Terms and Conditions

1.1These terms and conditions apply to Usercentrics and the contracting party.

1.2Usercentrics provides all services to its customers on the basis of these general terms and conditions (hereinafter referred to as "GTC"), unless otherwise agreed in the respective contract. “Customer" within the meaning of these General Terms and Conditions are companies, legal entities under public law and special funds under public law.

1.3These GTC apply to Usercentrics services. Usercentrics services within the meaning of these GTC include the provided online form on the Usercentrics website for Usercentrics to deliver a privacy policy template (“Privacy Policy Generator”). The Privacy Policy Generator is designed as a self-service business to business (B2B) service for website owners to facilitate compliance with EU legislations (EU/GDPR/ePD) concerning clear communication to users on your website about your data collection and use practices.

1.4These GTC apply exclusively; conflicting or differing general terms and conditions of the Customer do not apply, unless Usercentrics has expressly agreed to their application in writing. Differing general terms and conditions of the Customer shall not become part of the contract. If, in addition to the actual conclusion of the contract, the Customer requires to issue a separate order for its internal processing, any of the Customers’s General Terms and Conditions listed therein shall not apply.

1.5Our services are directed exclusively at Business to Business customers.

2.1The contract is concluded once the Customer has filled in the online form and requested a privacy policy template.

2.2This Agreement shall commence on the Effective Date and shall remain in effect for an initial period of twelve (12) months, in case of an annual subscription, unless a longer term has been contractually agreed on ("Regular Contract Term"); thereafter, this Agreement shall be extended for one or more additional periods of 12 months each (a “Renewal Term”), unless either party notifies the other party thirty (30) days prior to the expiration of the then-current term that it does not wish to renew this Agreement. The termination does not require any justification and must be declared in writing (by email) to the other party. (Each Regular Contract Term and Renewal Term is referred to herein as a “Term”).

2.3In case of a monthly subscription, the Agreement shall commence on the Effective Date and shall be renewed on a monthly basis ("Regular Contract Term"), unless a longer term has been contractually agreed on; thereafter, this Agreement shall be extended on a monthly basis (a “Monthly Renewal Term”), unless either party notifies the other party prior to the expiration of the then-current term that it does not wish to renew this Agreement. The termination of a monthly subscription does not require any justification and must be declared in writing (by email) to the other party. (Each Regular Contract Term and Renewal Term is referred to herein as a “Term”).

2.4Either party may terminate this Agreement at any time by giving written notice to the other party if: (i) the other party breaches a material provision of this Agreement and fails to cure the breach within thirty (30) days after being given written notice thereof; (ii) the other party is judged bankrupt or insolvent, makes a general assignment for the benefit of its creditors, a trustee or receiver is appointed for such party; or any petition by or on behalf of such party is filed under any bankruptcy or similar laws.

2.5Usercentrics is entitled to irrevocably delete all data stored during the term of the contract after termination of the contract. At the request of the Customer, a data export can be made according to the specifications of Usercentrics. In this case, the Customer is responsible for storing their data on their local system in good time. In so far, as this concerns personal data, the provisions of the Data Processing Agreement (DPA) take precedence.

2.6Upon termination of the contract, the Customer is obligated to delete without request all reproductions of the provided software and the Usercentrics-code. If the Usercentrics-code is not or not completely removed from the Customer's domains/apps immediately after the end of the contract, Usercentrics is entitled to demand the fee agreed with the Customer for the duration and until the Usercentrics-code is completely removed from the Customer's domains/apps. The removal of the Usercentrics-code is to be regarded as incomplete, among other things, if data is still transmitted from the Customer’s domains/apps to the Usercentrics servers.

2.7In case Usercentrics offers a free trial, the Customer can use it in full scope and free of charge during the free trial period. In case a free trial is offered, it is granted only once per Customer. In case the Customer converts to a fully paid plan, the provisions set out above apply.

2.7.1In case a trial without automatic renewal is offered, then the customer will have the option to buy a full version of the service during this time. After the end of the trial the access to the functions of the Usercentrics Systems are blocked. The user has the option, within another 30 days, to buy a full version of the service to the currently applicable conditions. Otherwise the access and configurations will be deleted.

2.7.2In case a trial with automatic renewal is offered and if the Customer decides against the further use of the services provided by Usercentrics, the Customer has the right to cancel the free-trial by contacting support@usercentrics.com. The cancellation needs to occur on or before the trial ends. If the free trial is not canceled on time or the Customer wishes to continue using the service, the free trial will automatically convert to a fully paid plan.

2.8Any payment made in advance will not be refunded if the Agreement is terminated by one of the contracting parties.

3.1The prices for the services used by the Customer are determined by the signed contract offer or completed online registration. Unless otherwise stated, the prices are monthly/annual net prices in Euro and are additional to any applicable statutory sales tax.

3.2Usercentrics reserves the right to increase the fee at any time, subject to 30 days’ notice, which will be sent to you by email.

3.3Unless otherwise agreed, invoicing shall be done for the entire contract term in advance. Invoices for managed services are sent after service has been provided. Usercentrics is entitled to send the invoice in the form of an email.

3.4Payment is due 30 days after the invoice date. The invoice amount must therefore be credited to the Usercentrics account within 30 days of the invoice date. Late payment fees shall be charged at a rate of 3%. The right to claim higher damages for late payment remains reserved.

3.5Customers may only offset with counterclaims that have not been contradicted or that have been recognized by a court.

3.6A change within the packages offered by Usercentrics with a higher fee is possible at any time. The change of the package is binding. A new Regular Contract Term does not begin with the change of the package. The price difference resulting in comparison to the original package may be invoiced by Usercentrics for the remaining contract term. Payment must be made within 30 days of the invoice date.

3.7The Customer accepts, until January 2027, to receive invoices in a traditional format, i.e. PDF format. The Customer has the right to deny the receipt of invoices in such format at any time, latest until 31 December 2026.

4.1By using Usercentrics’ services, you understand and agree that all services we provide are “as is” and “as available”. This means that we do not represent or warrant to you that:

4.1.1The use of Usercentrics’ services will meet your needs or requirements;

4.1.2The use of Usercentrics’ services will be uninterrupted, timely, secure or free from errors;

4.1.3The information obtained by using Usercentrics’ services will be accurate or reliable; nor that

4.1.4Any defects in the operation or functionality of any Usercentrics’ services provided will be repaired or corrected

4.2The nature of the Usercentrics services is conclusively regulated in the contract and the documentation of the Usercentrics services. A material defect shall only be given if a deviation from the documentation of the Usercentrics Services or contractually agreed quality differs significantly. A further quality agreement requires explicit written confirmation. A particular quality cannot be derived from advertising materials or public statements if the specific content has not been expressly confirmed in writing by Usercentrics. The assumption of a guarantee is only valid if Usercentrics explicitly confirms it in writing.

4.3Insofar as the Customer can assert claims for defects against Usercentrics, regarding Usercentrics’ services, through the course of providing a paid service (such as defects in the software), the defects shall be eliminated by Usercentrics, at Usercentrics’ option. This shall be undertaken either by providing a modified version of the software or by providing the Customer with reasonable instructions for a workaround, provided that this does not unreasonably impair the usability of the Usercentrics Services.

4.4In the case of a free service provision (Free Trial and Package "Free") Usercentrics is not obliged to rectify defects.

5.1The Customer must inform themselves about the essential functional features of the Usercentrics services and their technical requirements (everything related to the Privacy Policy Generator). It is the Customer’s responsibility to seek advice in case of doubts from Usercentrics or expert third parties before the conclusion of the contract. The Customer must ensure the technical requirements necessary for the error-free integration of the Usercentrics services.

5.2The Customer is solely responsible for checking whether the contractually agreed Usercentrics services meet the legal requirements that apply to the Customer. In particular, it is solely the Customer’s responsibility to choose a configuration of the Usercentrics services which complies with applicable data protection regulations. Usercentrics does not provide legal advice

5.3The Customer grants Usercentrics the right, which may be revoked at any time, to use the Customer’s name and logo as a reference for its own advertising purposes.

6.1The Customer may only use the Usercentrics services if this is necessary for the contractual use. Usercentrics grants the Customer a simple, non-transferable right to use the Usercentrics Services, limited in time to the duration of the contract. All copyrights and other intellectual or industrial property and exclusive rights to services developed or made available in accordance with the contract, in particular software, databases or know-how, shall remain with Usercentrics or their Licensors

6.2The Customer is not permitted to modify or otherwise manipulate anything related to the Privacy Policy Generator provided by Usercentrics. Furthermore, the Customer is not permitted to change or remove any marks, copyright notices and confidentiality notices in any software or other materials provided or made available by Usercentrics. Mandatory legal rights of the Customer shall remain unaffected.

6.3Usercentrics may assume that the Customer has all necessary rights of use to all software installed or operated by the Customer interacting with the Usercentrics services.

6.4Usercentrics may, under the conditions set out in this section, create anonymised analyses of aggregated data for which (partially) Customers and information resulting from the Customer’s use of the Usercentrics services are used ("Analysis"). The data is anonymised and aggregated for analysis, so that it is impossible to draw conclusions about individual companies or individuals. The analytics data is used for product improvement, development of new products and services, resource and support improvement, product performance improvements, security and data integrity review, identification of industry trends and developments, creation of indices and anonymous benchmarking

7.1Your privacy is very important to us, and this is why we have created a separate Privacy Policy in order to explain in detail how we collect, manage, process, secure and store your private information. Our Privacy Policy is included under the scope of these Terms.

7.2Each party protects the confidential information of the other party from use or access by unauthorized individuals with reasonable care.

7.2.1"Confidential Information" means (i) any information exchanged between the parties in the context of or in connection with this Agreement, either expressly marked in writing as "confidential" or in a similar manner, (ii) oral information expressly designated by the issuing party as confidential, and (iii) regardless of the above provisions, any information from which it is clear that they need to be kept confidential.

7.2.2The obligation of confidentiality does not apply to information that is already generally known at the time of conclusion of the contract or which can verifiably become subsequently known without breach of the contractual obligations. The obligation of confidentiality also does not apply to confidential information to the extent that the disclosing party may prove to them that it (i) has obtained or received it lawfully from third parties; (ii) for the provision of contractual services to the other party, must be passed on to third parties legitimately engaged for this purpose; (iii) must be disclosed by law or by decision of a court or an order of an authority; or (iv) by professionally committed advisors and lawyers.

7.2.3In the event that one of the parties has reason to believe that there has been an unauthorized loss, access or disclosure of the other party’s confidential information, it shall notify the other party without delay.

7.3Nothing herein shall limit Usercentrics from disclosing the terms of this contract to potential financing sources, security holders, strategic partners and advisors.

8.1Usercentrics provides the services according to the respective technological state of the art and in such a way that they are oriented to the interest of all Customers of Usercentrics. Usercentrics is entitled to adapt and change the range of services offered by Usercentrics to general technical progress. Usercentrics does not have to pay attention to possible downward compatibility with third-party software that is not up-to-date and/or to possible interoperability with third-party software; unless such interoperability is expressly agreed as a quality.

9.1Usercentrics is liable in accordance with the statutory provisions in the event of gross negligence, intentional action, malice or a guarantee as well as in the event of injury to life, body or health. Liability pursuant to product liability law also remains unaffected.

9.2In all other cases, Usercentrics shall only be liable in the event of negligent breach of essential contractual obligations; thus an obligation which is essential for the achievement of the purpose of the contract (cardinal obligation). In the latter case, Usercentrics’ liability shall be limited to the amount of damage that is foreseeable and typical for the type of subject matter of the contract.

9.3In the case of liability under Section 9.2, the Customer expressly understands and agrees that any claim against Usercentrics will be limited to the amount the Customer has paid in the previous 12 months, if any, for use of all Usercentrics products and/or services. Usercentrics will not be liable for any direct, indirect, incidental, consequential or exemplary loss or damage, including fines and penalties, which may be incurred by you as a result of using our services or as a result of any changes, data loss or corruption, cancellation, loss of access or downtime, even if informed of the possibility of such damages in advance, to the full extent that applicable limitation of liability laws allow. In case of prepayment for long contract terms the liability is measured on the equivalent paid within one year.

9.4Insofar as the liability of Usercentrics is excluded or limited, this also applies to the personal liability of the employees, other employees, institutions, representatives and vicarious agents of Usercentrics.

9.5In the event of liability for intent, gross negligence, personal injury the statutory limitation periods apply. Otherwise, a limitation period of one year applies to all claims for damages or compensation of futile expenses of the Customer in the event of contractual and non-contractual liability. The limitation period begins in accordance with the statutory provisions. However, it shall begin at the latest at the end of 5 years from the date on which the claim has amounted.

10.1Usercentrics is entitled to use subcontractors in whole or in part for the services owed. Any deviating provisions of a separate Data Processing Agreement shall remain unaffected.

10.2The contractual relationship between the contracting parties will be governed by and constructed in accordance with the law of the Federal Republic of Germany with the explicit exclusion of the UN Convention on Contracts for the Sale of Goods. The exclusive place of jurisdiction for all disputes arising out of and/or in connection with the contract between Usercentrics and the Customer is, to the extent permitted by law, Munich, Germany.

10.3Amendments and additions to the contract as well as all declarations of intent relevant to the contract and declarations for the exercise of design rights, in particular terminations, reminders or deadlines, must be in writing, unless another form in the contract is expressly provided for. This also applies to the renunciation of the written form requirement.

10.4These GTC as well as all other texts throughout the Usercentrics website are translated from English to other languages. These are unofficial translations and are only provided as convenience translations. They should therefore be interpreted in accordance with the English language version which will prevail in the event of any discrepancy between the English version and the translation. Usercentrics assumes no liability for any errors, omissions or ambiguities in the translations. Any person or entity choosing to rely on the translated content does so at their own risk. If in doubt, please always refer to the official English language version.

10.5Should one or more provisions of these General Terms and Conditions be ineffective, the remainder of the terms shall remain effective. The invalid provision shall be replaced by the relevant statutory provision.