Legal

1.1 These Terms and Conditions (the “Terms”) govern your access to and use of the website, software-as-a-service platform and related features provided under the name “Referral Cultivator” (the “Service”), operated by [Operator legal name & address — see Imprint] (the “Provider”, “we” or “us”).

1.2 By creating an account, accessing or otherwise using the Service, you (the “Customer”, “you”) accept these Terms in their then-current version. We may amend the Terms at any time on reasonable prior notice; continued use of the Service after notice constitutes acceptance of the amended Terms. If you do not accept an amendment, your sole remedy is to terminate your subscription before the amendment takes effect.

1.3 The Service is offered exclusively to business users (B2B), specifically to lawyers, attorneys, notaries and other legal professionals acting in their professional capacity. The Service is not intended for, and may not be used by, consumers within the meaning of § 13 of the German Civil Code (BGB) or analogous provisions under other applicable laws. By creating an account you confirm that you are acting in your professional capacity.

2.1 The Service is a closed, professional networking platform that uses automated matching to suggest contact information for lawyers located in jurisdictions different from the Customer’s own, for the purpose of facilitating voluntary, cross-border referral relationships.

2.2 The Service includes, in particular, (a) a user dashboard, (b) periodic automated generation of suggested contacts (“Matches”) based on the Customer’s profile, practice area and geographic preferences, (c) a function to prepare an introductory email in the Customer’s own email client, (d) a function to record whether an introductory call took place, and (e) statistical overviews and exports.

2.3 The Service expressly does not (i) send any email on behalf of the Customer, (ii) verify the identity, bar admission, conflict status, current employment or professional standing of any Match, (iii) guarantee the accuracy, completeness or topicality of any Match data, (iv) broker referrals, share in referral fees or participate in the legal services rendered between Customer and any Match, or (v) provide legal advice of any kind. The Customer remains solely responsible for all professional decisions, communications and engagements arising out of or related to any Match.

2.4 We may modify, suspend or discontinue all or part of the Service at any time, in particular for technical maintenance, security or development reasons. We will endeavour to provide reasonable advance notice of material changes where practicable.

3.1 To use the Service the Customer must (a) be at least eighteen (18) years of age, (b) be lawfully admitted to practice law (or otherwise lawfully engaged in the provision of legal services) in at least one jurisdiction, (c) act in a professional, non-consumer capacity, and (d) have full legal capacity to enter into binding contracts.

3.2 The Customer is responsible for the accuracy, completeness and currency of all profile data, including first name, country of practice, practice area, geographic preferences and the introductory email text (the “Email Template”).

3.3 Disposable, temporary or anonymous email addresses are not permitted. Account credentials must be kept confidential and may not be shared. The Customer is responsible for all activity carried out under its account and shall promptly notify the Provider of any unauthorised use.

4.1 The Service is offered on a subscription basis. The plans, prices, billing intervals and included quotas (such as the number of contacts delivered per week) currently in force are shown on the pricing page at the time of order and are incorporated by reference into the contract.

4.2 New Customers may be granted a free trial period of thirty (30) days from first activation of a paid plan. Unless the Customer cancels before the end of the trial, the subscription will automatically convert into a paid subscription at the then-current price and renew for successive periods of the same length.

4.3 All prices are stated in Euro and net of VAT. VAT will be added at the statutory rate where required by law.

4.4 Payments are processed exclusively through Stripe Payments Europe, Ltd. or an affiliated Stripe entity (“Stripe”). By submitting a payment instrument the Customer authorises Stripe to charge the applicable fees in accordance with Stripe’s then-current terms. We do not store full payment card data on our own systems.

4.5 Cancellations take effect at the end of the then-current billing period and are performed through the Customer’s account settings or the Stripe customer portal accessible from the Service.

4.6 Promotional codes (such as “SOFTLAUNCH50”) are subject to the conditions stated at the point of issue and may be limited as to duration, scope and combinability. Promotional discounts apply only for the periods explicitly stated.

4.7 In the event of payment default we are entitled to suspend access to the paid features of the Service after due notice, without prejudice to any further rights and remedies.

4.8 No refund is granted for unused portions of a paid period unless required by mandatory law. Because the Customer accesses the Service in its professional capacity, the statutory right of withdrawal applicable to consumers does not apply.

5.1 The Customer shall use the Service only in accordance with applicable law, applicable professional conduct and bar rules (including rules on solicitation, advertising, referral fees, conflicts of interest and client confidentiality) and these Terms.

5.2 The Customer shall not, and shall not permit any third party to:

• (a) use Match contact data for any purpose other than the voluntary, professional, one-to-one introduction contemplated by the Service;
• (b) compile, sell, license, transfer or otherwise commercialise mailing lists, directories or marketing databases derived from Match data;
• (c) send unsolicited bulk or commercial communications (“spam”) to any Match;
• (d) attempt to circumvent any quota, technical limitation, security feature or access control of the Service;
• (e) reverse engineer, decompile, scrape or otherwise extract data from the Service except as expressly permitted by mandatory law;
• (f) upload, transmit or store any content that is unlawful, defamatory, infringing of third-party rights, or that contains malware; or
• (g) impersonate any other person or entity.

5.3 The Customer is solely responsible for the content of its Email Template and for every message it sends from its own email client using such template. We do not review, transmit or store such messages on the Customer’s behalf.

5.4 Breach of this Section 5 entitles us, in our reasonable discretion, to warn the Customer, restrict functionality, suspend the account or terminate the contract for cause, in each case without prejudice to claims for damages.

6.1 Match suggestions are generated automatically and may include the name, professional email address, law firm name, city and country of other lawyers. Such data is obtained from third-party sources and from voluntary submissions by other users of the Service.

6.2 We do not warrant and expressly disclaim any representation as to (a) the accuracy, completeness or topicality of Match data, (b) the suitability of any Match for a particular referral, (c) the absence of conflicts of interest, (d) the actual willingness or availability of any Match to engage in a relationship, or (e) the professional qualifications, regulatory standing or insurance coverage of any Match.

6.3 Before contacting any Match the Customer shall independently verify the Match’s identity and current professional status and shall conduct its own conflict check in accordance with its professional obligations.

7.1 All rights, title and interest in and to the Service, including the software, design, trademarks, logos, documentation and matching algorithms, are and shall remain the exclusive property of the Provider or its licensors. Subject to these Terms and to payment of all applicable fees, we grant the Customer a non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Service for its own internal professional purposes for the duration of the subscription.

7.2 The Customer retains all rights in the content it uploads to the Service (such as the Email Template). The Customer grants us a worldwide, royalty-free, non-exclusive licence to host, store, process and display such content solely to the extent necessary to operate the Service.

7.3 The Customer shall not remove or obscure any copyright, trademark or other proprietary notice displayed on the Service.

8.1 We warrant that the Service will be provided with the care and skill reasonably expected of a professional SaaS provider. To the maximum extent permitted by law, the Service is otherwise provided “as is” and “as available”. In particular, we do not warrant that the Service will be uninterrupted, error-free, free from data loss, or fit for any particular purpose of the Customer.

8.2 The Service is not a substitute for the exercise of independent professional judgement. Nothing displayed on or generated by the Service constitutes legal advice.

9.1 We shall be liable without limitation (a) in case of intent or gross negligence, (b) for damages arising out of injury to life, body or health, (c) under the German Product Liability Act (Produkthaftungsgesetz) and (d) within the scope of any guarantee expressly assumed in writing.

9.2 In case of slight negligence we shall only be liable for the breach of a material contractual obligation (Kardinalpflicht) — that is, an obligation the fulfilment of which is essential for the proper performance of the contract and on the observance of which the Customer regularly relies. In such a case our liability shall be limited to the damage typical and foreseeable at the time of conclusion of the contract; in any event, our aggregate liability shall not exceed the fees actually paid by the Customer for the Service during the twelve (12) months preceding the event giving rise to liability.

9.3 To the maximum extent permitted by law, we shall not be liable for (a) lost profits, lost referrals, lost business opportunities or other indirect, incidental, special or consequential damages, (b) acts or omissions of Matches or other third parties, (c) damages resulting from the Customer’s breach of professional conduct rules, (d) the inaccuracy or unavailability of Match data, or (e) interruptions or failures of the Service caused by force majeure or third-party infrastructure outside our reasonable control (including but not limited to Supabase, Stripe and the public internet).

9.4 The foregoing limitations apply mutatis mutandis to our employees, contractors, legal representatives and vicarious agents.

The Customer shall defend, indemnify and hold the Provider harmless from and against any third-party claim, liability, damage, fine or cost (including reasonable legal fees) arising out of or related to (a) any breach by the Customer of these Terms, of applicable law or of professional conduct rules, (b) any content the Customer uploads to the Service, (c) any communication the Customer sends to a Match, or (d) any legal services the Customer renders to a client introduced or referred via the Service.

11.1 The contract starts upon successful account creation and continues for the term selected by the Customer (monthly or yearly), renewing automatically as described in Section 4 unless cancelled.

11.2 Either party may terminate the contract for cause if the other party materially breaches the contract and fails to cure such breach within a reasonable period after written notice. Cause for the Provider includes, without limitation, any breach of Section 5.

11.3 Upon termination the Customer’s right to access the Service ceases. We may retain account-related data for the periods required by applicable law (in particular tax and commercial bookkeeping retention periods).

The processing of personal data is governed by our Privacy Policy, accessible on this page.

13.1 These Terms are governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG) and the conflict-of-laws rules.

13.2 To the extent legally permissible, exclusive place of jurisdiction for all disputes arising out of or in connection with this contract is the registered seat of the Provider.

13.3 The European Commission provides an online dispute resolution platform at https://ec.europa.eu/consumers/odr. We are neither obliged nor willing to participate in dispute settlement proceedings before a consumer arbitration board.

13.4 Should any provision of these Terms be or become invalid or unenforceable, the validity of the remaining provisions shall remain unaffected.

13.5 The contractual language is English. In case of conflict with any translation, the English version shall prevail.