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 RBS Responsible Business Solutions GmbH, Hegelgasse 13, 1010 Vienna, Austria, registered with the Commercial Court of Vienna (Handelsgericht Wien) under FN 439861f (the “Provider”, “we” or “us”). Full provider details are set out in the Imprint on this page.

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 stop using the Service and delete your account 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 § 1 of the Austrian Consumer Protection Act (Konsumentenschutzgesetz, KSchG) or analogous provisions under other applicable laws. By creating an account you confirm that you are acting in your professional capacity as an entrepreneur (Unternehmer) within the meaning of § 1 KSchG and § 1 of the Austrian Commercial Code (UGB).

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 provided free of charge. There is no subscription fee, no paid plan and no trial-to-paid conversion. We do not request or store any payment instrument, and the Customer is never charged for access to the Service.

4.2 Every Customer receives the same access, including the weekly delivery of suggested contacts and the ability to generate additional contacts, subject to the fair-use and technical limits (such as the number of contacts delivered per week) currently shown on the Service, which we may adjust from time to time.

4.3 Because the Service is provided free of charge, we may modify, limit, suspend or discontinue all or part of it at any time in accordance with Section 2.4, and no fees are owed by or refundable to the Customer.

4.4 Should we decide in the future to offer paid features or to charge for the Service, we will notify the Customer well in advance. The Customer will never be charged automatically and will owe no payment of any kind unless and until the Customer expressly and actively subscribes to a paid offering by way of a separate, clearly identified order process. Mere continued use of the free Service will never give rise to a payment obligation.

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, 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 as long as the Customer maintains an account.

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 (Vorsatz) or gross negligence (grobe Fahrlässigkeit), (b) for damages arising out of injury to life, body or health, (c) under the Austrian Product Liability Act (Produkthaftungsgesetz, PHG) to the extent it mandatorily applies, and (d) within the scope of any guarantee expressly assumed in writing.

9.2 Liability for slight negligence (leichte Fahrlässigkeit) is excluded, except for damages arising out of injury to life, body or health. The Customer notes that the Service is provided entirely free of charge; in case of liability for slight negligence — to the extent such liability cannot validly be excluded — our liability shall in any event be limited to the damage typical for this type of contract and foreseeable at the time of conclusion of the contract.

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 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 runs for an indefinite term. Either party may terminate it at any time without notice period and without cause: the Customer by requesting deletion of its account (see the Privacy Policy), the Provider by giving notice in text form, in particular in connection with a discontinuation of the Service under Section 2.4.

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 Austrian law, excluding the UN Convention on Contracts for the International Sale of Goods (CISG) and the conflict-of-laws rules of private international law.

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 court with subject-matter jurisdiction for the registered seat of the Provider in Vienna, Austria.

13.3 The Service is offered exclusively to business users (Section 1.3); consumer dispute resolution schemes therefore do not apply. 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.