General Terms and Conditions

Section 1 – Scope
These General Terms and Conditions (hereinafter referred to as "GTC") govern the contractual relationship between Prospyre Holding Ltd. and its affiliated companies (hereinafter referred to as "Company") and their customers throughout Europe. They apply to all contracts concluded between the Company and customers unless otherwise agreed in writing. These GTC also apply to future business relationships, even if not explicitly agreed upon again.

Section 2 – Scope of Services
The Company offers consulting and software solutions, as detailed in individual agreements with the customer. Services include, but are not limited to:

  • Design and management of social media and Google campaigns

  • Creation of funnels for lead generation and qualification

  • Setup of personalized marketing and automation systems

  • Management of performance marketing campaigns in online marketing

  • Provision of access to training platforms and membership areas

  • Provision of software solutions to support agreed services

  • Provision of software solutions for independent use

  • Provision of digital products and training offers

The services listed in the contract represent the minimum agreed scope. The Company is entitled to render additional services if this is in the customer’s interest and the customer does not object in writing. Digital products may be limited in use to Prospyre® software.

Section 3 – Conclusion of Contract
A contract is concluded through written agreement, either via a contract or written confirmation (e.g., email). This includes registration for software-based subscriptions. All content, scope, fees, and terms are outlined in the agreement. Prices not stated in an individual agreement are non-binding and may be adjusted. Only the prices stated in the contract or written offer are binding.

Section 4 – Fees and Payment Terms
Fees for services and software are defined in the individual agreement. Invoices are due within five days. One-time payments must be made via bank transfer.

The Company reserves the right to adjust subscription fees up to 25% every six months. In such cases, the customer has a right to extraordinary termination within 14 days after notification.

Returned Direct Debits: If a debit fails, the customer must pay the outstanding balance within five working days and bear the related bank fees.

In the event of default, a single reminder triggers the consequences of default. After seven days of non-payment, the Company may:

  • Charge default interest of 9 percentage points above the base interest rate

  • Suspend delivery of services

  • Charge a flat €40 fee per reminder

Monthly subscriptions must be paid by credit card. If unavailable, the full 12-month amount must be paid upfront via bank transfer within five days. Access is only granted once payment is received.

Early termination of the subscription does not exempt the customer from full payment for the contractual minimum term.

(1) Suspension and Termination Due to Payment Default:
If payment is more than seven days overdue, the Company may suspend all services and software access. Following a second reminder, the contract may be terminated, and the full remaining contract value demanded as compensation.

The Company may also demand immediate payment of all open and future claims, including remaining services.

Resumption of Services: After payment, services may resume. The Company reserves the right to charge a reactivation fee.

(2) Compliance Fee – Provision & Disclaimer
The compliance fee covers technical and organizational measures to allow lawful use of the software platform, including:

  • Infrastructure for GDPR-compliant processing (e.g., hosting, SSL, updates)

  • Licenses, system certifications, and security measures

  • Audit-proof storage and structured data processing

  • Maintenance, monitoring, and technical servicing

Disclaimer: Prospyre Holding Ltd. provides a technical platform. The customer is solely responsible for lawful usage and compliance (e.g., GDPR, TMG, GoBD, UStG). No legal advice or liability is assumed.

(3) Cybersecurity Disclaimer:
While modern safeguards are in place, absolute protection from cyberattacks or unauthorized access cannot be guaranteed. The Company is not liable for damages, losses, or disruptions resulting from hacking or external incidents, even if due to negligence. Customers are solely responsible for safeguarding their IT infrastructure.

Section 5 – Intellectual Property and Usage Rights
(1) All rights to developed content, graphics, software, and materials remain with the Company. Ownership is not transferred unless agreed in writing.

(2) Customers receive a non-exclusive, non-transferable license to use the software and materials during the contract period. The license expires automatically upon default or termination.

(3) If the customer defaults for more than seven days, usage rights are automatically revoked. Access may be blocked without prior notice.

(4) Any use beyond the contract duration or following termination constitutes infringement. A penalty of €1,000 per breach is due, in addition to legal recourse.

Section 6 – Customer Obligations
(1) The customer must provide all necessary data and materials. Delays caused by the customer do not affect payment obligations.

(2) The customer is responsible for legally compliant content (e.g., privacy policy, imprint) on their websites. Prospyre does not verify or draft legal texts. Legal counsel is advised.

(3) The customer is fully responsible for the operation and integrity of their advertising accounts. Any restrictions, suspensions, or blocked access that prevent Prospyre from acting constitute a breach of contract.

(4) Onboarding must be completed within seven days after signing. If not completed on time without justification, the service claim expires. Valid reasons must be submitted in writing. The kickoff meeting confirms onboarding is complete, including social media setup. Failure to comply may lead to extended timelines and additional costs.

(5) Payment remains due regardless of onboarding completion. Prospyre allocates resources upon signing. Refunds are only issued if the Company is solely responsible for failure to deliver.

(6) Extensions due to force majeure must be requested in writing and require written confirmation from Prospyre.

Section 7 – Guarantees and Success Projections
(1) The Company guarantees a defined number of applicants or new customers as specified in the agreement. This guarantee refers solely to quantity, not quality.

Guarantees are void if:

  • The customer refuses to contact leads

  • Leads decline, are unreachable, or do not meet expectations

  • Test leads are added without approval

  • Cooperation is delayed over seven days

  • Onboarding is incomplete

  • Ad accounts are suspended or Prospyre is removed

If the guarantee is not met and all other terms are fulfilled, the one-time project fee is refunded. Monthly fees remain payable, as they cover software access and training.

(2) Money-Back Guarantee:
Applicable only to digital products if:

  • Less than 20% of the product was used or downloaded

  • No refund is possible for subscriptions or ecosystem purchases

  • More than 10% usage voids eligibility

  • Refunds are excluded in cases of suspected industrial espionage

Requests must be submitted within seven days of purchase with a clear reason. Incomplete or unjustified requests will be denied. Reviews may take up to 14 business days. No statutory right of withdrawal applies after product use begins per § 356(5) BGB.

Section 8 – Liability
(1) Unlimited liability applies for damages caused by gross negligence or willful misconduct, and for personal injury.

(2) For minor negligence, liability is limited to breaches of essential obligations. Compensation is capped at the value of the contract.

(3) No liability exists for indirect or consequential damages, profit loss, or customer-induced delays.

(4) No liability is assumed for data loss unless caused by gross negligence or intent. The customer is responsible for regular backups.

(5) No liability exists for events of force majeure.

(6) The Company is not liable for changes or limitations imposed by third-party platforms such as Meta.

(7) The Company is not liable for improper use of its services or software.

Section 9 – Term and Termination
The contract period is defined individually. If onboarding is not completed within seven days, all guarantees expire.

The contract may be terminated with 30 days’ notice. If not canceled, it renews automatically for the same term.

If payment is overdue by more than seven days, all services may be suspended. A second missed payment allows termination and immediate collection of all remaining claims.

Section 10 – Meeting Recordings & No-Show Fees
(1) Meetings may be recorded for internal purposes. Participation implies consent. Objections must be submitted in writing 24 hours in advance. Recordings are deleted after 12 months unless required longer.

(2) Appointments must be canceled at least 48 hours in advance. Otherwise, a €220 no-show fee applies unless excused by serious reason (e.g., illness with proof).

Section 11 – References & Communication
(1) The Company may name the customer as a reference and use their branding for marketing—even after the contract ends.

(2) Both parties agree to professional, respectful conduct. Public statements must be accurate and appropriate.

(3) Unlawful or defamatory remarks may result in legal action.

(4) Contract breaches may result in a minimum €65,000 penalty. Higher claims remain reserved.

Section 12 – Data Processing (Art. 28 GDPR)
Use of the Prospyre platform constitutes a data processing agreement under Article 28 GDPR. The Company acts solely under instruction and implements Art. 32 safeguards.

Subprocessors may be used, including in the U.S., under SCCs or approved frameworks (e.g., EU–U.S. Data Privacy Framework). A list is available upon request.

The customer remains responsible for the lawful collection and processing of data.

The Company shall:

  • Process data solely per instruction

  • Ensure technical and organizational security

  • Bind employees to confidentiality

  • Inform about and bind subprocessors

  • Support inquiries from data subjects or authorities

  • Delete or return data post-contract

  • Allow compliant audits without breaching trade secrets

Section 13 – Governing Law & Jurisdiction
The law of the Republic of Cyprus applies, excluding CISG.

The Company may sue either at the customer’s or its own seat. The customer may sue only in Cyprus, unless consumer law mandates otherwise.

Section 14 – Data Processing Responsibility
To operate the platform, the Company uses select service providers, including in the U.S. All transfers comply with GDPR via SCCs and relevant certifications.

The customer is solely responsible for the lawful collection, processing, and use of all personal data they input or store. Prospyre only provides a secure infrastructure and acts exclusively under instruction.

Section 15 – Affiliate & Partner Program (Growth Partner)
Prospyre® enables independent sales partners to earn performance-based commissions for referred software revenue. Payouts depend solely on successful transactions and follow a tiered model.

Commissions are only payable after actual receipt of customer payments and apply for a maximum of 12 months per client.

If the client cancels, revokes, or triggers a chargeback during this time, the commission claim expires retroactively. Any paid commissions must be refunded. Further terms are outlined in the separate Growth Partner Agreement.