§ 1 Scope

These Terms & Conditions (the "Terms") govern the use of the Wendory platform (the "Platform") by entrepreneurs within the meaning of section 14 of the German Civil Code (BGB) (the "User").

The Platform is exclusively aimed at businesses, traders, freelancers and public bodies. Consumers within the meaning of section 13 BGB are excluded from use.

Conflicting or supplementary terms and conditions of the User only become part of the contract if the Provider has expressly agreed to them in writing.

The version of these Terms valid at the time the contract is concluded applies (see version note above).

§ 2 Definitions

"Platform": the B2B matching platform provided at wendory.com and related subdomains.

"Client": a User who publishes tenders.

"Call center": a User who submits applications for tenders.

"Tender": a project (RFQ) published by a Client with volume, language and qualification details.

"Lead": a conversation between a Client and a call center about a tender that has come about through the Platform and is conducted in the chat feature.

"Verification": the Provider's review of a call center profile based on submitted evidence.

"AI features": features whose output is generated wholly or partly by machine learning or language models; the AI Annex (§ 4 para. 2) applies in addition.

§ 3 Role and services of the Provider

The Provider supplies a technical matching and communication platform. It does not become a party to agreements concluded between Clients and call centers and does not owe their performance.

The Provider is neither a broker, commercial agent, employment agency nor vicarious agent of the Users. No successful placement is owed.

Scope of services: registration and verification, tender management, anonymised presentation, applications, chat, meeting scheduling, ratings, notifications, multi-user accounts and AI features.

The Provider may further develop the Platform and change or discontinue services provided the purpose of the contract is not substantially affected (§ 12).

§ 4 Conclusion of contract, registration and verification

The user agreement is concluded by registering and confirming these Terms and the Privacy Policy.

On registration the User confirms that it acts as an entrepreneur and is authorised to make binding declarations for the stated company.

The User undertakes to provide truthful, complete and up-to-date information (company, contact person, country, and for call centers certifications and capacities).

The Provider may reject registrations without giving reasons, require verification and withdraw verification if the requirements cease to be met.

Access credentials must be kept confidential. Actions carried out via the User's account are attributed to the User; sub-accounts (team members) are attributed to the main account.

§ 5 Prices, plans and lead allowances

Use of the Platform is free of charge for Clients. For call centers the subscriptions shown on the Platform apply (currently Starter €199, Professional €399, Enterprise €599 per month, plus statutory VAT; 20 % discount for annual payment).

Each plan includes a monthly lead allowance (currently 5, 15 or 30 leads). The allowance is split into available, reserved and used leads. An application for a tender immediately reserves one lead from the call center's allowance.

A lead is deemed used as soon as the Client starts the communication (clicking “Reply”, the chat receives the status “Qualified”) or contacts the call center directly. Contacts that have already come about and been handled are not refunded.

If the Client rejects an application, or does not respond within 5 working days, the application is rejected automatically and the reserved lead is credited back to the call center's available allowance.

If the available allowance is exhausted, no further applications can be sent. Additional leads or individual replies can be used via a paid unlock (currently €99) or a plan change with a higher allowance.

In the case of obviously inappropriate, abusive or non-business direct approaches, the call center may report a lead conflict. The lead remains marked as used until the decision. If the conflict is accepted, the lead is credited back to the allowance; if rejected, the lead remains used permanently. The decision is final; no further conflict is possible for the same lead.

Unused allowances expire at the end of the billing period; no payout or carry-over takes place.

§ 6 Payment terms

Payments are processed via the payment service provider Stripe. The User authorises the Provider to collect amounts due using the stored payment method.

Subscription fees are due at the beginning of each billing period; unlocks (€99) are due immediately.

All prices are plus statutory VAT. Invoices are provided electronically.

If the User defaults on payment, the Provider may – after prior notice – suspend access and claim default interest pursuant to section 288 BGB.

The User may only set off claims that are undisputed or established by a final court judgment.

The Provider may adjust prices with effect for the future; § 18 applies to ongoing subscriptions.

§ 7 Term and termination

Subscriptions run monthly or annually as selected and renew for the same period unless terminated before expiry.

Termination is possible with effect from the end of the respective billing period via the account settings (or by e-mail to [kontakt@wendory.com]).

The right of either party to terminate for good cause remains unaffected (§ 17).

After termination, paid features are deactivated. The User may export its data within 30 days; thereafter it is deleted subject to statutory retention obligations (§ 14).

Amounts already paid for the current billing period are not refunded unless mandatory statutory rights provide otherwise.

§ 8 User obligations

Users undertake to use the Platform only in accordance with applicable law, in particular the German Act against Unfair Competition (UWG), the GDPR, the BDSG and applicable sanctions regulations.

The following are prohibited: false or misleading information; unlawful, abusive or discriminatory content; spam; scraping or automated bulk requests; circumventing security or unlock mechanisms.

Circumventing the Platform (disintermediation) is also prohibited: Users must not induce contacts gained via the Platform to leave it in order to avoid fees. This obligation applies for the term of the contract and twelve months thereafter.

Users warrant that they hold all rights to content they upload and do not infringe third-party rights.

In the event of breaches, the Provider may remove content, suspend accounts and claim damages.

§ 9 Specific obligations of Clients

Clients warrant that tenders correspond to a genuine, serious procurement interest and do not serve mere data collection, market research or competitor intelligence.

Requirements must be objective and non-discriminatory; where personal selection criteria are used, the German General Equal Treatment Act (AGG) must be observed.

Contact and project data must be accurate. Changes to or closure of a tender must be reflected in the Platform without undue delay.

The Client undertakes to use the contact details of unlocked call centers exclusively for the respective project and not to pass them on to third parties or misuse them for advertising.

The Client shall indemnify the Provider against third-party claims arising from unlawful tender content.

§ 10 Specific obligations of call centers

Call centers warrant that they actually meet the requested requirements (languages, capacities, certifications, locations) and can provide evidence on request.

Verification is a prerequisite for applications and unlocks. If requirements cease to be met, the Provider must be informed without undue delay; verification may be withdrawn.

Call centers shall treat all information from tenders and chats as confidential and use it exclusively to handle the respective project.

Poaching employees or customers of the other side and passing on contact data to third parties are prohibited.

Direct approaches to the Client's end customers outside the Platform must comply with the UWG (in particular section 7 UWG) and any requirements set by the Client.

In the event of breaches, the Provider may reject applications, suspend services and claim compensation for damages.

§ 11 Ratings, verifications and external sources

Ratings may only be submitted by Users who have conducted a conversation with the rated counterparty. Ratings must be based on personal experience and must not contain untrue facts.

The Provider may review, label and, in the event of breaches, remove ratings; there is no content-based censorship of legitimate criticism.

Verification confirms that submitted evidence was reviewed as of a specific date. It is not a guarantee of the call center's performance.

Where third-party ratings (e.g. Trustpilot) are displayed as aggregated figures, these are external sources; the information provided by the respective provider is authoritative.

§ 12 Availability, maintenance and further development

The Provider aims to make the Platform available 99.5 % of the time on an annual average. Maintenance work is carried out at low-traffic times where possible.

There is no entitlement to uninterrupted, error-free availability. Temporary disruptions (force majeure, failures of third-party services such as hosting, payment or calendar providers) do not give rise to claims unless caused by intent or gross negligence.

Beta, preview and AI features may be under development and provided without a service level.

The Provider will notify Users of material changes with reasonable notice (usually 30 days) in text form.

§ 13 Rights of use and intellectual property

All rights to the Platform, its software, design and the "Wendory" brand belong to the Provider. The User receives a simple, non-transferable right of use for the term of the contract.

The User grants the Provider the simple rights required for operation to store content (tenders, profile data, attachments, applications), to anonymise it technically and to make it available to the respective authorised Users. The User's rights to its own content remain unaffected.

Scraping, reverse engineering, circumventing technical protection measures and using the Platform to develop competing offerings are prohibited.

The Provider may use improvement suggestions freely and without remuneration. If use of the Platform is impaired by technical measures (e.g. automated data extraction), the Provider may take appropriate action to prevent this.

§ 14 Data protection and processing on behalf

Personal data is processed in accordance with the Privacy Policy (/datenschutz), the General Data Protection Regulation (GDPR) and the BDSG.

Where Users use the Platform to process personal data of their own customers, the Provider processes such data on their behalf. The data processing agreement (DPA) is concluded as an annex to these Terms and applies upon conclusion of the contract.

The Provider uses processors (sub-processors); the list is published in the Privacy Policy. Changes are communicated to Users with reasonable notice.

Users are obliged to safeguard the rights of data subjects and not to upload unlawful content.

§ 15 Liability

The Provider is liable without limitation for intent and gross negligence, for fraudulently concealed defects, for injury to life, body or health and under the German Product Liability Act.

For slightly negligent breach of material obligations (obligations whose fulfilment is essential for the proper performance of the contract and on whose observance the User may regularly rely), liability is limited to the typical, foreseeable damage.

Liability is limited in amount to the fees paid by the User in the twelve months preceding the damaging event; for free use to €[500].

The Provider is not liable for the quality, accuracy or performance of agreements concluded between Clients and call centers, for information in tenders and profiles, for the outcome of tenders or for business success.

For data loss, liability is limited to the typical recovery effort, provided that data protection-compliant backups were possible.

To the extent legally permissible, claims based on simple negligence expire one year after the claimant becomes aware of the damage.

§ 16 Indemnity

The User shall indemnify the Provider against all third-party claims arising from the User's conduct, content or breach of these Terms, including the costs of reasonable legal defence.

This indemnity covers in particular claims for unlawful direct marketing (UWG), infringement of intellectual property rights in uploaded content, data protection violations and inaccurate information in tenders, profiles or applications.

§ 17 Suspension and termination for good cause

The Provider may temporarily suspend access where there is reasonable suspicion of a breach of these Terms, of law or of third-party rights. The User is informed and given the opportunity to respond.

In the event of serious or repeated breaches – in particular circumventing the Platform, payment default or abusive use – the Provider may terminate the contract without notice.

The User remains obliged to pay amounts due until termination. There is no claim to reimbursement of amounts already paid unless the Provider has failed to provide the service.

§ 18 Changes to these Terms and to prices

The Provider may amend these Terms with effect for the future where objective reasons exist (e.g. changes in law, new features, changed case law).

Changes are communicated to the User in text form at least 30 days before they take effect. If the User does not object before they take effect, the changes are deemed accepted. The notice expressly points out the right to object and the consequences.

Prices for ongoing subscriptions may be adjusted at the earliest with effect from the end of the respective billing period; the User may terminate until the change takes effect.

The current version is available at /agb with a version note.

§ 19 Confidentiality and references

Both parties shall treat confidential information of the other party (in particular prices, project content, contact data, chat histories) as confidential and use it only for performing the contract. Information that is publicly known or must be disclosed by law is excluded.

The Provider may name the User as a reference (company name and logo) unless the User objects.

§ 20 Final provisions

The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods. Mandatory consumer protection provisions remain unaffected should the Platform exceptionally be used by consumers.

The place of performance and exclusive place of jurisdiction for all disputes arising from the contractual relationship is [Provider's registered office], provided the User is a merchant, a legal entity under public law or a special fund under public law.

The Platform is aimed at entrepreneurs; there is no right of withdrawal. There is no obligation to participate in dispute resolution proceedings before a consumer arbitration board.

Amendments and supplements require text form; this also applies to amendments to this clause. There are no oral side agreements.

Should any provision of these Terms be invalid or unenforceable, the validity of the remaining provisions remains unaffected. The statutory provision takes the place of the invalid provision.

The German version is authoritative. The English version is provided for convenience; in case of discrepancies the German version prevails, except for mandatory consumer protection provisions.

Version: see note at the top of these Terms.