer (invitatio ad offerendum).

(2) On the basis of the client's information, TMI prepares an individual offer in text form. The contract comes into effect when the client accepts this offer in text form (for example by email) or when TMI confirms an order from the client in text form.

(3) Side agreements, amendments and additions require text form to be effective. This also applies to any waiver of the text form requirement.

(1) TMI TestDrive — time-limited entry. Service period of four (4) weeks at a fixed price; bookable only once per client. Included are: ICP workshop, industry-specific call guide including objection handling, research of 200 to 300 qualified target contacts by TMI, phone-based appointment setting by the TMI team, AI-supported quality checks on the conversations, GDPR-compliant documentation for every meeting, and a one-off report after the end of the period. The partial refund rule under Section 8 applies to this package.

(2) TMI Launch — retainer. Ongoing outreach campaign by the TMI pool (no dedicated caller), industry-specific call guide, individually trained callers, qualified decision-maker meetings, monthly written reporting, AI quality control and GDPR-compliant documentation for every meeting. Setup services: ICP workshop, script, basic contact research, caller briefing. Target contacts are provided by the client (Section 9); purchasing them through TMI is optional and not included in the package price.

(3) TMI Scale — retainer with a dedicated caller. As Launch, plus a permanently assigned, industry-trained caller working exclusively for the client, in-depth onboarding, detailed monthly reporting and a monthly review call (more frequently where needed and by arrangement). Setup services: in-depth ICP workshop, industry script, intensive caller briefing (training of two fixed callers for the campaign). Target contacts as in paragraph 2.

(4) TMI Elite — premium retainer. A dedicated senior caller with industry experience, in-depth analysis of the target companies before the call, multi-channel call preparation, qualified meetings at decision-maker and management level, detailed monthly reporting, a monthly strategy call (more frequently by arrangement), AI quality control and GDPR-compliant documentation for every meeting. Setup services: the services from Scale plus senior briefing, in-depth target group analysis and objection handling at C-level. Target contacts as in paragraph 2.

(5) The binding scope of services in each case follows from the individual offer. Additional services (in particular the purchase of target contacts) are agreed and remunerated separately.

(1) TMI's services are services within the meaning of Section 611 BGB. TMI owes careful, professional activity, but not the occurrence of a particular economic outcome.

(2) In particular, TMI does not owe the conclusion of deals, orders or revenue of the client with the target companies for which meetings were booked, nor the attendance, conduct or a particular outcome of the arranged meetings by the client or the target company.

(3) There is no guarantee of success or performance, subject to the expressly regulated partial refund under Section 8 for the TMI TestDrive package. Transparency about the activity performed is established through the contractually agreed reporting.

(4) There is no replacement or rebooking guarantee. If a target company cancels an already qualified meeting or does not attend it, the meeting still counts as a qualified meeting and does not give rise to a claim for replacement.

(1) Meetings are qualified using TMI's own qualification methodology. A BANT model (budget, authority, need, timing) is expressly not owed.

(2) A qualified meeting is a meeting agreed between the target company and the client with a contact at the target company who is authorised to decide or materially involved in the procurement process, which matches the criteria defined jointly in advance in the ICP, and which TMI documents in a GDPR-compliant way.

(3) Statements about meeting ranges (for example “8–15 qualified meetings/month”) are non-binding, industry-dependent forecasts and do not constitute a warranted characteristic or an agreement on quality. The number actually achievable depends on factors outside TMI's control (including market situation, industry, quality and currency of the target contacts, reachability of decision-makers, attractiveness of the client's offer, and the client's cooperation).

(1) Exclusively for the TMI TestDrive package the following applies: if TMI achieves fewer than five (5) qualified meetings within the meaning of Section 7 (2) during the four-week service period, TMI refunds the client 50 % of the fixed price paid.

(2) The partial refund is the client's sole and exhaustive claim arising from the minimum number not being reached. Further claims, in particular for a full refund, subsequent performance or damages, do not exist in this respect. The rule in Section 8 does not reclassify the contract as a contract for work.

(3) The partial refund is conditional on the client having met its obligations to cooperate (Section 9) fully and on time. Delays or failures resulting from insufficient or late cooperation by the client (including late release of the script or the ICP, contacts who cannot be reached) extend the service period accordingly and are disregarded in favour of TMI when counting meetings.

(4) The refund claim must be asserted in text form within fourteen (14) days of receipt of the closing report.

(1) The client provides TMI with all information, documents and access required for the provision of the services in good time, completely and in a suitable form, in particular for defining the ICP, regarding the client's offer, and for releasing the call guide.

(2) In the Launch, Scale and Elite packages, the client provides the target contacts itself or optionally purchases them from TMI for separate remuneration. The client ensures that the target contacts it provides were collected lawfully and may be used for the purpose of making contact (Section 11).

(3) The client names a responsible contact with sufficient decision-making authority and ensures that the arranged meetings are attended and confirmed promptly.

(4) If the client does not meet its obligations to cooperate, TMI is released from its obligation to perform to the extent and for as long as the cooperation is missing. Additional effort and delays caused by this are borne by the client; the obligation to pay remains unaffected.

(1) In providing the services, TMI processes personal data (in particular contact data of the target companies and their contacts) on behalf of the client.

(2) The details of processing on behalf are governed by a separate data processing agreement under Art. 28 GDPR (DPA) concluded between the parties, which takes precedence over these terms in relation to questions of data processing. Concluding, or having in place, an effective DPA is a precondition for starting the data processing.

(3) Under data protection law the client is the controller within the meaning of Art. 4 no. 7 GDPR; TMI is the processor. The client ensures that a sound legal basis exists for processing the data it provides.

(1) The parties agree that telephone advertising towards companies is only permitted under the conditions of Section 7 (2) UWG (in particular at least presumed consent of the person called).

(2) Where the client provides target contacts (packages Launch, Scale, Elite), it warrants that in respect of the target companies approached at least presumed consent to telephone contact within the meaning of Section 7 (2) UWG exists or may reasonably be assumed, and that the information it provides about product and offer is lawful, truthful and free of third-party rights.

(3) The client indemnifies TMI against all third-party claims (including claims under competition law, data protection law and the law on statements, as well as official measures) that result from target contacts, information or content provided by the client infringing statutory provisions. The indemnity covers the reasonable costs of a necessary legal defence.

(4) For target contacts researched by TMI (TMI TestDrive package), TMI bears responsibility for the lawful research of the contact data; responsibility for the accuracy and lawfulness of the client's advertised offer remains with the client.

(1) The prices stated in the individual offer apply. All prices are net prices plus the applicable statutory value added tax.

(2) The setup fee falls due on conclusion of the contract. The monthly retainer remuneration (Launch, Scale, Elite) falls due in advance at the beginning of each contract month. The fixed price for TMI TestDrive falls due before the start of the service. Additional services (including purchased contacts) are invoiced separately.

(3) Invoices are payable in full within fourteen (14) days of receipt. Timeliness is determined by receipt in TMI's account.

(4) If the client is in default of payment, TMI is entitled to demand default interest of nine (9) percentage points above the base rate as well as a flat fee of EUR 40 pursuant to Section 288 (2) and (5) BGB. The right to claim further damages is reserved.

(5) In the event of significant default of payment, TMI is entitled to withhold performance after prior notice until payment has been made in full. The client's obligation to pay remains unaffected.

(1) TMI TestDrive has a fixed term of four (4) weeks and ends automatically on its expiry, without any need for notice. Ordinary termination during the term is excluded.

(2) TMI Launch has a minimum term of three (3) months. If the contract is not terminated in text form at the latest one (1) month before the end of the respective term, it renews for a further three (3) months in each case.

(3) TMI Scale has a minimum term of six (6) months. If the contract is not terminated in text form at the latest one (1) month before the end of the respective term, it renews for a further six (6) months in each case.

(4) TMI Elite is a monthly retainer and may be terminated by either party in text form giving one (1) month's notice to the end of a contract month, unless a different minimum term is agreed in the offer.

(5) The right to extraordinary termination for good cause remains unaffected for both parties. Good cause for TMI exists in particular in the event of significant default of payment by the client, repeated breach of obligations to cooperate despite a warning, and a breach of Section 11.

(6) Notice of termination requires text form (email is sufficient).

(1) All rights in the call guides, scripts, methodologies, analysis and training materials created by TMI, and in the tools used (including the AI-supported quality control), remain with TMI.

(2) The client receives a simple, non-transferable right to use the materials created specifically for it, for the duration of the contract and for the purposes of the respective campaign. There is no claim to the release of the underlying methodology or of TMI's own tools.

(3) The meeting data and reports documented in the course of the service are available to the client for its own business use.

(1) The parties treat all information of the other party obtained in the course of the collaboration which is marked as confidential or is confidential by its nature as confidential without limitation in time, and use it only to perform the contract.

(2) Excluded is information which is public knowledge, which was lawfully known to the recipient without an obligation of confidentiality, which was developed independently, or which must be disclosed due to a statutory or official obligation.

(1) Since TMI owes a service (Section 6), the client's rights in the event of performance not in conformity with the contract follow the provisions on service contracts; there is no warranty right under contract-for-work law.

(2) Complaints about the service must be notified in text form without undue delay once they become apparent, so that TMI can provide a remedy.

(1) TMI is liable without limitation for damage arising from injury to life, body or health based on a breach of duty by TMI, its legal representatives or vicarious agents, and for damage based on intent or gross negligence, furthermore within the scope of an expressly assumed guarantee and under the German Product Liability Act.

(2) In the event of a slightly negligent breach of a material contractual obligation (cardinal obligation), that is an obligation whose fulfilment makes the proper performance of the contract possible in the first place and on whose observance the client may regularly rely, liability is limited to the damage typical for this type of contract and foreseeable.

(3) In all other respects TMI's liability for damage caused by slight negligence is excluded.

(4) Excluded, outside the cases in paragraph 1, is in particular liability for lost profit, revenue not realised, deals not concluded with target companies for which meetings were booked, and for other indirect and consequential damage.

(5) Where liability is limited or excluded under the preceding paragraphs, this also applies to the personal liability of TMI's legal representatives, employees and vicarious agents.

The client undertakes not to solicit the employees and callers deployed by TMI, and not to employ or engage them without TMI's consent, during the term of the contract and for a period of twelve (12) months after it ends. For each culpable breach an appropriate contractual penalty is agreed, the amount of which may be reviewed by a court in the event of a dispute; the right to claim further damages is reserved.

TMI is entitled to name the client as a reference, stating its name and logo, after prior consent (text form is sufficient). Consent may be withdrawn at any time with effect for the future.

Events of force majeure which make it substantially more difficult or impossible for TMI to perform (including strike, lockout, official orders, failure of telecommunications or IT infrastructure, pandemics) entitle TMI to postpone performance by the duration of the impediment plus a reasonable start-up period. If the event lasts longer than six (6) weeks, either party is entitled to terminate the affected contract.

(1) Text form. Amendments and additions to the contract, and all legally relevant declarations, require text form, unless written form is mandatory by law.

(2) Set-off / retention. The client may only set off claims that are undisputed or have been finally determined by a court. It has a right of retention only to the extent that it is based on the same contractual relationship.

(3) Assignment. Assignment of the client's claims under the contract to third parties requires TMI's prior consent in text form. Section 354a HGB remains unaffected.

(4) Applicable law. The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

(5) Place of jurisdiction. The exclusive place of jurisdiction for all disputes arising from and in connection with the contractual relationship is, where the client is a merchant, a legal entity under public law or a special fund under public law, TMI's registered office in Munich. TMI is also entitled to bring proceedings at the client's general place of jurisdiction.

(6) Severability. Should individual provisions of these terms be or become wholly or partly invalid or unenforceable, the validity of the remaining provisions is not affected. The statutory provision applies in place of the invalid or unenforceable provision.