Terms of Service

1. Scope and contracting party

1.1 These Terms of Service (“Terms”) apply to all agreements between Sumosmash UG (haftungsbeschränkt) (“Provider”) and its customers (“Customer”) concerning the use of the software-as-a-service product offered under the name Halvday (“Service”).

1.2 These Terms apply exclusively. Any conflicting, deviating, or additional terms of the Customer apply only where the Provider has expressly accepted them in text form. This also applies where the Provider performs services while aware of the Customer's terms.

1.3 The Service is offered exclusively to entrepreneurs and businesses acting for commercial or independent professional purposes, legal entities under public law, and special funds under public law. The Service is not intended for consumers.

1.4 Individually agreed terms take precedence over these Terms. In case of conflict, the following order applies:

• individual agreements and expressly confirmed offers;
• the plan and service description shown when the agreement is concluded;
• any applicable data processing agreement (“DPA”) for data-processing matters; and
• these Terms.

1.5 Definitions:

• “Plan” means the monthly scope of service selected by the Customer, including usage limits displayed at checkout or within the product.
• “Billing Period” means each monthly period paid in advance.
• “User” means an individual whom the Customer authorises to use its account.
• “Customer Data” means data, content, lead lists, CRM data, files, prompts, and other information submitted, uploaded, connected, or transmitted by the Customer or its Users.
• “External Data” means information obtained from public sources, data providers, connected services, or other sources outside the Provider's direct control.
• “Output Data” means research results, summaries, scores, signals, assessments, recommendations, company and business-contact data, and other outputs provided or generated by the Service.

2. Formation of the agreement and business status

2.1 The presentation of the Service, Plans, and prices does not constitute a legally binding offer by the Provider.

2.2 The Customer makes a binding offer by selecting a Plan, accepting these Terms, and completing payment through the provided Stripe checkout. The Provider accepts the offer by activating the account, confirming the order, or making the selected Plan available.

2.3 Halvday currently does not offer a free trial. The paid Billing Period starts when the selected Plan is activated unless a different start date is shown at checkout.

2.4 By completing checkout, the Customer confirms that:

• it enters into the agreement solely for commercial or independent professional purposes;
• the person completing checkout is authorised to bind the stated business; and
• all business and payment information supplied is complete and accurate.

2.5 The Provider may request reasonable evidence of the Customer's business status or authority. If information is inaccurate, the Provider may refuse activation, suspend the account, or terminate the agreement for cause.

3. Service and scope

3.1 Halvday is an AI-supported B2B sales-intelligence service. The Service may research companies, leads, business contacts, stakeholder structures, and buying signals; combine information from multiple sources; score and prioritise leads; monitor changes; and provide research and sales information.

3.2 The specific scope of the Service is determined by the Plan selected when the agreement is concluded and the service description displayed at that time. Usage limits, credits, quotas, supported integrations, and other Plan-specific features are described in the Plan or product.

3.3 The Provider may develop the Service, implement security measures, replace technical components, and modify features, provided that the principal contractual purpose of the selected Plan is maintained. The Provider will provide advance notice of a material adverse reduction in the agreed scope. The Customer may terminate the agreement when that reduction takes effect.

3.4 Features identified as beta, preview, early access, experimental, or similar may be incomplete, error-prone, or temporarily available. They may be modified or discontinued and form a binding part of the Plan only where expressly stated.

3.5 The Provider does not promise any particular number of suitable leads, any specific quality or completeness of External Data, or any particular sales, revenue, pipeline, or business outcome.

4. AI-supported Output Data and human review

4.1 Output Data may be created fully or partly automatically using AI models. It is intended to support research, prioritisation, and business decisions.

4.2 AI-generated Output Data and information derived from external sources may be incomplete, outdated, ambiguous, or incorrect. Scores, rankings, recommendations, and assessments are model- or rule-based evaluations and are not guaranteed statements of fact.

4.3 The Customer must reasonably review Output Data before material business use, particularly before contacting a person, sharing or publishing data, enriching a CRM, or making a decision that may materially affect an individual or business.

4.4 The Service does not replace a legal assessment. The Customer remains responsible for determining whether and how Output Data may be used for direct marketing, sales outreach, profiling, data enrichment, or any other processing.

5. Availability, maintenance, and support

5.1 The Provider operates the Service using reasonable commercial and technical care. No minimum availability or service level is promised unless expressly agreed on an individual basis.

5.2 The Service may be temporarily restricted or unavailable due to maintenance, security measures, error correction, force majeure, failures of internet, cloud, model, data, or other third-party providers, or circumstances outside the Provider's reasonable control.

5.3 Planned maintenance will be announced in advance where reasonably practicable. Security and emergency measures may be performed without advance notice.

5.4 The type, scope, and communication channels for support are determined by the selected Plan or the support options displayed in the product.

6. Accounts, Customer obligations, and acceptable use

6.1 The Customer is responsible for all activity conducted through its account and its Users' accounts. Credentials must be kept confidential and protected against unauthorised access. Security incidents or suspected unauthorised access must be reported to the Provider without undue delay.

6.2 The Customer may use the Service only for its own business purposes and within its Plan limits. User access may be made available only to authorised individuals.

6.3 The Customer must ensure that it is authorised to submit, connect, and process Customer Data and that its use of the Service, Customer Data, and Output Data complies with applicable law. This includes data-protection, competition, direct-marketing, copyright, database-rights, trade-secret, and contractual obligations.

6.4 The following uses are prohibited:

• unlawful, fraudulent, deceptive, harassing, or abusive use;
• unsolicited mass marketing, spam, or otherwise unlawful outreach;
• processing special categories of personal data under Article 9 GDPR unless expressly approved by the Provider;
• use for credit, insurance, employment, health, education, housing, government, or comparable decisions about individuals;
• solely automated decisions producing legal or similarly significant effects on individuals;
• circumventing usage limits, access controls, security measures, or rate limits;
• reverse engineering, decompiling, or attempting to determine source code, models, system instructions, or non-public technical components, except where mandatory law permits this;
• automated extraction outside interfaces provided by the Provider;
• renting, sublicensing, or sharing accounts;
• reselling the Service or Output Data as a standalone data product without the Provider's express consent; and
• using the Service or Output Data to build or train a competing service, model, or database.

6.5 Where there are reasonable indications of a material breach, security incident, or unlawful use, the Provider may temporarily suspend affected access. The Provider will take the Customer's legitimate interests into account and lift the suspension once the reason no longer applies.

7. External Data, data sources, and integrations

7.1 Halvday may process or display External Data from publicly available sources, commercial data sources, connected Customer accounts, APIs, and other third-party sources.

7.2 The Provider does not guarantee that External Data will be continuously available, complete, accurate, current, or suitable for a particular purpose. The Provider may correct, update, re-evaluate, or remove data.

7.3 If the Customer connects third-party accounts, CRM systems, or other integrations, it confirms that it is authorised to do so. Use of those third parties is also subject to their terms and privacy notices.

7.4 Changes, restrictions, or discontinuation of third-party services or data sources may affect individual features. The Provider is liable for this only in accordance with Section 14.

8. Customer Data, usage rights, and model training

8.1 As between the parties, rights in Customer Data remain with the Customer or the applicable rights holder. For the term of the agreement, the Customer grants the Provider the non-exclusive rights necessary to host, process, transmit, secure, and use Customer Data to provide the Service.

8.2 The Provider does not use Customer Data to train generally available, shared, or third-party AI models. Where available and contractually provided, the Provider configures its AI subprocessors so that Customer Data is not used for their model training.

8.3 The Provider may use aggregated or anonymised usage, performance, and error data for security, operation, troubleshooting, capacity planning, and product improvement, provided that neither the Customer nor individuals can be identified and no Customer trade secrets are disclosed.

8.4 The Provider and its licensors retain all rights in the Service and its components, including software, interfaces, trademarks, designs, models, prompts, system instructions, workflows, database structures, methods, documentation, and know-how.

8.5 To the extent transferable rights exist in Customer-specific Output Data, the Customer receives a non-exclusive, perpetual, worldwide right to use and modify it for its own lawful business purposes and to import it into its internal systems. Rights in External Data, sources, trademarks, and other third-party content remain unaffected.

8.6 The Customer may not sell, publish, or distribute Output Data in bulk as a standalone data product or reproduce or reconstruct substantial parts of Halvday's data holdings.

8.7 The Provider may use voluntary feedback without charge to improve the Service. This does not make Customer Data or Confidential Information public.

9. Data protection and allocation of roles

9.1 Where the Provider processes personal Customer Data solely on the Customer's behalf, the Provider acts as a processor. In that case, an electronically concluded DPA under Article 28 GDPR applies in addition to these Terms. The DPA prevails in matters of commissioned processing.

9.2 Where the Provider processes personal data for its own purposes, including account administration, contract performance, payment processing, security, abuse prevention, communication, and the creation and operation of its own sales-intelligence data holdings, it acts as an independent controller.

9.3 The Customer generally acts as an independent controller for its use of Customer Data and Output Data. In particular, the Customer is responsible for legal bases, transparency notices, objections, data-subject rights, deletion duties, and the lawfulness of sales and marketing activities.

9.4 Further information is contained in the Privacy Policy at halvday.com/privacy.

10. Fees and Stripe payments

10.1 The applicable fee and taxes are shown in the Plan and Stripe checkout when the agreement is concluded.

10.2 Fees are due monthly in advance. The Customer authorises the Stripe payment service used by the Provider to charge the selected payment method at initial checkout and at the beginning of each subsequent Billing Period.

10.3 Payments are processed exclusively through the payment methods offered in Stripe checkout unless otherwise agreed individually. Payment confirmations and legally required billing documents are provided electronically through Stripe or the Provider.

10.4 If a due payment cannot be collected, the Provider and Stripe may make further collection attempts. If payment remains outstanding following reasonable notice, the Provider may suspend access until full payment and may terminate the agreement for cause.

10.5 Statutory default interest and other statutory remedies apply to overdue payments.

10.6 Fees already paid are not refunded pro rata following ordinary cancellation. This does not apply where mandatory law, a valid chargeback, or early termination caused by the Provider gives rise to a refund.

10.7 A price change for an existing subscription requires the Customer's express consent. If the Customer does not consent, the agreement continues on the existing terms unless terminated under Section 11.

10.8 The Customer may set off claims only where they are undisputed, finally adjudicated, ready for decision, or arise from the same contractual relationship. Rights of retention may be exercised only for claims arising from the same contractual relationship.

11. Term and cancellation

11.1 The agreement is concluded for an indefinite term with monthly Billing Periods.

11.2 At the end of each Billing Period, the agreement automatically renews for one further month unless cancelled beforehand.

11.3 The Customer may cancel at any time without a notice period. Cancellation takes effect at the end of the Billing Period running when the cancellation is received. To avoid another charge, cancellation must be received before the next Billing Period starts.

11.4 Cancellation may be completed through a function available in the account or Stripe customer portal, or in text form by emailing hello@halvday.com.

11.5 The Provider may also cancel the agreement with effect at the end of the current Billing Period.

11.6 Either party's right to terminate for cause remains unaffected. The Provider has cause in particular where the Customer fails to make due payments despite notice, uses the Service in a materially unlawful way, circumvents security measures, or materially breaches Section 6.

11.7 Access to the Service ends when the agreement terminates. The Customer is responsible for exporting required Customer Data and Output Data before termination. The Provider may delete Customer Data within 30 days after termination unless statutory retention duties, an applicable DPA, or legitimate security and evidentiary interests require longer storage.

12. Confidentiality

12.1 Each party must protect the other party's Confidential Information and use it only to perform the agreement. Confidential Information includes Customer Data, trade secrets, non-public product and security information, credentials, technical information, internal documents, and non-public commercial terms.

12.2 This obligation does not apply to information that can be shown to have been lawfully known already, is or becomes public without breach, is lawfully obtained from a third party, is independently developed, or must be disclosed under mandatory law.

12.3 Confidential Information may be disclosed to employees, affiliates, subcontractors, and professional advisers who need it to perform the agreement and are appropriately bound to confidentiality.

12.4 Confidentiality obligations continue for three years after termination. For trade secrets, they continue for as long as the information qualifies as a trade secret.

13. Defects and remedies

13.1 The Provider warrants that the Service will be provided in accordance with the selected Plan and these Terms.

13.2 Deviations caused solely by inaccurate or outdated External Data, permitted product changes, an unsupported Customer environment, or the Customer's breach do not constitute a defect in the Service.

13.3 The Customer must notify the Provider of defects without undue delay in text form and provide information reasonably required for analysis.

13.4 The Provider's strict liability for defects existing when the agreement was concluded under section 536a(1), first alternative, of the German Civil Code is excluded.

13.5 The limitation period for defect claims is one year from the statutory commencement of the limitation period. This does not apply to claims based on intent or gross negligence, injury to life, body, or health, the German Product Liability Act, or an expressly assumed guarantee. Statutory periods apply to those claims.

14. Liability

14.1 The Provider has unlimited liability:

• for intent and gross negligence;
• for injury to life, body, or health;
• under the German Product Liability Act; and
• within the scope of an expressly assumed guarantee.

14.2 In cases of a slightly negligent breach of a material contractual obligation, the Provider is liable only for the typical damage reasonably foreseeable when the agreement was concluded. A material contractual obligation is one whose performance is essential to the proper performance of the agreement and on whose performance the Customer may regularly rely.

14.3 Liability for slight negligence is otherwise excluded.

14.4 For loss of data, liability under the preceding paragraphs is limited to the restoration costs that would have arisen if the Customer had made proper and regular backups, to the extent backups were within the Customer's responsibility.

14.5 Subject to the preceding paragraphs, the Provider is not liable for business decisions, outreach, or other measures based on unchecked or inaccurate Output Data, or for third-party interruptions, changes, or content not attributable to the Provider.

14.6 These limitations also apply for the benefit of the Provider's corporate bodies, legal representatives, employees, and agents.

15. No consumer withdrawal right

15.1 The Service is offered exclusively to businesses and other entities referred to in Section 1.3.

15.2 A statutory consumer withdrawal right does not apply to the intended Customer group. No contractual withdrawal right is granted.

16. Changes to these Terms

16.1 The Provider may make purely editorial changes, correct obvious errors, and make adjustments that do not adversely affect the Customer legally or economically after informing the Customer in advance.

16.2 Changes to prices, core services, liability, cancellation rights, or other material contractual obligations require the Customer's express consent. Silence or continued use alone does not constitute consent to such changes.

16.3 If the Customer rejects proposed material changes, the existing agreement remains unchanged unless either party terminates it under Section 11.

17. Final provisions

17.1 Statements relating to the agreement may be made in text form unless mandatory law requires stricter form.

17.2 The Provider may transfer rights and obligations under the agreement to an affiliate or legal successor. The Customer will be informed in advance and may terminate at the time of transfer if the transfer materially prejudices its legitimate interests.

17.3 The agreement is governed by the laws of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

17.4 Berlin is the exclusive place of jurisdiction for all disputes arising from or in connection with the agreement where the Customer is a merchant, legal entity under public law, special fund under public law, or another legally permissible case for a jurisdiction agreement applies.

17.5 The place of performance is Berlin.

17.6 If any provision is or becomes invalid, the remaining provisions remain effective. The invalid provision is replaced by the applicable statutory rule.

18. Language and contact

18.1 This English version governs agreements concluded through an English-language ordering or checkout process.

18.2 Contract notices, cancellations, and questions may be sent to hello@halvday.com.

Sumosmash UG (haftungsbeschränkt)
Seydelstr. 12
10117 Berlin, Germany