Terms & Conditions

1. Introduction

1.1 About Centify GmbH: Centify GmbH (“Centify”) offers a web-based Software-as-a-Service (SaaS) platform specializing in Incentive Commission Management (ICM) (“Software”), tailored for small and medium-sized enterprises. Centify also provides related services (“Services”) associated with the Software.

1.2 Agreement Scope: These Terms and Conditions (“Terms”) govern the customer’s subscription to the Software and the provision of Services by Centify, together with any additional offer documents (collectively, the “Agreement”).

1.3 Exclusion of Customer Terms: Any terms proposed by the customer that deviate from these Terms shall not apply unless expressly agreed in writing by Centify.

2. Account Creation

2.1 Free Version: To use the Software, customers must create an account. Upon activation, the customer is granted a free license to use the Software for up to three (3) users (“Free Version”).

2.2 Paid Subscriptions: Customers may enter into a paid Agreement for the Software and/or Services, with various plans offering different features.

2.3 Contract Conclusion: Paid Agreements can be established by selecting plans within the Account and receiving Centify’s confirmation, or by requesting and accepting a written or electronic offer from Centify.

3. Software and Services Provision

Centify provides the Software and Services for the subscription term specified in the Agreement. Certain components are subject to a Fair Use Policy. The Software enables data exchange with third-party systems via integrations; the customer must have the right to use any connected third-party system. Customers may upgrade or downgrade plans (no pro-rata refunds for downgrades). Centify reserves the right to temporarily suspend access in cases of security threats, misuse, or overdue payments, providing advance notice where reasonably possible.

4. Availability and Maintenance

Centify aims to provide the Software with an annual average availability of 99%, excluding force majeure and planned maintenance outside normal business hours (Monday to Friday, 9:00 am to 6:00 pm BST/CEST/CET).

5. Customer Obligations

The customer must test the Software during the Free Version and report defects before entering a paid Agreement, designate a qualified contact person, comply with the Agreement and applicable laws, meet technical requirements (adequate internet connection, supported browsers, state-of-the-art IT security, no shared accounts, secure connections), and properly set up and administer their Account, including integrations and user management.

6. Rights Granted

Centify grants the customer a non-exclusive, non-transferable, time-limited right to use the subscribed Software for the term of the Agreement. The customer agrees not to provide access to third parties. Centify may process non-personal or anonymized data to enhance functionality and user experience.

7. Term and Termination

Customers can choose between monthly, semi-annual or annual subscription agreements. Annual agreements have an initial term of one (1) year and semi-annual agreements six (6) months; both automatically renew unless terminated by either party with at least three (3) months’ notice before the renewal date. Either party may terminate for good cause without notice. Notices of termination must be in writing.

8. Payment Terms

The customer agrees to pay the fees specified in the offer or invoice and authorizes Centify to charge the designated account in advance for the applicable term. All fees are exclusive of taxes. For annual subscriptions, payment is due within two (2) weeks from the invoice date.

9. Warranty and Defects

Centify warrants that the Software will be free from material defects and defects of title during the Agreement term. The customer must report defects promptly. Centify will remedy defects within a reasonable time, aiming for a reaction time of four (4) hours for total failures reported during support hours. Defect claims expire twelve (12) months after they arise, except for mandatory damage claims.

10. Limitation of Liability

Centify is liable according to statutory provisions for damages resulting from injury to life, body, or health, and for intentional misconduct, gross negligence, or fraudulent intent. For slight negligence, Centify is liable only for breaches of essential contractual obligations, limited to typical and foreseeable damages. For free services, Centify is liable only for intentional misconduct, gross negligence, or fraudulent intent.

11. Data Protection and Confidentiality

The customer retains all intellectual property rights to customer data. To the extent customer data is personal data, the customer is the data controller and Centify the data processor; a data processing agreement (DPA) is automatically established with the platform agreement. Each party agrees to protect the other’s Confidential Information, with obligations remaining in effect until the information becomes non-confidential or five (5) years after termination.

12. Changes and Amendments

Centify may modify these Terms with at least four (4) weeks’ notice via email; consent is deemed given if the customer does not object in writing within two (2) weeks. Centify may make necessary modifications without consent in certain circumstances (e.g. legal requirements, security). Centify may adjust list prices annually; if an increase exceeds 5%, the customer may object within two (2) weeks.

13. Final Provisions

All notices must be made in writing, including electronic forms such as email. If any provision is found invalid, the remaining provisions remain in effect. The Agreement is governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods. The exclusive place of jurisdiction is, to the extent legally permissible, Hamburg, Germany.