Subject Matter and Scope
- Subject matter of these General Terms and Conditions (hereinafter "terms and conditions") is the provision of services (hereinafter "Services") of Userlike UG (limited liability), Probsteigasse 44-46, 50670 Cologne, Germany, (hereinafter "Userlike") regarding the application "Userlike" (all editions) to customers (hereinafter "Customers"), who are not consumers as defined in Section 13 of the German Civil Code (Bürgerliches Gesetzbuch – BGB).
- These terms and conditions and any regulations in individual agreements between the Parties shall apply exclusively. Conflicting or deviating terms of Customer shall not apply, even if Userlike despite the knowledge thereof provides its Services without objecting to those conflicting or deviating terms.
- Userlike shall have the right to change these terms and conditions within a suitable notice period. Changes shall enter into effect only if Customer has not objected to the changes within one month from the written notification of the intended change (objection period) and if in such notification Userlike informs Customer (a) on his right to object and (b) the objection period. This clause does not apply to obligations of Userlike which are prerequisite for the proper implementation of the agreement, by the breach of which attainment of the purpose of the agreement is jeopardized and on which Customer may duly rely (cardinal obligation).
Agreements and Offers
- A completed web-based order form or any other kind of order request of the Customer constitutes a binding contractual offer regarding the requested Services of Userlike. An agreement shall be deemed concluded upon acceptance of such offer by Userlike, at the latest upon provision of the Service by Userlike.
- Any offers by Userlike shall be deemed non-binding, unless expressly otherwise agreed. Performance dates or times mentioned in a Customer's request are binding only if designated as binding by Userlike in writing.
- Details of the respective contractually agreed Services can be found on the product order pages of Userlike valid at the time of the order.
- Insofar as Userlike conducts its Services free of charge (Free Trial and Edition "Free") it may at its own discretion and at any time, in whole or parts, change, limit or cancel such Services. If doing so Userlike will take Customer's legitimate interests into account and will notify Customer within a reasonable timeframe in advance, provided that such notification is technically feasible and reasonable.
- Userlike provides its Services 24 hours a day, 365 days a year and ensures an availability rate of at least 99,00% of the annual mean, except for maintenance downtimes. Userlike will inform Customer about necessary maintenance downtimes in good time, if possible. Userlike is not liable for any downtimes which make its Services unavailable via internet, in particular for downtimes because of technical or other problems that are outside Userlike's sphere of influence or control such as force majeure events or acts of third parties.
- Customer shall inform Userlike without undue delay in case of malfunction or disruption of the Service.
- Customer shall be obligated to keep personal access data (username and password) confidential against access by unauthorized third parties. Customer shall change his password immediately and shall be obligated to inform Userlike without undue delay if there is reason to suspect that unauthorized third parties have access to Customer’s password.
- Customer shall be obligated to use the Services in accordance with the legal provisions of the territory of intended use. In particular Customer shall observe the applicable copyrights, trademark rights, patent rights and any other intellectual property or personal rights of third parties. Customer may neither use nor make available to the public any data or any information with illegal content.
- Customer may not use the Services, to conduct attacks on Userlike or third parties, such as spamming, hacking, brute force attacks, the use of spy software, virus or worms attacks.
- In case of an infringement of section 4 (2) to (4) of these terms and conditions Userlike may delete illegal content at any time and without prior notice or may – to the extent necessary –block access of Customer to the relevant content and/or Services until Customer has redressed the infringement. In case of a severe violation of Customer against the duties stipulated in section 4 (2) to (4) of these terms and conditions Userlike shall have the right to terminate the contract for good cause without prior notice (section 10 (2)). If Customer is responsible for the infringement he shall compensate Userlike for all damages resulting thereof.
Rights of use and Reimbursement
- Userlike grants to Customer the non-exclusive, non-transferable, non-sublicensable and unlimited right to use the Services within the scope and limited to the term of the agreement. Userlike shall be obligated to provide new versions, upgrades or updates of its Services only insofar as it is strictly necessary for the remedy of defects. Outside the scope of the agreement Customer is not entitled to use, copy or download Userlike’s Services or to make them available to any third parties.
- Customer shall be obligated to indemnify Userlike and its subcontractors against all third party claims that are based on the illegal use of the Services or any such use that happened with his consent, or that arise, in particular, from litigation procedures involving the infringement of laws on data protection, copyright or other laws in conjunction with the use of the Services. If Customer realizes or can be expected to realize that such infringement is about to occur, he shall be obligated to notify Userlike without undue delay.
- Userlike collects, processes and uses personal identifiable information ("personenbezogene Daten") solely pursuant to German data protection legislation. Customer may find Userlike’s current privacy notice ("Datenschutzerklärung") at Userlike’s website under the section "Privacy Notice".
- It is in Customer’s sole responsibility to collect, process or use personal identifiable information of third parties in accordance with German statutory provisions while using the Services. That applies, in particular, to his obligation to obtain the necessary consent of the parties involved, provided that no statutory provision legitimates the intended data collection, processing or usage.
Rights in Case of Defects
- Insofar as Userlike provides its Services free of charge (Free Trail and Edition "Free") Userlike shall be not obligated to remedy defects.
- Insofar as Userlike provides paid Services it shall be entitled to remedy the defect by delivering an update, upgraded or otherwise revised version of the Service or by implementing a workaround.
- Liability for defects shall be excluded if the defect is caused because Customer or a third party on behalf of Customer altered Services or in any other way interfered in the Services in an inadmissible manner or because Customer or said third party made use of the Services in a way that is not compliant with the scope of the agreement or Service documentation.
- Services provided free of charge (Free Trial and Edition "Free")
Insofar as Userlike provides its Services free of charge, Userlike’s liability shall be liable in accordance with statutory provisions of German law for any damages based on intent, fraudulent intent, gross negligence or lack of a guaranteed feature. Any further liability shall be excluded. Liability for injury in life, limb or health and liability in accordance with the German Product Liabilty Act (Produkthaftungsgesetz – ProdHaftG) shall remain unaffected.
- Paid Services
Insofar as Userlike provides paid Services Userlike shall be liable in accordance with statutory provisions of German law for any damages based on intent or gross negligence or the lack of a guaranteed feature, including intent or gross negligence of its subcontractors.
In the event of slight negligent breach of an obligation of Userlike which is prerequisite for the proper implementation of the agreement, by the breach of which attainment of the purpose of the agreement is jeopardized and on which Customer may duly rely, liability shall be limited to the typical damage expected under the agreement. Any other liability shall be excluded. Liability for injury in life, limb or health and liability in accordance with the ProdHaftG shall remain unaffected.
- Liability for loss of data
Userlike shall be liable for the loss of data in the event of slight negligence only under the conditions and within the scope of section 7 (2) and only to the extent that the damage would also have occurred if Customer had performed a duly and regular, at least daily, backup (on his local systems).
- Unless otherwise agreed, Customer may find details concerning prices on the product order pages of Userlike, valid at the time of the order.
- All prices (including additional costs) are net prices. Userlike shall be entitled to issue electronic invoices. Billing for the respective Service will be processed in accordance with the payment method selected by Customer.
- WhatsApp charges certain fees for conversations, depending on whether they are initiated by the user or by the company. Userlike has no influence on these fees, but charges the resulting costs for WhatsApp to the Customer, plus a service fee for outbound messages. The height of the service fee depends on the details of the Customer's Userlike subscription plan.
- If Customer is a government agency, the prices for the use of Userlike with a WhatsApp integration apply with a surcharge of €249.90 per month per WhatsApp number, payable for one year in advance (total €3,000).
- The billing amount is immediately due and payable without deduction upon invoicing. A payment shall only be deemed to have been made when Userlike has disposal over the amount.
- Customer shall be in default if he does not make his payment within fourteen days after the due date and receipt of an invoice or equivalent statement of payment. In case of default, Userlike shall be entitled to claim default interest at the statutory rate (Section 288 para. 2 BGB). The assertion of further claims remains unaffected.
- In the event that Customer is in default of (a) payment or a significant part thereof, for two consecutive months or (b) in an amount that is at least equivalent to the amount due for a period of two months, Userlike shall be entitled to block access to the Services. Userlike’s right to terminate the contract for good cause without prior notice (section 10 (2)) remains unaffected.
Userlike is constantly developing its software to provide more functionalities to the customer. Userlike reserves the right to change the subscription fee once a year. The price adjustments are based on (i) a general price adjustment by Userlike or (ii) the consumer price index ("CPI") of the German Federal Statistical Office.
Userlike is entitled to adjust the subscription fee based on the CPI for the month of October in the year defined below as “n-2”. Adjustments shall be based on the percentage change in the CPI for the period between October n-2 and October n-1. If the change in price is negative, the current subscription fee remains in place. Price adjustments based on the CPI are calculated as follows:
The price adjustments shall be applied from the next invoicing.
Unless otherwise stated in the agreement, the subscription fee is charged three months in advance.
- (index amount October n-1 / index amount October n-2)* current subscription
- fee = new subscription fee
- n = the year the change in price is implemented
- n-1 = the year before n
- n-2 = the year before n-1
Term and Termination of an Agreement
- Unless otherwise agreed, the agreement has a minimum term – depending on the chosen edition of the Service – of one, twelve or twenty-four months and may be terminated without notice at the end of each term. Unless terminated in due time the agreement shell be deemed extended each time for the applicable minimum term. As for Custom or Flex customers – depending on the chosen edition of the Service – a minimum term of twelve or twenty-four months with a notice period of three months to the end of each term shall apply.
- Notice of Termination can be provided either by using Userlike’s relevant communications tools on its website or in text format (eMail).
- The right to terminate the agreement for good cause without notice remains unaffected. A good cause shall apply in particular if the terminating party, taking into account all circumstances of the specific case and weighing the interests of both parties, cannot reasonably be bound to the agreement until expiration of the relevant term.
- If Customer opts for deleting his entire account at Userlike, also Customer’s corresponding data will be automatically deleted. It is therefore Customer’s responsibility to backup his data on his local account before deleting his account.
- Userlike provides software-based technical support in the communication of its customers with third parties via independent messenger applications such as Facebook Messenger and Telegram.
- Installation or maintenance of the operation of the messenger applications is not included in the scope of services of Userlike’s products. Userlike does not have any contractual relationship with the providers of these messenger applications. Alterations in the settings of the messenger applications or improper handling of these can lead to interruptions and harm its functioning. In such cases, Userlike will work to restore functionality.
- Also not included in the scope of services of Userlike’s products is the equipment of third parties that is necessary for the messenger applications to be used. Userlike does not have any contractual relationship with the third parties.
- If phone numbers are required for the use of the messenger services (e.g. for WhatsApp), users themselves are responsible for the provision of these numbers. Userlike has no relationship with the provider of the phone number and has no influence on it.
- Access to the WhatsApp Business API is provided by our partner 360dialog GmbH, Schönhauser Allee 167c, 10435 Berlin, Germany.
- Userlike shall have the right to provide its Services with the help of subcontractors. Userlike shall be liable for any Services provided by subcontractors to the same extent that Userlike is liable for its own actions.
- Information specified on the product order page, in brochures and other documents serves only to describe the products and does not constitute a guarantee, particularly a guarantee of a certain quality. Guarantees must be expressly confirmed by Userlike in writing.
- The contractual relations between Userlike and Customer shall be governed by German law under exclusion of the UN Convention on Contracts for the International Sale of Goods.
- If Customer is merchant within the meaning of the German Commercial Code (Handelsgesetzbuch – HGB), a legal person governed by public law or a special fund (Sondervermögen) under public law, exclusive place of jurisdiction shall be Cologne, Germany. The same applies, if Customer has no general place of jurisdiction in Germany or if his domicile or his usual place of residence is unknown at the time an action is filed. Userlike’s right to file an action against Customer at its general place of jurisdiction remains unaffected.
- Should provisions of an agreement with Customer including these term and conditions are or become invalid in parts or as a whole, validity of the remaining provisions shall remain unaffected and the invalid parts shall be replaced by the relevant statutory provision.
- Userlike shall have the right to use the Customer’s company name and company logo for PR and marketing purposes. The Customer can object to this use at any time.
Last revision: April 14th, 2022