Terms of Service

1. Scope and Parties

These Terms of Service govern all use of the platform and related services by customers who qualify as business customers. The Service is intended exclusively for business customers. Use of the Service by consumers is excluded. The Customer may use the software solely within the scope of its own business operations and by its own personnel. Any further use, in particular by third parties or for the provision of services to third parties, shall not be permitted unless expressly agreed in writing with the Provider.

2. Services Provided

Citatra provides a Software as a Service (SaaS) that offers analytics for marketing teams. The exact features of our service are described on our website. We may make reasonable changes to the Service to improve performance or comply with laws, provided such changes do not eliminate core features. We do not guarantee specific outputs or results from using the Service.

3. Service Levels; Maintenance and Interruptions

We aim to maintain a monthly availability of the Software of 99%. Periods of scheduled maintenance, force majeure, and interruptions caused by the Customer or third parties for whom we are not responsible shall not be deemed downtime. We may regularly maintain the software and inform the Customer in due time of any usage restrictions. We do not control access to third-party services and do not warrant that the Service will be completely error-free or uninterrupted, but we will use commercially reasonable efforts to promptly address any material service issues.

4. Use Requirements

The Customer agrees to use Citatra’s Service only for legitimate business purposes and in compliance with all applicable laws. You must keep confidential any login credentials and prevent unauthorized access to the Service. You are responsible for the Input and Content, including ensuring that the use of the Content does not violate any applicable law, governmental orders, or third-party rights. You represent and warrant that you have all rights, licenses, and permissions needed to provide Input to our Services. You shall not reverse-engineer, decompile, or otherwise misuse the Service. In the event of a breach, we are entitled to temporarily suspend or restrict your access to the Service, after reasonable notice if feasible, and/or terminate the contract for cause.

5. Intellectual Property and Data

All intellectual property rights in the Citatra Service (including the software, algorithms, models, and documentation) are and remain the exclusive property of Citatra. We merely grant the Customer a limited, non-exclusive, non-transferable right to use the Service during the term of the contract for the Customer’s internal business operations, in accordance with these Terms. The Customer retains all rights to the data, content, and materials that you upload or provide to Citatra. By providing Customer Data, you grant Citatra a license to process and use that data only to the extent necessary to perform the Service and fulfill our contractual obligations. We will handle Customer Data in compliance with applicable data protection laws and our Privacy Policy.

6. Fees, Payment Terms, and Set-off

The Customer shall pay the fees for the Service as agreed in the order or contract form. All prices are understood to be net of applicable VAT. Payments are due within the period specified in the invoice. If the Customer fails to pay on time, we may charge statutory default interest and suspend Service access until overdue amounts are paid. The Customer may only set off counterclaims if those counterclaims are undisputed or finally adjudicated by court.

7. Free Trial Period

From time to time, we may offer the Customer access to the Service on a trial basis, free of charge, for a limited period. During the Trial Period, the Service is provided solely for the purpose of evaluating the Service and may be subject to limitations. We reserve the right to suspend or terminate the Trial Period at any time. At the end of the Trial Period, continued use of the Service will be subject to the applicable subscription plan and fees.

8. Warranty

The warranty provisions of tenancy law shall apply to the granting of the use of the software as well as to the provision of storage space. The Customer shall notify us without undue delay of any defects or disruptions of the Service upon their discovery. Warranty claims for only insignificant impairments of the suitability of the Service shall be excluded.

9. Limitation of Liability

We shall be liable without limitation in cases of intentional misconduct or gross negligence, and for damages resulting from injury to life, body, or health. In cases of ordinary negligence, we will only be liable for the breach of essential contractual obligations, limited to the damage foreseeable at the time of conclusion of the contract. We shall not be liable for breaches of duty caused by slight negligence if those duties are not essential contractual obligations. The Customer shall indemnify and hold us harmless from any third-party claims arising out of the Customer’s unlawful use of the Service or breach of these Terms.

10. Term and Termination

The contract for use of the Citatra Service begins when the Customer accepts these Terms and registers an account or otherwise enters into an agreement for the Service. Either party may terminate a monthly subscription at any time, effective at the end of the current payment cycle. Either party may terminate a 12-month subscription by giving thirty (30) days’ notice, effective at the end of the 12-month cycle. Either party may terminate an indefinite-term contract for convenience by giving thirty (30) days’ notice to the end of a calendar month. Either party may terminate the contract with immediate effect for cause if the legal requirements for such termination are met. Upon termination or expiration of the contract, we will deactivate the Customer’s account and cease providing the Service. We may delete Customer Data associated with the account after a short retention period, except for data we must retain by law.

11. Data Migration / Compliance

Customers may switch to another data processing service or to on-premise solutions by giving prior written notice. We shall provide the Customer with access to all exportable data and reasonable assistance to enable switching. Upon successful completion of the switching process, the contract shall be considered terminated.

12. Governing Law and Jurisdiction

These Terms and any disputes arising out of it shall be governed by the laws of the applicable jurisdiction. The exclusive place of jurisdiction for all disputes shall be the location of Citatra, provided that the Customer is a merchant or legal entity under public law. This jurisdiction clause does not limit either party’s right to seek interim injunctive relief in any appropriate jurisdiction if necessary.

13. Reference Use

Citatra may publicly refer to the Customer as a client for marketing and promotional purposes, including use of the Customer’s name, logo, and general branding in reference lists, on its website, in presentations, and in other marketing materials, provided this is done in a fact-based and appropriate manner. This right shall survive the termination of the contract, unless the Customer objects in writing for legitimate reasons. We will not disclose any confidential information of the Customer in this context.

14. Final Provisions

We reserve the right to modify or update these Terms for future transactions. For existing contracts, we will notify the Customer of proposed changes in advance. The changes shall be deemed approved if the Customer does not object within the notice period. If the Customer objects, each party has the right to terminate the contract by notice before the changes take effect. These Terms, together with any individual order or contract document referencing them, constitute the entire agreement regarding the Service. Any amendments or additions must be made in text form. Should any provision of these Terms be or become invalid or unenforceable, the remainder of the provisions shall remain in effect. In place of the invalid provision, the parties agree to adopt a valid provision that most closely reflects the original economic intent. For any questions or communications regarding these Terms, you may contact us at hello@citatra.cloud.