1. scope of application and subject of the contract
1.1 Usercentrics GmbH (Usercentrics GmbH, Sendlinger Straße 7, 80331 Munich, Germany), hereinafter referred to as “Usercentrics”, provides all deliveries and services exclusively on the basis of these Terms and Conditions, hereinafter referred to as “GTC”. These General Terms and Conditions shall apply to all Customers of Usercentrics, i.e. to consumers pursuant to § 13 BGB (German Civil Code) and to entrepreneurs pursuant to § 14 BGB.
1.2 The subject matter of this Agreement is the use of the Usercentrics software with the scope and content described in the respective current offer.
1.3 In order to fulfil its contractual obligations, Usercentrics is entitled to use the services of third parties.
2. conclusion, term and termination of contract
2.2 The customer assures that the information provided by him about all contract-relevant circumstances, in particular the number of Unique Users and domains, within the scope of the contract offer or the conclusion of the contract is complete and correct. The Customer undertakes to inform Usercentrics without delay of any changes to the data; upon Usercentrics’ request, the Customer shall confirm the data. In the event of a culpable breach, Usercentrics is entitled to suspend the Services after prior notice.
2.3 The consumer has the right to revoke his declarations of intent to conclude the contract. The revocation period is two weeks and does not begin before receipt of this instruction and fulfilment of the information duties according to § 312 c para. 2 BGB; in the case of delivery of goods, the period does not begin before the day of receipt of the goods by the recipient, in the case of recurring delivery of similar goods, not before the day of receipt of the first partial delivery. The timely dispatch of the notice of revocation shall be sufficient to meet the deadline. The declaration shall not require any justification and shall be made in text form to Usercentrics GmbH, Sendlinger Straße 7, 80331 Munich, Germany. A fax or letter stating the customer number and a personal signature shall be sufficient for the text form.
2.4 The standard contract term is twelve months, unless otherwise agreed in individual contracts.
2.5 The contract is automatically extended by the standard contract period if not terminated by one of the contracting parties with a notice period of three months to the respective end of the contract. The termination does not require any justification and must be declared to Usercentrics in writing.
2.6 The right to extraordinary termination remains unaffected. In particular, Usercentrics has the right to terminate the contract for cause if
- the customer has made or is making false statements during registration / ordering or during the contract period,
- insolvency proceedings have been opened against the customer’s assets or the opening of such proceedings has been rejected for lack of assets,
2.7 Prepaid fees will only be refunded in the event of an extraordinary termination for which Usercentrics is responsible.
2.8 From the time of termination of the contract due to expiry of the contract period, Usercentrics shall be entitled to irrevocably delete all data stored during the contract period. The Customer shall be responsible for storing its data on its local system in good time.
2.9 Upon termination of the Contract, the Customer shall be obligated to delete all copies of the Usercentrics Code Snippet (Code Snippet provided by Usercentrics, which is integrated into the Customer Presence and effects the data transfer to the Usercentrics Servers) in its possession. If the Usercentrics Code Snippet, or parts thereof, are not removed from the Customer Website (this is especially the case if data is still being transferred from the Customer Website to the Usercentrics servers), Usercentrics is entitled to demand the fee agreed upon with the Customer for the duration of and until the time the Usercentrics Code Snippet is removed from the Customer Website.
3. Prices and Terms of Payment
3.1 The prices for the services used by the customer result from the respective offers and from the price lists valid at the time of the conclusion of the contract. Information provided on the Internet on the pages of Usercentrics (www.usercentrics.com), in brochures and other documents shall only serve as a description and shall not constitute a guarantee, in particular not a warranty of quality. Guarantees require an explicit confirmation by the supplier.
The prices are monthly net prices in Euro (EUR €) and do not include the statutory value added tax at the current statutory rate. The amount of the monthly fee for the use of the software depends on the price class for the selected package (Basic, Standard, Premium, Enterprise), which in turn depends on the number of unique visitors per month and the number of domains. Any individual special conditions, discounts, etc. shall only be valid after written confirmation by Usercentrics GmbH. Usercentrics expressly reserves the right to grant individual special conditions.
Usercentrics is entitled to electronic invoicing. The prices to be paid for the use of the services shall be invoiced according to the payment method selected by the Customer.
3.2 If no other basis of calculation, e.g. a lump sum, is agreed upon in the contract, the basis of calculation is the sum of the number of unique users per month on the customer’s websites, as shown in Google Analytics, or comparable tools with the same functionality. The basis of calculation shall be the requirement and type of survey by Google Analytics. The Customer is obliged to provide Usercentrics with the monthly access figures no later than seven working days after the end of the respective billing period. Should this not be done, Usercentrics shall be entitled to use the visitor numbers stated in the contract (if specified), alternatively the data of independent third party sites, e.g. Similarweb (cf. www.similarweb.com), AGOF or IVW as the basis for invoicing. In this case, the customer can deliver the data up to 14 days after invoicing and thus correct the calculation from the third party sites by the actual accesses. Billing is done monthly. Individual contractual provisions take precedence over these. In the case of special agreements, in particular fixed user numbers, this section does not apply.
3.3 A monthly prepayment is defined, so that the invoice is sent to the customer 7 days before the next beginning of the month. The service fees are due upon receipt of the invoice. The invoice amount must be credited to Usercentrics’ account within 30 days of the invoice date. If the service fees depend on the number of users, a comparison of the unique numbers shall be made every three months.
3.4 Usercentrics is entitled to adjust the prices for the contractual services to compensate for increases in personnel and other costs by a reasonable amount, but not more than 5%, each year. Usercentrics shall notify the Customer in writing of such price adjustments and the date on which the price adjustment becomes effective. The price adjustments shall not apply to periods for which the Customer has already made payments. The amended price shall apply if the Customer does not object to the amended price within six weeks. The contractual relationship will then be continued at the changed conditions/prices. If the customer objects in due time, both parties have the right to terminate the contract with a notice period of one month to the end of the month. A change in the price resulting from a change in the scope of features or the number of Unique ID’s is not considered a price adjustment in the sense of this section 3.4.
3.5 In case of default, Usercentrics shall charge the statutory default interest. Usercentrics reserves the right to prove and assert higher default damages (e.g. legal fees) against entrepreneurs. In the event of default, Usercentrics shall be entitled, after prior reminder and two reminders, to suspend its services; the Customer shall remain obliged to pay the agreed fee even for the period of suspension.
3.6 The Customer may only set off Usercentrics’ claims against counterclaims that are uncontradicted or have been established as legally binding. The Customer may only exercise a right of retention if its counterclaim is based on the same contractual relationship. The assignment of the Customer’s claims against Usercentrics to third parties is excluded.
3.7 The non-utilization of the contractual services by the customer does not release him from his payment obligation.
3.8 If the fees are paid by direct debit, Usercentrics shall charge 20 Euro per return debit note if the Customer is responsible for the return debit note, unless the Customer proves that no damage at all or a substantially lower amount has been incurred.
3.9 A change within the packages offered by Usercentrics with a higher monthly fee is possible at any time. The desired change shall be notified informally and shall require Usercentrics’ confirmation to be effective. The change of tariff is binding and shall be deemed to be a new conclusion of a contract under the conditions applicable to the selected tariff. The change to another tariff shall start a new standard contract term for the use of the Usercentrics Software. Any unused usage fees of the old contract shall be offset against the fees of the new contract.
4. Availability and Response Time in the Event of Malfunctions / SLA
Services are not able to connect, receive or send data to and from the data and/or communicate with other services on the platform.
the https interface used to receive browser/device events does not respond or takes longer than 2 seconds to respond to a request from a browser/device;
Tracked events are not recorded in a persistent memory;
no connection to the Event Repository API for retrieving historical events.
the http interface used to receive browser/device synchronization requests does not respond or takes more than 2 seconds to respond to a request from a browser/device;
matching events are not recorded in the persistent storage;
Data is not exchanged with configured and active third party providers by browsers that do not reference third party interfaces with corresponding segments.
Usercentrics undertakes to guarantee 98% availability of the software at all times. A corresponding load test was carried out in advance.
4.2 Reaction time
Usercentrics has set up an automated monitoring of availability. Should the Customer notice an unavailability, the Customer should immediately inform Usercentrics by e-mail to email@example.com or any other alternative e-mail address provided by Usercentrics for this event.
Usercentrics has set up an automated availability monitoring system.
Usercentrics shall use its best efforts to remedy the unavailability and shall regularly inform the Customer about the status of the remedial actions and about a remedy plan after the support request has been received in accordance with the following table showing the severity of the service availability:
|Severity||Status of availability of the overall system||Response|
|1||Not available; The system is down or inaccessible or the system is not working properly;||2 hours*|
|2||Severely impaired operations||2 hours /|
|3||Reduced operations||3 hours|
|4||All other symptoms; Possible temporary unavailability, possibly caused by system congestion during peak load requests, investigation required.||8 hours|
Support requests for the notification of unavailability must explicitly include the unavailability level and condition as determined by the Customer. The priority levels for each individual service are as follows:
|System component||Service||Service Status||Consequence for severity|
|Core||Core communication||Available – communication between services is possible||2|
|Data Onboarding||Matching, Data exchange||Available – browsers/devices receive a response within 2 seconds||1|
|Available – Record event||2|
|Available – Mapping browser/device ID to the user’s received hash information||3|
|Available – direct browser/device to configured third-party data exchange with related segments||3|
|Tracking||Browser/Device Interface||Available – browsers/devices receive a response within 2 seconds||1|
|Event recording||Available – tracked events are saved||3|
|Event repository||Available – Answering requests||3|
|GUI||GUI management interfaces||Available – accessible and functional||4|
|GUI reporting interfaces||Available – accessible and functional||4|
Business hours are Monday to Friday, except on German holidays, from 08:00 to 18:00 in the Berlin time zone.
In order to ensure that Usercentrics support requests are handled in an appropriate manner, support requests where the underlying problem is not caused by Usercentrics but by the Customer or its infrastructure or related supporting services and applications shall be treated as extraordinary technical support and charged at a rate of EUR 250 per hour.
5. Access, Rights and Obligations of the Customer
5.1 The Customer shall receive authentication tokens that identify and authorize the Customer to access the APIs and other relevant components of the Usercentrics-Instance, such as data storage or user interfaces. It is Customer’s responsibility to ensure the secure storage of such authentication information and not to allow access to unauthorized third parties. The Customer shall provide Usercentrics with a list of the IP addresses authorised to access the APIs and shall keep Usercentrics informed of any changes relevant to the authorised IP addresses. The Customer shall be provided with access to the current documentation on the API endpoints, which shall be made available to the Customer for interaction with the Service. The documentation may be provided in various formats, in particular via an online website with authentication mechanisms provided by Usercentrics and/or third parties.
5.2 During the test period, the Customer is obliged to check the functionalities and general quality of the Software and to notify Usercentrics of any defects or other deviations from the quality requirements. The Customer may not invoke any defects or other deviations from the quality requirements which were already known or existent during the test period, but which were not notified to Usercentrics in due time.
5.2 The Customer is obliged to check the functionality and general quality of the software during the test period and to notify Usercentrics of any defects or other deviations from the quality requirements.
5.3 The customer is obliged to provide a qualified contact person and deputy who is entitled to take or immediately bring about all necessary decisions which are necessary to provide the contractually agreed service. The customer is obliged to inform us immediately of any changes to the contact person (including deputy).
5.4 The customer is solely responsible for the contents and data processed with the software. The Customer hereby undertakes to use Usercentrics’ software only in accordance with the contract and within the scope of the applicable statutory provisions and not to infringe any third party rights when using it. The Customer shall inform Usercentrics immediately, if possible in writing, of (i) the misuse or suspected misuse of the contractually agreed service; (ii) a risk or suspicion of a risk to the compliance with data protection or data security which arises in the course of providing the contractually agreed service; (iii) a risk or suspicion of a risk to the service provided by Usercentrics, e.g. due to loss of access data or hacker attack.
5.5 The customer is obliged to ensure the technical requirements himself.
5.6 The Customer is obliged to inform Usercentrics immediately in text form about any disruptions in performance (defects in services, lack of availability) and to provide comprehensible information about any disruptions in performance that occur. The Customer shall provide Usercentrics with reasonable support in identifying and rectifying any disruptions in performance. Usercentrics is entitled to temporarily point out possible ways of circumventing errors to the Customer and to eliminate the actual cause later by adapting the Usercentrics software, provided that this is reasonable for the Customer.
5.7 The Customer grants Usercentrics the right to refer to the Customer by name and also visually by means of the Customer’s logo as a reference for its own advertising purposes. Marketing measures must be carried out with prior agreement.
6. Granting of rights and industrial property rights
6.1 Usercentrics grants the Customer a non-exclusive, simple, non-transferable right to use the booked software and databases, which is limited in time to the term of the contract.
6.2 All copyrights and other intellectual or industrial property rights to Services developed or provided under this Agreement, in particular to software, including source codes, databases, hardware or other material, such as functions, developments, documentation and report templates, as well as to the preparatory material, shall remain the exclusive property of Usercentrics or its licensors. The Customer shall only be granted the simple non-transferable right of use and the authorisations which have been expressly granted in accordance with these General Terms and Conditions, other general terms and conditions or otherwise.
6.3 Usercentrics expressly reserves all publication, reproduction, editing and exploitation rights to the software and documentation supplied with the software.
6.4 The Customer is not permitted to modify or otherwise manipulate the Usercentrics Software. Furthermore, the Customer shall not be permitted to change or remove trademarks or distinctive signs or other distinguishing features with regard to the copyright, brand names or other intellectual property rights contained on the contractual items and in the software, including references to the confidential nature and secrecy of the software, or to change or copy the software or parts thereof.
6.5 The Customer is obliged to indemnify Usercentrics and its vicarious agents against all claims of third parties which are based on an illegal use of Usercentrics’ Services by the Customer or which are made with the Customer’s approval or which arise in particular from data protection, copyright or other legal disputes which are connected with the use of the Services. If the Customer recognises or must recognise that such a breach is imminent, the Customer shall be obliged to inform Usercentrics immediately.
7.1 In the case of a free service provision (Free Trial and “Free” package), Usercentrics is not obliged to remedy defects.
7.2 Insofar as the Customer can assert claims for defects against Usercentrics in the course of providing services against payment, the defects shall be remedied in the event of defects in the application, at Usercentrics’ option, by providing a change status of the application (e.g. in the form of an update or upgrade) or by error bypassing.
8. data protection and confidentiality
8.1 During the contractual relationship, Usercentrics shall collect, process and use the Customer’s personal data without further express consent only for the purposes of contract implementation, including billing. The collection, use and processing of data is carried out electronically. For processing personal data on behalf of a customer (“commissioned data processing”), a written agreement is required. Upon request, Usercentrics offers its customers a standard contract template as an additional agreement.
8.2 Each Party shall protect the other Party’s Confidential Information in accordance with applicable laws and regulations and against unauthorized use, access or disclosure in the same manner that each Party protects its own Confidential Information with reasonable care. In the event that either Party has reason to believe that an unauthorized loss, access or disclosure of the other Party’s Confidential Information has occurred, it shall notify the other Party immediately and provide all available information in connection with the incident and thereafter cooperate with the other Party’s reasonable requests for investigation and resolution of such incident and notification of potentially affected third parties.
8.2 Each Party shall protect the other Party’s Confidential Information in accordance with the law and against unauthorized use, access or disclosure in the same manner as each Party protects its own Confidential Information.
8.3 Usercentrics expressly points out to the Customer that data protection and data security for data transmissions in open networks such as the Internet cannot be guaranteed under the current state of the art. The Customer is aware that the Provider may, from a technical point of view, view the website stored on the web server and, under certain circumstances, other Customer data stored there at any time. Other participants on the Internet may also be technically able to intervene in the network security without authorisation and control the message traffic. The customer himself is fully responsible for the security and protection of the data transmitted by him to the Internet and stored on web servers. The customer is responsible for observing and complying with data protection regulations vis-à-vis his end customers.
8.4 The specific security measures provided to the Customer for access to the Service, including authentication and authorization mechanisms, shall be reviewed by the Customer. The use of the Service using such authentication and authorization mechanisms by the Customer implies his acceptance
9. Reservations for changes
9.1 Usercentrics may change, discontinue or reject APIs for the Services from time to time, but will use commercially reasonable efforts to continue to support the previous version of a changed, discontinued or outdated API for 12 months after the change, discontinuation or rejection (unless this (a) would create a security or intellectual property problem, (b) is economically or technically burdensome, or (c) is required to comply with any law or governmental order.
9.2 Usercentrics may amend or supplement these GTC at any time with a reasonable period of notice of at least four weeks. Such announcement shall be made by publication on the Usercentrics website (www.usercentrics.com) and by means of an informal notification of amendment. The Customer’s consent to the amendment of the GTC shall be deemed given if the Customer confirms receipt of the amendments informally and does not object to the amendment in writing (e.g. letter, e-mail) within a period of two weeks, beginning on the day following the announcement of the amendment, and Usercentrics has informed the Customer of its right to object and of the time limit in the notification of amendment. This reservation of the right to make changes shall not apply to such changes which relate to an obligation of Usercentrics or the Customer, the fulfilment of which is essential for the proper performance of the Contract and on the fulfilment of which the other party regularly relies or may rely (“essential contractual obligation”). If the Customer objects in due time, Usercentrics shall be entitled to terminate the contract at the time at which the amended or supplementary terms and conditions are to come into force.
10. Limitation of Liability
10.1 The total liability of both Parties for any action or claim arising from this Agreement, regardless of the type of action, shall be limited to the amount of the fees paid by the Customer to Usercentrics for the Services provided under this Agreement in the period of 6 months immediately prior to the event giving rise to the claim, but always with a maximum amount of € 10,000 (ten thousand Euros).
10.2 In the case of Customers with contracts for the free use of the software, Usercentrics shall only be liable for damages caused by intent or gross negligence.
10.3 Neither the Customer nor Usercentrics shall be liable to the Other Party for any loss of profit, lost revenues or opportunities, downtime or consequential damages or costs, direct or indirect, arising from claims or actions based on breach of warranty, breach of contract, negligence or any other legal act, even if one of the parties knew or should have known of the possibility of such possibility, including such claims raised by third parties against one of the parties.
10.4 Otherwise, Usercentrics shall only be liable for gross negligence or intent, unless it is a matter of the breach of a material contractual obligation (so-called cardinal obligation). In the event of a slightly negligent breach of a cardinal obligation, the liability shall be limited to such damages typical for this type of contract as were reasonably foreseeable at the time the contract was concluded. The liability for the slightly negligent breach of insignificant secondary obligations is excluded.
10.5 Insofar as the liability of Usercentrics is effectively excluded or limited, this also applies to the personal liability of the employees, other employees, organs, representatives and vicarious agents of Usercentrics.
10.6 Usercentrics’ obligation to provide services shall only apply if Usercentrics itself has been supplied with appropriate advance services in accordance with the contract and in due time and has not breached any duty of care in this respect. In the event of any failure to perform due to force majeure, Usercentrics shall be released from its obligation to perform in any case.
10.7 The liability in no case covers the individual settings of the customer in relation to e.g. texts, button, design, text and arrangement, pre-settings of the cookie selection, cookie playout rules, completeness of the cookie list, representations of consent or opt-in, opt-out, especially with regard to applicable national, European and international laws.
11.1 Deviating General Terms and Conditions of the Customer shall not apply, even if Usercentrics does not expressly object to them.
11.2 The Customer may only transfer the rights and obligations under this Agreement to a third party with the prior written consent of Usercentrics.
11.3 In the event that a party is unable to perform the owed service due to force majeure, it shall be released from its performance obligations for the duration of the hindrance. The other party shall be released from the consideration for the same period. Mutual claims for damages shall not exist during this period.
11.4 If individual provisions of the General Terms and Conditions of Business have not become part of the contract in whole or in part or are ineffective, the remainder of the contract remains effective. If the provisions have not become part of the contract or are ineffective, the content of the contract shall be governed by the statutory provisions.
11.5 The contractual relationship existing between the contracting parties is exclusively subject to the law of the Federal Republic of Germany under express exclusion of the UN Convention on Contracts for the International Sale of Goods. The exclusive place of jurisdiction for all disputes arising from and/or in connection with this contractual relationship between Usercentrics and the Customer shall be, to the extent permitted by law, the registered office of Usercentrics.