Terms & Conditions

Effective: 17 August 2026

These Terms & Conditions, including the terms of use for the Xirql platform (the “Terms”), apply to all contracts between DataSquads UG (haftungsbeschränkt), Friedrichsgaber Weg 92c, 22848 Norderstedt, Germany, registered with the Local Court of Kiel under HRB 21891 KI and represented by its Managing Director Sebastian Kielmann (“Xirql”, “we” or “us”), and its customers concerning the use of the cloud-based software-as-a-service platform Xirql.

1. Scope and contracting parties

1. Xirql is offered exclusively to entrepreneurs within the meaning of section 14 of the German Civil Code (BGB) for commercial or independent professional purposes. Contracts with consumers within the meaning of section 13 BGB are excluded.
2. Customer terms apply only if Xirql expressly agrees to their inclusion in text form.
3. Individual agreements, in particular an order form, offer or framework agreement, take precedence in the event of conflict. For personal data processed on the Customer’s behalf, the Data Processing Agreement (“DPA”) takes precedence over the data-protection provisions of these Terms.

2. Service description

1. Xirql provides a cloud-based platform for AI-assisted research, prioritisation, orchestration and automation of B2B outbound sales activities. The specific scope depends on the subscribed plan and agreed service description.
2. Features may include Ideal Customer Profile reports, account and lead research, lead suggestions and scoring, prioritisation, multi-channel contact through Customer-connected accounts, message personalisation, follow-ups, reminders, assistant and chat functions, reporting and anonymised benchmarks.
3. AI-generated scores, recommendations, forecasts and text suggestions are automated decision aids. They may be incomplete or incorrect and do not replace the Customer’s review and business decision. Xirql does not promise a particular commercial result, including a number of contacts, replies, meetings, transactions or revenue.
4. Xirql may develop the platform and adapt features to technical, security or legal requirements, provided the agreed core functionality is not materially restricted. Xirql will give reasonable notice of material restrictions.

3. Contract formation, registration and trial

1. The contract is formed when a Customer registers an account and accepts these Terms, or accepts an individual offer or order form. Where Xirql processes personal data on the Customer’s behalf, the DPA is incorporated electronically into the contractual relationship.
2. The Customer must provide complete and accurate registration information, keep it current and protect credentials against unauthorised access.
3. Where a trial is displayed during registration or checkout, its duration and conversion conditions are those shown to the Customer before conclusion of the contract. Continued use after the trial requires a paid plan or expressly granted free access.
4. Users must be at least 18 years old and act for a business or as part of an independent professional activity. A person accepting these Terms for an organisation confirms that they are authorised to bind it.

4. Prices and payment

1. The agreed prices or the prices displayed for the selected plan at contract formation apply, plus statutory VAT where applicable. Applicable tax rules govern cross-border B2B services.
2. Billing occurs according to the selected plan, in particular per account or agreed usage allowance, monthly or annually in advance. Details are shown in the current service and price description or order form.
3. Usage above an allowance is charged only where transparently specified in the selected plan or order form.
4. Payments may be handled through an external payment provider. Invoices are provided electronically.
5. In case of payment default, Xirql may temporarily suspend access after a reminder and reasonable cure period where proportionate. Statutory rights remain unaffected.
6. Xirql may adjust prices for future billing periods for an objective reason, including material changes in costs, functionality or market conditions. Xirql will announce an adjustment in text form at least six weeks before it takes effect. It will not affect fully prepaid periods. The Customer may terminate the contract by the effective date of the adjustment; the notice will explain that right.

5. Term and termination

1. Monthly contracts may be terminated by either party with one month’s notice to the end of the billing period unless an order form states otherwise.
2. Annual contracts have a minimum term of twelve months and renew for successive twelve-month periods unless terminated with three months’ notice to the end of the term, unless an order form states otherwise.
3. Either party may terminate for good cause. Repeated or serious violations of section 6 may constitute good cause; a warning may be unnecessary for particularly serious violations.
4. Termination may be declared in text form or through a termination function provided by Xirql.
5. Ordinary termination does not result in a pro-rata refund for fully prepaid periods unless otherwise agreed. Claims following justified extraordinary termination for a reason attributable to Xirql remain unaffected.

6. Customer obligations and permitted use

1. The Customer decides the purposes, target groups, content, campaign parameters and use of personal data it supplies or researches. The Customer is responsible for an adequate legal basis and compliance with applicable privacy, competition, direct-marketing and other laws. Xirql remains responsible for its own legal obligations.
2. The Customer may connect or use only accounts, data and communication channels it is authorised to use and must not disclose credentials to unauthorised third parties.
3. The Customer must not use Xirql for unlawful advertising or mass spam, fraudulent or misleading purposes, discriminatory or abusive content, unlawful processing of personal data, or infringement of third-party rights.
4. Special categories of personal data under Article 9 GDPR must not be entered unless expressly agreed with Xirql and legally permitted.
5. Xirql may reject or suspend an unlawful or manifestly non-compliant instruction pending clarification. For serious violations, Xirql may temporarily suspend affected functions or accounts and may terminate for good cause.

7. Third-party platforms and connected accounts

1. Xirql may enable or automate interactions through third-party platforms and services, including professional networks, email providers and other connected accounts. Their own terms and technical restrictions also apply.
2. The Customer is responsible for compliance with the terms applicable to its accounts. Third-party platforms may restrict or prohibit automated use, potentially resulting in rate limits, functional restrictions, reviews or account suspension.
3. Xirql may implement technical safeguards and usage limits to reduce known risks but cannot guarantee permanent compatibility with changing third-party rules, interfaces or detection mechanisms.
4. Liability for third-party measures is governed by section 9. Statutory and contractual claims remain available where a measure results from a breach attributable to Xirql.

8. Availability and maintenance

1. Xirql targets 99% platform availability averaged over a year unless a different service level is agreed. Planned maintenance and events outside Xirql’s reasonable control, including failures of third-party platforms or infrastructure services, are excluded.
2. Where possible, planned maintenance will be announced with reasonable notice and performed to minimise disruption.

9. Liability

1. Xirql is liable without limitation for intent and gross negligence, injury to life, body or health, and mandatory statutory liability.
2. For a slightly negligent breach of an essential contractual obligation, liability is limited to foreseeable damage typical for the contract. To the extent legally permitted, total liability is capped at the fees paid by the Customer to Xirql in the twelve months preceding the event giving rise to the claim.
3. Liability for other slight negligence is excluded to the extent legally permitted.
4. For indirect damage and lost profit caused by slight negligence, Xirql is liable only where the damage was typically foreseeable at contract formation and results from breach of an essential contractual obligation.
5. Xirql is not liable solely because a third-party platform restricts or suspends an account while the Customer uses automation as agreed. Liability remains where damage results from a breach attributable to Xirql or mandatory law applies.
6. Mandatory data-protection claims, including Article 82 GDPR, remain unaffected to the extent required by law.

10. Software, Customer Data and analytics

1. All rights in Xirql software, structure, user interface, brand, documentation and Xirql-developed algorithms remain with Xirql or the respective rights holder.
2. For the contract term, the Customer receives a simple, non-exclusive and non-transferable right to use the platform within the agreed scope for its own business purposes.
3. The Customer retains its rights in submitted content and data and grants Xirql only the rights necessary to provide the agreed services and follow documented instructions.
4. Personal campaign, CRM, profile and communication data is not used for other customers or to train general cross-customer AI models.
5. Xirql may use anonymised or sufficiently aggregated usage and outcome data for statistics, product improvement and benchmarks where natural persons cannot reasonably be identified and personal Customer Data cannot be reconstructed.

11. Confidentiality

1. Each party will keep the other party’s non-public technical, commercial and organisational information confidential and use it only to perform the contract.
2. This duty continues after termination: for general confidential information for at least two years, and for trade secrets for as long as the information remains legally protected as a trade secret.
3. Mandatory disclosure duties remain unaffected. Where legally permitted, the other party will be informed before compelled disclosure.

12. Data protection

1. Where Xirql processes personal data for the Customer, the electronically incorporated DPA under Article 28 GDPR applies and prevails over these Terms for commissioned processing.
2. For processing where Xirql is controller, the current Privacy Policy applies.

13. Changes to these Terms

1. Xirql may amend these Terms prospectively where required by changes in law, security requirements, technical conditions or clarification, provided the Customer is not unreasonably disadvantaged.
2. Material changes affecting the contractual balance to the Customer’s detriment will be notified at least six weeks in advance. Unless mandated by law or unavoidable technical requirements, such changes apply to an ongoing contract only with the Customer’s consent or to a renewal period beginning after the existing term, following a reasonable termination right.

14. Final provisions

1. German law applies, excluding the UN Convention on Contracts for the International Sale of Goods.
2. To the extent legally permitted, the exclusive place of jurisdiction is Xirql’s registered office.
3. If a provision is or becomes invalid, the remaining provisions remain effective and the statutory rule replaces the invalid provision.
4. The Customer may offset only undisputed or finally adjudicated claims. Rights of retention may be exercised only for claims arising from the same contractual relationship, to the extent legally permitted.

Contact

Contractual questions may also be submitted through the Support function in the Xirql application.