General Terms and Conditions

Section 1 – Scope
These General Terms and Conditions (hereinafter referred to as “GTC”) govern the entire contractual relationship between Prospyre LLC and its affiliated entities (hereinafter referred to as “Company”) and its commercial customers. They apply to all present and future contractual agreements, services, or transactions, even if not expressly referred to again in subsequent dealings. These GTC shall be deemed accepted upon signing or electronic confirmation of any offer or service.

Deviations, additions, or conflicting terms by the customer are only valid if expressly confirmed in writing by the Company. Oral agreements, side arrangements, or modifications are non-binding unless documented in writing.

Section 2 – Scope of Services
The Company provides digital services, consulting, marketing support, and software-based solutions. The scope may include, but is not limited to:

  • Design and management of paid advertising campaigns (e.g., Facebook, Google, LinkedIn)

  • Development of marketing funnels for lead generation and qualification

  • Technical implementation and customization of automation workflows

  • Access to training platforms and educational video content

  • Setup of CRM, email marketing, calendar tools, and analytics dashboards

  • Provision of the proprietary Prospyre® Software for independent or integrated use

  • Hosting of member areas, digital downloads, templates, and structured lead systems

  • Project consulting, strategic support, and growth acceleration

The services described in any agreement constitute the minimum agreed delivery. The Company is entitled, but not obligated, to provide supplementary services in the customer’s interest without additional compensation, unless the customer formally objects in writing.

Where packages or software access include bonus material (e.g., templates, assets, creatives), such items are provided as-is, without support, and may be restricted to usage within the Prospyre® system.

Section 3 – Conclusion of Contract
A contract is formed through explicit written agreement, including via digital contract, signed proposal, or written confirmation (including email). Registration for the Prospyre® software or any digital product shall also constitute contractual acceptance.

All agreements must define scope, duration, pricing, and deliverables. Unless otherwise specified in writing, public prices are non-binding. Only pricing confirmed within a valid quote or signed contract is enforceable.

Verbal assurances, informal promises, or sales statements on external channels do not constitute legal warranties or form the basis for claims unless confirmed in writing.

Section 4 – Fees and Payment Terms
All fees must be paid in accordance with the contract. Invoices are due upon issuance and payable within five (5) days unless otherwise agreed. Payments must be made via SEPA bank transfer or credit card. Access to software or service setup begins only upon receipt of payment.

Monthly recurring payments for subscriptions are charged to the designated card. If credit card payment fails, the entire annual amount becomes immediately due via bank transfer. Default after 7 days triggers the right to suspend all services and pursue legal collection of outstanding amounts.

The Company may increase subscription prices by up to 25% semiannually with prior notice. In such case, the customer has the right to extraordinary termination within 14 days.

Returned or rejected direct debits or credit card payments shall incur:

  • €40 late payment penalty per reminder

  • Statutory interest (9% above ECB base rate)

  • €50 administrative charge for manual handling

No access to services will be granted before payment is cleared. Refunds are explicitly excluded once services or software access begins.

(1) Chargebacks & Reversals
In case of a chargeback or unauthorized reversal, the Company reserves the right to:

  • Immediately suspend the account

  • Demand repayment of the full amount including fees

  • Recover transaction and dispute costs (min. €50)

  • Deny future access to any product or service

  • Pursue legal action for fraud or damages, including brand misuse

Reversals without justification shall nullify any remaining service claim and revoke customer license access. Prior payments will not be refunded under any circumstances.

(2) Payment Delays and Project Delivery
If onboarding, access, or data delivery by the customer is delayed for more than four (4) weeks from signing, the project shall be marked as expired. In such case, the Company is released from performance obligations. No refund or credit will be issued unless otherwise agreed in writing.

(3) Credits & One-Time Goodwill
In cases of error not caused by the Company, a one-time goodwill credit may be issued for future use. This does not constitute a right or precedent. Credits are non-refundable and non-transferable.

Section 5 – Intellectual Property and Usage Rights
All content, software, workflows, templates, ad designs, scripts, and systems remain the sole intellectual property of the Company unless explicitly transferred in writing.

Customers receive a temporary, non-exclusive, non-transferable, revocable license for usage within the agreed term. Upon cancellation, expiration, or payment default, access and rights terminate immediately.

Unauthorized duplication, resale, modification, or commercial use beyond the agreed scope shall be penalized with a minimum fee of €1,000 per infringement, plus further legal recourse and claim for damages.

Section 6 – Customer Obligations
The customer must provide all required access credentials (e.g., Facebook BM, website logins, email tools) within 72 hours of signing. Failure to do so delays delivery but does not defer payment.

The customer bears full responsibility for legal compliance of all web properties, ad accounts, email content, and data processing. The Company does not provide legal advice and assumes no liability for privacy policies, imprint pages, opt-ins, or cookie configurations.

Onboarding must be completed within 7 days. If the customer fails to attend onboarding meetings or delays feedback, the Company may continue the setup independently or suspend progress until the client resumes cooperation.

If project execution is delayed for over 30 days due to customer inactivity, the Company is entitled to mark the project as completed. In such case, all fees remain due and no refund or replacement claim is valid.

The customer is obligated to act professionally, refrain from misuse of the system, and respect all terms.

Section 7 – Performance Guarantees
Where specified in writing, the Company may guarantee certain deliverables (e.g., lead quantity). No guarantee applies to conversion rates, profitability, or outcome unless explicitly stated.

All guarantees are void if:

  • The customer is unresponsive for more than 7 days

  • Ad account access is revoked or interrupted

  • Onboarding is incomplete

  • Provided leads are not contacted within 72 hours

  • The customer modifies the funnel or ads without consent

  • The product/service offering is not clearly communicated or lacks fulfillment capacity

If the agreed guarantee fails and all conditions were met, the customer may receive a one-time credit or refund of the project fee. Subscription or software access fees remain non-refundable.

Section 8 – Refunds and Withdrawal Rights
Digital services, software access, and consulting are excluded from statutory withdrawal once use begins. This applies per § 356(5) BGB and similar international provisions.

Refunds are only available for digital products if:

  • Less than 20% was used

  • No download or integration occurred

  • Request is made within 7 days

  • No sign of abuse, fraud, or espionage exists

Chargebacks, late cancellations, or failure to attend onboarding are not grounds for refund. Only unused and unactivated licenses may be eligible for partial goodwill credit.

Section 9 – Liability and Disclaimers
The Company shall not be liable for damages unless caused by gross negligence or willful misconduct.

Liability is excluded for:

  • Third-party platform changes (e.g., Meta bans, policy changes)

  • Customer-side configuration errors

  • Missed deadlines due to missing logins or data

  • Financial losses, profit reduction, or consequential damages

  • Service interruptions caused by the customer

The customer is solely responsible for proper use of all systems. The Company does not warrant that software, ads, or automations are error-free or suitable for every use case.

Section 10 – Termination
Contracts renew automatically unless terminated 30 days before end of term. If not terminated, the same duration and conditions apply.

In case of payment default >7 days or severe violation of cooperation obligations, the Company may terminate immediately and demand full compensation.

If onboarding or cooperation is not fulfilled within 4 weeks, the Company may terminate with cause and retain all received fees.

Section 11 – Meetings, Recordings & Absences
Meetings may be recorded for internal purposes. Consent is deemed given unless objected to in writing 24 hours prior.

No-show fees of €220 apply for missed appointments not canceled 48 hours in advance. Exceptions apply only in case of verified emergencies or illness with proof.

Section 12 – References, Brand & Public Communication
The Company is entitled to list the customer as a reference, use logos, quotes, and anonymized results for marketing, permanently and globally. This right remains even after the contract ends unless explicitly revoked in writing before signing.

Customers may not use the Company’s name, trademarks, or materials for any competing or misleading purpose. Breach of this rule results in a €65,000 minimum contractual penalty, regardless of damages incurred.

Defamatory, misleading, or untrue public statements about the Company may result in legal action for damages and reputation loss.

Section 13 – Confidentiality & Employee Protection
All internal materials, strategies, processes, and communications are confidential. Sharing or disclosure without prior written approval is strictly prohibited.

The customer may not hire, solicit, or approach any employee or contractor of the Company for competing purposes during and up to 12 months after the contract term. Any breach of this clause results in a fixed contractual penalty of €30,000 per occurrence.

Section 14 – Data Protection & GDPR Compliance
Use of the Prospyre® software constitutes a data processing agreement under Article 28 GDPR. The Company acts as processor, the customer as controller.

All technical safeguards (SSL, encryption, hosting) are provided. The customer remains responsible for obtaining consent and ensuring lawful data processing.

Subprocessors, including those outside the EU, operate under SCCs and GDPR-compliant frameworks. A full list is available upon request.

The Company is not liable for misconfigured or unlawful use of customer-owned systems.

Section 15 – Partner & Affiliate Program
The Growth Partner Program is governed by a separate agreement. Key provisions:

  • Commissions are payable only upon receipt of customer payment

  • Only one credit per customer applies

  • Chargebacks, refunds, or early cancellations void commission entitlement retroactively

  • Fraud or circumvention attempts result in removal from the program and repayment obligation

Section 16 – Final Provisions
These GTC are governed by the laws of the State of Wyoming, United States. The exclusive place of jurisdiction is Sheridan, Wyoming (1309 Coffeen Avenue, 82801 Sheridan, USA). The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

If any provision of these terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Any invalid term shall be replaced by a valid provision that most closely reflects the original legal and economic intent.

Any modification or waiver of these terms must be made in writing. Email is not sufficient unless expressly acknowledged by the Company in writing.