1. Scope

1.1. These general terms and conditions ("T&C") apply to all Software as a Service ("SaaS" or "Software") services within the contractual relationship ("Contract") between LeadMetrics GmbH ("Company," "LeadMetrics," "we") with the current address and commercial register information as per the imprint on the website https://lead-metrics.com/en/imprint and the sole trader or company as the customer ("Customer," "you") covering all contents, features, services, and rules. The customer's general terms and conditions will only become part of the contract if expressly approved in writing by LeadMetrics.

1.2. Customers can only be entrepreneurs (B2B) within the meaning of Article 2(2) of Directive 2011/83/EU. These T&C do not apply to consumers as defined by Article 2(1) of the directive.

1.3. The current T&C are available on our website at https://www.lead-metrics.com/en/agb and will be provided to the customer in text form upon conclusion of the contract or in the event of significant changes. Changes to the T&C will be communicated to the customer in text form at least six weeks before they come into effect. If no written objection is received within this period, the changes will be deemed accepted.

2. Subject of the Contract

2.1. The subject of the contract is the use of the software as part of a subscription. LeadMetrics provides a platform-independent, web-based software for the creation of KPI dashboards and automated reports with specific ad and lead KPI content. Access to the software is via internet browsers. Details of the software’s functions are available on the website www.lead-metrics.com. These T&C fully apply to the information provided there as part of the contract.

2.2. We offer our software in various plans (Starter, Pro & Agency) with different feature scopes. Additional customer/project slots can also be booked. Furthermore, we offer packages that may only be available to certain customer groups, may be limited in time, and combine the software with additional digital content. Specific information on the plans and add-ons can be found on https://lead-metrics.com.

3. Scope of Services

3.1. You are only entitled to the software and services agreed upon at the time of contract conclusion, as specified on the websites mentioned in §2.1 and §2.2 or in the purchase process on the website.

3.2. We reserve the right to adjust the nature and scope of the software and any features according to §14.

3.3. We strive for the unrestricted use and availability of our software but cannot guarantee uninterrupted service. We are committed to ensuring a 95% service availability over the course of a year (“Service Level”). Maintenance work, where possible, will be conducted outside of regular business hours and announced at least 48 hours in advance.

3.4. The provision of the software remains compliant with the contract if the service level is reduced by no more than 6% annually due to:

3.4.1. Repair, update, or maintenance work on the website or within LeadMetrics software, or

3.4.2. Circumstances beyond LeadMetrics' control, especially actions of third parties not acting on behalf of LeadMetrics and the availability of technical internet functions beyond LeadMetrics’ control.

4. Contract Formation & Free Trial Period

4.1. A contract is concluded between you and us when you, or your authorized representative, create a user account (“Account”) on the platform, select a plan from LeadMetrics, and accept the T&C.

4.2. When you register for the first time, create a new account, and select one of the available plans, a 14-day free trial period (14 x 24h) begins from the time the account is successfully created (in accordance with 4.1). Upon expiration of the trial period, the selected subscription will be activated and become chargeable unless terminated in advance as per §10. During the trial phase, you can use all features and quotas available in the chosen plan without restrictions.

4.3. There is no right of withdrawal for B2B customers under EU law. Cancellation of a completed subscription is not possible.

5. Data Protection

5.1. We are committed to protecting customer data at all times using appropriate measures that meet the current state of technology in compliance with the General Data Protection Regulation (GDPR) (Regulation (EU) 2016/679).

5.2. Details regarding the handling of personal data, data protection, and data security are thoroughly described in the privacy policy. Data transmission is conducted via a secure and encrypted internet connection.

5.3. As part of using the software, LeadMetrics acts as a data processor under the GDPR for personal data processed by the customer. The provisions on personal data processing are based on the Data Processing Agreement ("DPA"), which is made available to the customer online.

5.4. In the event that technical or legal conditions change, we reserve the right to amend the practices described in the T&C and the privacy policy. We will notify you of any changes in a timely manner.

6. Your Responsibility

6.1. Accounts created on LeadMetrics are always personal and may not be shared. The information you provide during the registration process must be accurate, complete, and up to date. Upon completion of this agreement and no later than the end of the trial period, you must provide your company details, including the company name and VAT identification number (VAT-ID), in your account settings within the software. You can update and adjust this and all other customer data in your account settings at any time or by contacting us via chat or email.

6.2. You are responsible for keeping your account credentials confidential and secure. This means you may not share your login details. You must ensure that third parties cannot gain access to your credentials and must take the necessary precautions to maintain confidentiality, particularly by using a secure password consisting of numbers, letters, and special characters, and changing the password regularly.

6.3. As part of your duty of care, you must ensure that the email address provided is accessible from the time of registration. Any misuse of the account, suspicion thereof, or loss of access credentials must be reported to us immediately in writing (e.g., by email or via the software).

6.4. You must respond promptly to inquiries from LeadMetrics.

6.5. The availability of the software depends on internet access. You are solely responsible for ensuring that the required system prerequisites are met to use the software. If you use third-party offers (especially ad blockers, scraping software, or other add-ons), you are responsible for ensuring that these do not interfere with the software. We do not guarantee compatibility and are not liable for damages caused by the use of such offers.

6.6. You guarantee that your use of the software complies with all applicable EU laws and regulations. In particular, you guarantee compliance with the following usage restrictions of LeadMetrics:

6.6.1. The software must not be used in connection with user content that includes any of the following: false or misleading data submissions in the form of reports.

6.6.2. Accessing, manipulating, or using non-public areas of the software or the website, our computer systems, or the technical delivery systems of our providers in any way other than contractually defined is prohibited.

6.6.3. Activities such as vulnerability scanning, load testing, penetration testing, or circumventing our security measures in any way are strictly prohibited without our prior written consent on our platform.

7. Fees and Payment Processing

7.1. The obligation to pay fees begins when you make a purchase under these T&C or when the free trial period ends in accordance with §4.2 without cancellation as per §10.

7.2. The fees for the plan you select are listed in detail under https://lead-metrics.com/en#Pricing or at the respective checkout of a package (all prices are net). The fees for commercial use of templates are governed by §6.8. We are authorized to collect the applicable fees using the payment data (Stripe) provided during registration. You must ensure that the payment method has sufficient funds. Fees are collected at the beginning of the service period for the respective service period in advance.

7.3. You confirm that you agree to receive invoices in electronic form via email. You are solely responsible for the proper storage of invoices. You also have the option to access invoices at any time via the linked Stripe account.

7.4. Invoices include the applicable VAT and all other taxes where applicable in accordance with EU law. If you are located outside the EU, other international regulations may apply.

7.5. Paid fees are generally non-refundable. If a valid payment method is not provided after the trial period, or if the payment is not successfully processed, we reserve the right to suspend access to the software until the payment method is successfully updated or the outstanding fees are settled.

8. Indemnification

The customer indemnifies LeadMetrics from all claims, including any damages claims, made by other customers, end users, or third parties, including authorities, against us due to an infringement of rights caused by your use of the software. You are liable for any costs, including legal defense costs, that we incur due to your infringement of third-party rights. All our further rights, as well as claims for damages, remain unaffected.

9. Restriction, Control, Suspension, and Deletion of Accounts and Content

9.1. We may restrict your access to the software in whole or in part if you do not pay due fees despite repeated reminders (at least two (2) reminders within five (5) working days).

9.2. We are not obligated to review data generated by you. However, if we become aware of potentially unlawful content (particularly under §6.6 to §6.8) in your account, we may access your account, review the content, and take the following actions.

9.3. If there is a suspicion of a criminal offense based on your use or the content you publish, we may forward your customer data, along with the potentially criminal content, to the relevant authorities.

9.4. We may take reasonable measures to prevent damage and ensure the availability of the software. This applies in particular if you violate your contractual obligations, particularly concerning §6.6, §6.7, and §6.8. Such measures may include partial or complete, temporary, or permanent restrictions on access to the software, especially concerning the ability to publish mobile funnels and generate data.

10. Contract Duration and Termination

10.1. Unless otherwise specified in the respective service description, the contract is concluded for an indefinite period. Subscriptions automatically renew for an additional term unless terminated in a timely manner.

10.2. You can generally change your plan only at the end of the contract term. However, you can switch to a plan with higher quotas at any time without extending the contract term.

10.3. You may terminate the contract with one (1) working day’s notice at the end of the term via the account settings within the software or by email (email address available at https://lead-metrics.com/en/imprint).

10.4. We may terminate the contract with at least four (4) weeks' notice in text form (e.g., by email) without stating any reasons.

10.5. The right to extraordinary termination for good cause remains unaffected. Good cause exists in particular if you:

10.5.1. are in arrears with the payment of at least one full monthly fee, despite repeated requests, for more than six (6) days,

10.5.2. are in arrears with substantial parts of the fee despite repeated warnings,

10.5.3. fail to provide us with the required regulatory information despite being requested to do so within a reasonable period,

10.5.4. use the software for unfair or harmful business practices (especially according to §§ 6.6ff.),

10.5.5. commit a criminal offense to the detriment of us or our employees (e.g., our support staff),

10.5.6. impair the software, particularly by using unauthorized software solutions, malware, or attacking the LeadMetrics infrastructure,

10.5.7. otherwise violate essential contractual obligations or repeatedly violate non-essential contractual obligations, or

10.5.8. jeopardize LeadMetrics’ claims and interests by a significant deterioration or endangerment of your financial situation.

10.6. The termination takes effect, apart from §10.5 or comparable extraordinary reasons for termination, at the end of the contractually agreed term.

10.7. We will irrevocably delete the account after a twelve-month (12) period. Data collected from end users will be automatically and irrevocably deleted six (6) months after the termination takes effect unless you have reactivated your account before then.

11. Warranty for Defects

11.1. With regard to the provision of Software as a Service by us, the following applies:

11.1.1. The statutory provisions on warranty under EU law apply, unless otherwise agreed in these T&C.

11.1.2. Liability for restrictions on use and availability due to force majeure or legitimate internal industrial action is excluded. The customer's right to terminate according to §10.2 remains unaffected.

11.1.3. Your right to offset, reduce fees (lowering the fee under § 536 of the BGB), and withhold payments is excluded, provided that you do not assert these rights with claims that have been legally established or are undisputed.

11.1.4. Any claims for liability without fault for initial defects in the software under § 536a (1) of the BGB are excluded, provided the defects were not caused by LeadMetrics intentionally or through gross negligence.

12. Limitation of Liability

12.1. We are liable without contractual limitation for damages caused by:

12.1.1. willful or grossly negligent breach of duty by us or willful or grossly negligent breach of duty by one of our legal representatives or vicarious agents,

12.1.2. injury to life, body, or health caused by a negligent breach of duty by us or an intentional or negligent breach of duty by one of our legal representatives or vicarious agents, and

12.1.3. customer-provided guarantees or fraudulent misrepresentation by LeadMetrics.

12.2. For damages resulting from the slight negligence of one of our essential obligations, LeadMetrics’ liability is limited to the amount of fees you paid in the past twelve (12) months. Essential obligations are those whose violation endangers the achievement of the purpose of the contract or whose fulfillment is essential for the proper execution of the contract and upon whose compliance you regularly rely.

12.3. Any further liability of LeadMetrics is excluded.

12.4. If our liability is excluded or limited, this also applies to the personal liability of employees, representatives, and vicarious agents of LeadMetrics, as well as to tort claims.

13. No Liability for Third-Party Providers

If you use external services offered through us that have access to the data created in the KPI dashboards ("integrations"), these services act based on their own contractual relationship with you. We do not provide any warranty or liability for damages arising from the use of these integrations. We are also not liable for damages caused by your incorrect or insufficient transmission or processing of data. We explicitly recommend that you review the terms of service and privacy policies of the integrations before using them.

14. Changes to the Software and the T&C

14.1. We may make changes to the software, T&C, including the current offer and other provisions of the contract without consultation with you, which:

14.1.1. correct obvious errors or gaps,

14.1.2. relate to descriptive provisions, provided the underlying circumstances have changed,

14.1.3. serve to clarify or are editorial in nature, or

14.1.4. are not disadvantageous to you in legal or factual terms. This includes, in particular, the introduction of additional free features within the software.

We will notify you of these changes by email.

14.2. Changes to the contract (including the T&C and the offer), other than those specified in §14.1, will be offered by LeadMetrics to the customer. If you do not object within a period of six (6) weeks, the changes are deemed approved. The time for compliance with the objection period is determined by the receipt of the objection by LeadMetrics.

14.2.1. We will inform you by email about the new provisions and the date of their entry into force and draw your attention to the objection period and the consequences of letting the objection period expire. The objection period begins upon receipt of this email by you.

15. Communication and Legal Framework

15.1. Unless otherwise specified in the T&C, the accepted communication channels for contacting you are emails and the chat within the software. We reserve the right to contact you by other means. Our email address is available at https://lead-metrics.com/en/imprint.

15.2. European Union law applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

15.3. The exclusive place of jurisdiction for all disputes arising from or in connection with the contract (including the T&C) is Vienna, Austria. This also applies to the enforcement of our rights against you, in accordance with the Brussels I Regulation (EU) No 1215/2012.

15.4. Should any individual provisions of these T&C be or become invalid, the validity of the remaining T&C shall not be affected. The invalid provision shall be replaced by a provision that most closely approximates the economic purpose of the invalid provision in a legally effective manner.

15.5. The above provision applies accordingly in the event of regulatory gaps.

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