General Terms and Conditions

1. Scope and Subject Matter

1.1 These General Terms and Conditions ("T&C") govern the contractual relationship between Traffical GmbH, Straßmannstraße 10, 10249 Berlin, Germany ("Traffical") and the customer ("Customer") regarding the use of the Traffical SaaS platform and related services.

1.2 The Services are offered exclusively to entrepreneurs within the meaning of § 14 of the German Civil Code (BGB). By entering into an agreement with Traffical, the Customer confirms that it is acting in its capacity as an entrepreneur. Consumers within the meaning of § 13 BGB are not eligible to use the Services.

1.3 The Services encompass the Traffical SaaS platform, including the dashboard, software development kits (SDKs), application programming interfaces (APIs), edge workers, and accompanying documentation as further described in the applicable Order Form.

1.4 Individual Order Forms or Statements of Work ("SOW") executed between the parties supplement these T&C and specify the particular scope, fees, and terms applicable to the Customer's use of the Services.

1.5 In the event of a conflict between documents, the following order of precedence applies: (a) the applicable Order Form; (b) the Data Processing Agreement ("DPA"); (c) these T&C.

1.6 Any general terms and conditions of the Customer that conflict with, deviate from, or supplement these T&C shall not become part of the agreement, even if Traffical does not expressly object to them. These T&C apply exclusively.

2. Definitions

For the purposes of these T&C, the following terms shall have the meanings set out below:

• "Services" means the Traffical SaaS platform, including the web-based dashboard, SDKs, APIs, edge workers, and all related documentation provided by Traffical.
• "Customer" means the business entity entering into an agreement with Traffical for the use of the Services.
• "Customer Data" means all data uploaded, processed, transmitted, or generated by the Customer or its Authorized Users through the use of the Services.
• "Order Form" means an individual agreement between Traffical and the Customer specifying the scope of Services, fees, contract term, and any special provisions.
• "Authorized Users" means the individuals authorized by the Customer to access and use the Services on the Customer's behalf.
• "SDK" means the software development kits provided by Traffical for integration into the Customer's applications, including client-side and server-side libraries.
• "Confidential Information" has the meaning set out in Section 12 of these T&C.
• "DPA" means the Data Processing Agreement governing the processing of personal data, available at traffical.io/dpa.

3. Services

3.1 Traffical provides the Customer with the SaaS platform as described in the applicable Order Form and the current documentation. The Services include a control plane for experiments, feature management, progressive rollouts, personalization, and optimization across web, app, backend, and algorithmic environments.

3.2 Traffical may modify the Services from time to time for technical improvements, security enhancements, or to comply with applicable law, provided that such modifications do not materially reduce the core functionality of the Services as described in the applicable Order Form.

3.3 Scheduled maintenance windows may cause temporary unavailability of the Services. Traffical will provide reasonable advance notice of planned maintenance where practicable. Emergency maintenance required for security or stability reasons may be performed without advance notice.

3.4 Service levels, including uptime commitments and support response times, if any, are defined exclusively in the respective Order Form or a separate Service Level Agreement (SLA).

4. Conclusion of Contract and Order Forms

4.1 The contractual relationship between Traffical and the Customer is concluded upon execution of an Order Form by both parties or, where applicable, upon completion of the online registration process and acceptance of these T&C.

4.2 Each Order Form shall specify at minimum: (a) the scope of Services to be provided; (b) the applicable fees; (c) the contract term and renewal provisions; and (d) any special provisions or deviations from these T&C.

4.3 Each Order Form is subject to these T&C. Multiple Order Forms may be in effect concurrently between the same parties.

5. Beta Program and Pilot Phase

5.1 Traffical may offer beta or pilot access to the Services or specific features thereof to select customers ("Beta Services"). Participation in any beta or pilot program is at Traffical's sole discretion.

5.2 Beta Services are provided "as is" and "as available" without any service level commitments, warranties, or guarantees of availability or performance.

5.3 Traffical reserves the right to modify, suspend, or discontinue any Beta Services at any time and without prior notice. Traffical shall have no liability to the Customer for any modification, suspension, or discontinuation of Beta Services.

5.4 Where Beta Services are provided free of charge, Traffical's liability shall be limited to damages caused by intent (Vorsatz) and fraud, in accordance with the principles of §§ 521, 599 BGB by analogy.

5.5 Beta participants are encouraged to provide feedback, suggestions, and bug reports to help improve the Services. Any such feedback is governed by Section 9.4 of these T&C.

6. Grant of Rights and License

6.1 Subject to the Customer's compliance with these T&C and timely payment of fees, Traffical grants the Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the contract term as specified in the applicable Order Form.

6.2 The right of use is limited to the Customer's own internal business purposes. The Customer shall not make the Services available to third parties, except to Authorized Users as defined in the Order Form.

6.3 Sublicensing of the Services to the Customer's affiliates (within the meaning of § 15 AktG) requires Traffical's prior written consent. Traffical shall not unreasonably withhold such consent.

6.4 All intellectual property rights in and to the Services, including but not limited to software, algorithms, databases, documentation, trade secrets, and know-how, remain the exclusive property of Traffical. No rights are granted to the Customer except as expressly set out in these T&C or the applicable Order Form.

7. SDK Integration

7.1 Traffical grants the Customer a limited, non-exclusive, non-transferable license to integrate the SDK into the Customer's own applications solely for the purpose of utilizing the Services during the contract term.

7.2 The Customer is solely responsible for the lawful embedding and operation of the SDK within its applications. In particular, the Customer shall: (a) obtain all necessary consents or establish another valid legal basis under the General Data Protection Regulation (GDPR) and applicable national law before the SDK transmits any personal data; (b) implement appropriate cookie banners, privacy notices, and consent management mechanisms as required by applicable law, including Directive 2002/58/EC (ePrivacy Directive) and the German TDDDG; (c) ensure that end users are informed about the use of the SDK and the data processing carried out through it; and (d) comply with all applicable data protection laws regarding end-user data collected or processed through the SDK.

7.3 The Customer shall not transmit any special categories of personal data within the meaning of Article 9 GDPR (including data concerning health, racial or ethnic origin, political opinions, religious beliefs, trade union membership, genetic data, biometric data, or data concerning sex life or sexual orientation) via the SDK.

7.4 The Customer shall not reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code of the SDK, except to the extent expressly permitted by applicable mandatory law (§ 69e UrhG).

7.5 The scope and nature of data transmitted through the SDK depend on the Customer's configuration and settings. Traffical shall not be liable for Customer Data transmitted through the SDK that exceeds the scope necessary for the Services.

8. Customer Obligations

8.1 The Customer shall maintain accurate and up-to-date account information, including contact details, billing information, and the designation of Authorized Users.

8.2 The Customer shall keep all access credentials (including API keys, tokens, and passwords) confidential and shall be responsible for all activities conducted under its account. The Customer shall notify Traffical immediately upon becoming aware of any unauthorized use of its account or credentials.

8.3 The Customer shall use the Services only for lawful purposes and in accordance with the documentation, these T&C, and the applicable Order Form.

8.4 The Customer shall not: (a) reverse-engineer, copy, decompile, or create derivative works of the Services or any part thereof, except as expressly permitted by mandatory law; (b) use the Services for competitive benchmarking or analysis without Traffical's prior written consent; (c) attempt to overload, disrupt, or interfere with the Services' infrastructure; (d) access or attempt to access the Services through automated means (other than the provided APIs and SDKs) without Traffical's prior written consent.

8.5 The Customer shall ensure that all Authorized Users comply with these T&C and shall be liable for any breach by its Authorized Users.

8.6 The Customer shall provide accurate information necessary for the calculation of fees, including but not limited to usage volumes and the number of Authorized Users.

9. Customer Data and Intellectual Property

9.1 The Customer retains all rights, title, and interest in and to Customer Data. Nothing in these T&C shall be construed as transferring any ownership rights in Customer Data to Traffical.

9.2 The Customer grants Traffical a limited, non-exclusive license to access, process, store, and transmit Customer Data solely to the extent necessary for the provision of the Services and as further specified in the DPA.

9.3 All intellectual property rights in the Services, including software, source code, algorithms, databases, documentation, user interfaces, and know-how, remain the exclusive property of Traffical. The Customer acquires no rights in the Services other than those expressly granted under these T&C.

9.4 To the extent the Customer provides feedback, suggestions, ideas, or enhancement requests regarding the Services ("Feedback"), the Customer grants Traffical a worldwide, perpetual, irrevocable, royalty-free, fully sublicensable license to use, reproduce, modify, and incorporate such Feedback into the Services and any other Traffical products or services. Traffical is under no obligation to implement any Feedback.

10. Fees and Payment

10.1 The fees payable by the Customer for the Services are determined by the applicable Order Form. Unless otherwise specified in the Order Form, all fees are stated in euros (EUR).

10.2 Unless expressly stated otherwise, all fees are net amounts and do not include value added tax (VAT), which shall be charged at the applicable statutory rate.

10.3 Unless otherwise agreed in the Order Form, invoices are due and payable within thirty (30) days of the invoice date.

10.4 In the event of late payment, statutory default interest shall apply in accordance with § 288(2) BGB at a rate of nine (9) percentage points above the base interest rate published by the European Central Bank. Traffical reserves the right to claim additional damages caused by delay.

10.5 If payment is overdue by more than thirty (30) days after Traffical has issued a written reminder, Traffical may suspend the Customer's access to the Services until all outstanding amounts have been paid in full. Suspension does not relieve the Customer of its obligation to pay outstanding fees.

10.6 Traffical may adjust the fees applicable to any renewal term by providing the Customer with at least thirty (30) days' written notice prior to the commencement of the next renewal term.

11. Term and Termination

11.1 The contract term is specified in the applicable Order Form. If the Order Form does not specify a contract term, the initial term shall be twelve (12) months from the effective date.

11.2 Unless otherwise specified in the Order Form, the contract shall automatically renew for successive twelve (12) month periods unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

11.3 Either party may terminate the agreement for cause (außerordentliche Kündigung) if: (a) the other party materially breaches any provision of these T&C or the applicable Order Form and fails to cure such breach within thirty (30) days of receiving written notice thereof; or (b) the other party becomes insolvent, files for or is subject to bankruptcy or insolvency proceedings, or ceases to conduct business in the ordinary course.

11.4 Traffical may terminate the agreement with immediate effect if the Customer violates its obligations under Section 8 (Customer Obligations) and such violation, by its nature, does not permit a cure period.

11.5 Upon termination or expiration of the agreement: (a) the Customer shall immediately cease all use of the Services and remove all integrated SDKs from its applications; (b) Traffical shall delete or return Customer Data in accordance with the DPA; (c) all licenses granted hereunder shall immediately terminate.

11.6 Prepaid fees are non-refundable, except where the termination is due to a material breach by Traffical that Traffical has failed to cure in accordance with Section 11.3(a). In such case, Traffical shall refund a pro-rata portion of prepaid fees for the remaining unused term.

12. Confidentiality

12.1 Each party ("Receiving Party") undertakes to treat all Confidential Information of the other party ("Disclosing Party") with at least the same degree of care as it applies to its own confidential information, but in no event less than reasonable care.

12.2 "Confidential Information" means all information disclosed by one party to the other, whether orally, in writing, or electronically, that is designated as confidential or that should reasonably be considered confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation: trade secrets, technical information, source code, algorithms, business plans, pricing, customer lists, financial information, and the terms of any Order Form.

12.3 The obligations of confidentiality do not apply to information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; (c) was lawfully received from a third party without restriction on disclosure; (d) was already known to the Receiving Party prior to disclosure; or (e) is required to be disclosed by law, regulation, or court order, provided that the Receiving Party gives the Disclosing Party prompt written notice (where legally permitted) to allow the Disclosing Party to seek a protective order.

12.4 The confidentiality obligations under this Section 12 shall survive for a period of three (3) years following the termination or expiration of the agreement.

12.5 Notwithstanding the foregoing, trade secrets within the meaning of the German Trade Secrets Act (Geschäftsgeheimnisgesetz — GeschGehG) shall remain protected for as long as they qualify as trade secrets under applicable law.

13. Data Protection

13.1 The processing of personal data by Traffical on behalf of the Customer is governed by a separate Data Processing Agreement (DPA), available at traffical.io/dpa. The DPA forms an integral part of the contractual relationship between the parties.

13.2 In the event of a conflict between these T&C and the DPA with respect to data protection matters, the provisions of the DPA shall prevail.

13.3 The Customer is solely responsible for ensuring that all Customer Data provided to Traffical has been collected lawfully and that the Customer has obtained all necessary consents or has established another valid legal basis for the transfer and processing of such data by Traffical.

13.4 Traffical implements and maintains appropriate technical and organizational measures to protect Customer Data in accordance with Article 32 GDPR and the state of the art, as further described in the DPA.

14. Warranty

14.1 Traffical warrants that the Services will materially conform to the current documentation during the contract term. The nature and scope of the Services are conclusively defined by the documentation and the applicable Order Form.

14.2 In the event of a defect, Traffical shall, at its option, remedy the defect by providing a corrected version, an update, a patch, or a reasonable workaround (Nacherfüllung). Traffical shall use commercially reasonable efforts to remedy reported defects in a timely manner.

14.3 For Beta Services or services provided free of charge, Traffical provides no warranty beyond liability for intent and fraud, in accordance with Section 5.4.

14.4 No warranty is given based on advertising materials, public statements, or representations not expressly confirmed in writing by Traffical in the applicable Order Form or documentation.

15. Liability

15.1 Traffical shall be liable without limitation for damages caused by: (a) intent (Vorsatz) or gross negligence (grobe Fahrlässigkeit); (b) injury to life, body, or health (Verletzung des Lebens, des Körpers oder der Gesundheit); (c) guarantees expressly assumed in writing by Traffical (Garantien); and (d) mandatory liability under the German Product Liability Act (Produkthaftungsgesetz).

15.2 In cases of ordinary negligence (einfache Fahrlässigkeit) resulting in a breach of a material contractual obligation (Kardinalpflicht), Traffical's liability shall be limited to the foreseeable, contract-typical damages. A material contractual obligation is an obligation whose fulfillment is essential for the proper performance of the contract and on whose compliance the Customer regularly relies. In such cases, Traffical's total aggregate liability shall be capped at the total fees paid by the Customer to Traffical in the twelve (12) months immediately preceding the event giving rise to the claim.

15.3 Indirect, incidental, and consequential damages, including but not limited to lost profits, lost data, loss of goodwill, and business interruption, are excluded unless caused by intent or gross negligence.

15.4 For Beta Services or services provided free of charge, Traffical's liability is limited to damages caused by intent and fraud, in accordance with Section 5.4.

15.5 The limitations and exclusions of liability set out in this Section 15 apply equally to the personal liability of Traffical's employees, legal representatives, and agents (Erfüllungsgehilfen).

16. Indemnification

16.1 Indemnification by Customer

The Customer shall indemnify, defend, and hold harmless Traffical and its officers, directors, employees, and agents from and against any third-party claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising from or relating to: (a) the Customer's use of the Services in violation of these T&C or applicable law; (b) Customer Data that infringes or misappropriates any third-party intellectual property rights or other rights; or (c) the Customer's violation of any applicable law or regulation in connection with the use of the Services.

16.2 Indemnification by Traffical

Traffical shall indemnify, defend, and hold harmless the Customer against third-party claims alleging that the Services, as provided by Traffical and used in accordance with these T&C, infringe any third-party intellectual property rights enforceable in the European Union. This indemnification is subject to the following conditions: (a) the Customer promptly notifies Traffical in writing of any such claim; (b) the Customer grants Traffical sole control over the defense and settlement of the claim; and (c) the Customer cooperates reasonably with Traffical at Traffical's expense.

16.3 Exceptions to Traffical's IP Indemnity

Traffical's indemnification obligation under Section 16.2 does not apply to the extent that the claim arises from: (a) modifications to the Services made by the Customer or a third party; (b) the combination of the Services with products, services, or technologies not provided by Traffical; (c) the Customer's specifications or requirements; or (d) the Customer's continued use of the Services after Traffical has notified the Customer to cease such use.

17. Force Majeure

17.1 Neither party shall be liable for any failure or delay in the performance of its obligations under these T&C (other than payment obligations) to the extent that such failure or delay is caused by events beyond the affected party's reasonable control, including but not limited to natural disasters, pandemics, epidemics, war, terrorism, riots, government orders or sanctions, embargoes, failures of telecommunications or energy supply, and cyberattacks ("Force Majeure Event").

17.2 The affected party shall notify the other party promptly of the occurrence and expected duration of the Force Majeure Event and shall use commercially reasonable efforts to mitigate its effects.

17.3 If a Force Majeure Event continues for more than ninety (90) consecutive days, either party may terminate the affected Order Form by providing written notice to the other party.

18. Modifications to the Services

18.1 Traffical may modify the Services from time to time to reflect technical progress, improve security or performance, or comply with changes in applicable law, provided that such modifications do not materially reduce the agreed scope of the Services as described in the applicable Order Form.

18.2 Significant changes to the Services will be communicated to the Customer with reasonable advance notice.

18.3 If a modification to the Services constitutes an unreasonable change that materially and adversely affects the Customer's use of the Services, the Customer shall have a special right of termination (Sonderkündigungsrecht) with effect from the date of the modification, provided the Customer exercises this right within thirty (30) days of receiving notice of the change.

19. Amendments to these T&C

19.1 Traffical may amend these T&C by providing the Customer with at least thirty (30) days' written notice prior to the proposed effective date of the amendment. The notification shall clearly describe the proposed changes and their effective date.

19.2 The Customer shall be deemed to have consented to the amended T&C if the Customer does not object in writing (text form pursuant to § 126b BGB) before the effective date. Traffical shall specifically draw the Customer's attention to this deemed-consent mechanism and the consequences of failing to object in the notification of the proposed amendment.

19.3 If the Customer objects to the proposed amendment in a timely manner, Traffical may terminate the agreement with thirty (30) days' written notice. The previous version of the T&C shall continue to apply until the effective date of the termination.

20. Marketing Reference

20.1 The Customer agrees that Traffical may use the Customer's name and logo as a reference for marketing and promotional purposes (including on Traffical's website, presentations, and sales materials) during the term of the agreement.

20.2 The Customer may revoke this right at any time by providing written notice to Traffical. Upon receipt of such revocation, Traffical shall cease the use of the Customer's name and logo within a commercially reasonable period.

21. Export Control and Sanctions

21.1 The Customer represents and warrants that it is not listed on any sanctions list maintained by the European Union, the Federal Republic of Germany, or any other applicable jurisdiction, and that it is not owned or controlled by any person or entity subject to such sanctions.

21.2 The Customer shall not use the Services in violation of any applicable export control laws, trade sanctions, or embargo regulations, including but not limited to EU Regulation (EC) No 428/2009 (as amended) and applicable German export control laws (Außenwirtschaftsgesetz — AWG; Außenwirtschaftsverordnung — AWV).

21.3 The Customer shall not provide access to the Services or make the Services available to any persons, entities, or territories subject to applicable sanctions or export restrictions.

22. Miscellaneous

22.1 Written form. Unless otherwise specified in these T&C, all amendments, supplements, and material declarations in connection with these T&C require text form within the meaning of § 126b BGB (email is sufficient).

22.2 Severability. If any provision of these T&C is held to be invalid, void, or unenforceable, the remaining provisions shall remain in full force and effect. The invalid provision shall be replaced by a valid and enforceable provision that comes closest to the economic intent and purpose of the invalid provision.

22.3 Assignment. The Customer may not assign or transfer any rights or obligations under these T&C without Traffical's prior written consent. Traffical may assign its rights and obligations under these T&C to an affiliate (within the meaning of § 15 AktG) or in connection with a merger, acquisition, or sale of all or substantially all of its assets, without the Customer's consent.

22.4 No waiver. The failure of either party to exercise or enforce any right or provision of these T&C shall not constitute a waiver of such right or provision.

22.5 Entire agreement. These T&C, together with the applicable Order Form(s), the DPA, and the documentation, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior agreements, understandings, and representations, whether oral or written.

22.6 Language. These T&C are drafted in the English language. In the event of any conflict between the English version and any translation, the English version shall prevail.

23. Governing Law and Jurisdiction

23.1 These T&C and any contractual and non-contractual obligations arising out of or in connection with them shall be governed by and construed in accordance with the laws of the Federal Republic of Germany, excluding its conflict-of-law provisions and the United Nations Convention on Contracts for the International Sale of Goods (CISG).

23.2 The exclusive place of jurisdiction for all disputes arising out of or in connection with these T&C shall be Berlin, Germany (Landgericht Berlin), to the extent permitted by applicable law.

24. Contact

For any questions regarding these Terms and Conditions, please contact us at:

Traffical GmbH
Straßmannstraße 10
10249 Berlin, Germany

Email: [email protected]
General inquiries: [email protected]
Privacy matters: [email protected]