LEADCLEAN
Terms and Conditions of Service
1. Scope
1.1 These Terms and Conditions of Service ("Terms") govern all services provided by LeadClean to business customers ("Client").
1.2 LeadClean provides business-to-business data processing and data quality services, including but not limited to lead list cleaning, normalization, enrichment, structuring, scoring, classification, deduplication, and export preparation.
1.3 These Terms apply exclusively to entrepreneurs, businesses, legal entities under public law, or special funds under public law. Consumer contracts are excluded.
2. Nature of the Services
2.1 LeadClean provides technical and analytical processing services for customer-supplied datasets.
2.2 Unless expressly agreed otherwise in writing, LeadClean does not owe a specific commercial success, sales result, conversion rate, response rate, revenue increase, or campaign outcome.
2.3 LeadClean does not guarantee that third-party source data, public web data, metadata, or enrichment signals are complete, current, accurate, or permanently available.
2.4 The service is a best-effort business data service based on the Client’s source data, selected rules, and available technical signals.
3. Client Eligibility and B2B Restriction
3.1 Services are offered exclusively to business customers.
3.2 By placing an order, the Client confirms that it acts in the exercise of its commercial or independent professional activity.
4. Orders and Contract Formation
4.1 Quotes, offers, pricing summaries, pilot batch proposals, and service descriptions issued by LeadClean are non-binding unless expressly marked as binding.
4.2 A contract is formed when:
a) the Client accepts a written offer from LeadClean, or
b) LeadClean confirms an order in writing, or
c) LeadClean begins performance after clear client approval.
4.3 In case of conflict, the following order applies:
a) individual written agreement / offer,
b) Data Processing Agreement (if applicable),
c) these Terms.
5. Client Responsibilities
5.1 The Client is solely responsible for the legality of collecting, owning, storing, transferring, and using the source data provided to LeadClean.
5.2 The Client shall ensure that all submitted data may lawfully be processed for the agreed purpose under applicable data protection, competition, and marketing laws.
5.3 The Client is responsible for the accuracy, relevance, and business use of the original submitted records.
5.4 The Client shall provide complete instructions, required files, required contact information, and all relevant processing parameters in due time.
5.5 The Client remains solely responsible for any downstream use of the processed output, including outreach, sales, marketing, CRM import, profiling decisions, or campaign deployment.
6. Data Processing Role
6.1 Where LeadClean processes personal data on behalf of the Client, the Client acts as controller and LeadClean acts as processor, unless expressly agreed otherwise.
6.2 In such cases, the parties shall enter into a separate Data Processing Agreement where legally required.
6.3 LeadClean shall process personal data only within the documented instructions of the Client, except where required by law.
7. Acceptance of Input Data
7.1 LeadClean may reject, suspend, or terminate processing of datasets that are obviously unlawful, corrupted, malicious, technically unusable, or outside the agreed service scope.
7.2 LeadClean may refuse categories of data that create disproportionate legal, technical, or ethical risk.
8. Delivery and Format
8.1 Unless agreed otherwise, deliverables may be provided as ZIP packages, CSV files, scored exports, reports, summaries, invoices, or other structured output formats.
8.2 Delivery may be made by secure download link, file transfer, email attachment, shared folder, or another agreed method.
8.3 The risk of onward use passes to the Client upon delivery or provision for download.
9. Pilot Batches and Samples
9.1 LeadClean may offer pilot batches, samples, previews, or test runs for evaluation purposes.
9.2 Unless otherwise agreed, pilot results are provided for internal evaluation only and do not create a guarantee that future full-scale runs will produce identical outcomes.
10. Pricing and Payment
10.1 Prices are based on the individual offer, package size, data volume, service scope, and quality-related pricing logic where applicable.
10.2 Unless otherwise stated, all prices are in EUR.
10.3 Payment terms shall be stated in the offer or invoice.
10.4 LeadClean may require advance payment, partial prepayment, or full payment before delivery for new clients or custom jobs.
11. Small Business VAT Notice
11.1 If LeadClean operates under the German small business regime, no VAT is charged in accordance with Section 19 UStG.
11.2 In such case, invoices may show a VAT line with a 0% rate and a note that no VAT is charged under the small business regime.
12. Performance Time
12.1 Delivery times, processing windows, and project estimates are non-binding unless expressly agreed as binding in writing.
12.2 LeadClean is not responsible for delays caused by incomplete client input, technical import issues, force majeure, third-party outages, blocked source systems, or review dependencies.
13. Limited Warranty
13.1 The Client shall inspect the deliverables without undue delay after receipt.
13.2 Obvious defects or major delivery deviations must be reported in text form within 7 calendar days after delivery.
13.3 In case of a justified defect claim, LeadClean may choose to remedy, reprocess, replace, or partially re-deliver the affected output.
13.4 Insignificant deviations, format preferences, subjective scoring disagreements, or variations caused by source data quality shall not constitute a defect.
14. Liability
14.1 LeadClean shall be liable without limitation for intent, gross negligence, fraud, personal injury, and where liability is mandatory under applicable law.
14.2 In cases of ordinary negligence, LeadClean shall only be liable for breach of essential contractual obligations, and such liability shall be limited to the foreseeable typical damage.
14.3 LeadClean shall not be liable for indirect damages, lost profits, lost business opportunities, expected campaign success, or damages caused by unlawful or unsuitable use of the output by the Client.
14.4 LeadClean shall not be liable for inaccuracies originating from the Client’s own source files or from third-party/public data sources beyond LeadClean’s control.
15. Intellectual Property and Usage Rights
15.1 LeadClean retains all rights in its tools, internal methods, templates, scoring logic, processing workflows, scripts, systems, documentation structure, and know-how, unless expressly transferred in writing.
15.2 Upon full payment, the Client receives a non-exclusive right to use the delivered output for its internal business purposes, unless otherwise agreed.
15.3 The Client may not resell LeadClean’s internal tooling, methods, templates, or proprietary scoring framework as its own product without prior written consent.
16. Confidentiality
16.1 Both parties shall treat confidential business information of the other party as confidential.
16.2 Confidential information may be used only for contract performance and may be disclosed only where necessary or legally required.
17. Retention and Deletion
17.1 Unless otherwise agreed or legally required, LeadClean may delete project files, working files, temporary imports, and generated output after the applicable internal retention period.
17.2 The Client is responsible for downloading, checking, and archiving delivered output in its own systems in due time.
17.3 Legal retention obligations for invoices and mandatory business records remain unaffected.
18. Suspension and Termination
18.1 LeadClean may suspend or terminate services for good cause, including unlawful instructions, abusive conduct, payment default, sanction risks, or serious compliance concerns.
18.2 Either party may terminate ongoing cooperation in text form, subject to any agreed project commitments already in progress.
19. Set-Off and Assignment
19.1 The Client may only set off claims that are undisputed or finally adjudicated.
19.2 Assignment of rights or claims by the Client requires LeadClean’s prior written consent, unless mandatory law provides otherwise.
20. Applicable Law and Jurisdiction
20.1 These Terms shall be governed by the laws of the Federal Republic of Germany, excluding conflict-of-law rules.
20.2 If the Client is a merchant, legal entity under public law, or special fund under public law, the exclusive place of jurisdiction shall be LeadClean’s registered business seat, to the extent legally permissible.
21. Severability
21.1 If any provision of these Terms is invalid or unenforceable, the remaining provisions shall remain unaffected.
21.2 The invalid provision shall be replaced by a valid provision that most closely reflects the economic intent of the original provision, to the extent permitted by law.
22. Text Form
22.1 Unless stricter form is required by law, notices, approvals, defect reports, and contractual amendments may be made in text form.