These ClickTerm Terms of Use (the “Terms”) govern access to and use of the ClickTerm service (the “Service”).
1. PARTIES, SCOPE, AND ACCEPTANCE
1.1 Provider.
The Service is provided by TelQ Telecom GmbH, registered in Germany under HRB 144036, Neuer Wall 71, 20354 Hamburg, Germany (“ClickTerm”, “we”, “us”, or “our”).
1.2 B2B-only.
The Service is offered exclusively for business and professional use. You represent that you are acting in the course of a trade, business, craft, or profession and not as a consumer.
1.3 Organization and authority.
You are the entity accepting these Terms (“Organization”, “you”, “your”). The individual accepting these Terms represents that they have authority to bind the Organization.
1.4 Acceptance.
You accept these Terms by (a) clicking “I agree” (or similar) in a clickwrap flow, (b) creating an account, and/or (c) accessing or using the Service.
Where presented via clickwrap, the Service may record an acceptance event and related metadata as evidence of acceptance.
1.5 Incorporated documents and order of precedence.
These Terms include:
(a) the Documentation;
(b) the pricing plan shown in the Service at the time of usage (including usage limits and overage fees);
(c) the Data Processing Addendum (“DPA”), if we process Personal Data on your behalf as a processor; and
(d) any written order form or addendum signed by both parties.
If there is a conflict, the following order applies: (1) signed order form/addendum; (2) DPA (for data processing terms); (3) these Terms; (4) Documentation.
2. THE SERVICE
2.1 What ClickTerm does.
ClickTerm is a clickwrap agreement management and evidence platform that enables Organizations to create and manage clickwrap templates and versions, present clickwraps to End Users, record clickwrap events and audit trails, and generate downloadable acceptance artifacts (such as certificates) where supported by the Service and your plan.
2.2 Documentation.
“Documentation” means our published product documentation and materials describing Service functionality and integration requirements, as updated from time to time.
2.3 No legal advice.
We do not provide legal advice. You are solely responsible for determining whether the Service and any clickwrap flow are suitable for your use case, jurisdictions, and compliance requirements (including required notices, disclosures, consent language, retention, and evidence standards). We do not guarantee that any clickwrap, record, or certificate will be legally enforceable in any particular scenario.
3. ACCOUNT, ACCESS, AND SECURITY
3.1 Registration and accuracy.
You must provide accurate and complete information when creating and maintaining an account and keep it up to date.
3.2 Authorized Users.
Your account may permit multiple users (“Authorized Users”). You are responsible for your Authorized Users’ access rights and all activities under your account.
3.3 Credentials and API keys.
You must protect credentials (including API keys) and promptly notify us of suspected unauthorized access.
4. YOUR RESPONSIBILITIES AND ACCEPTABLE USE
4.1 Compliance and permissions.
You will use the Service in compliance with applicable law and obtain all necessary rights, permissions, and consents to present clickwraps to End Users and to submit Customer Data to the Service.
4.2 Your relationship with End Users.
End Users are your users/customers (or other recipients) who interact with clickwraps you present via the Service. You are solely responsible for your clickwrap content, your agreements with End Users, and handling End User questions and disputes.
4.3 Restrictions.
You will not (and will not permit any third party to):
(a) access or use the Service except as permitted by these Terms and Documentation;
(b) sublicense, resell, rent, or provide the Service to third parties as a standalone service (except presenting clickwraps to End Users as intended);
(c) reverse engineer, decompile, or attempt to discover source code or underlying algorithms (except where prohibited by law);
(d) interfere with or disrupt the Service, bypass security controls, probe for vulnerabilities, or access non-public areas;
(e) transmit malware, exploit code, or unlawful content; or
(f) use the Service to violate others’ rights (including IP or privacy rights).
4.4 Sensitive data.
Unless we explicitly agree in writing, you will not submit to the Service (a) special-category/sensitive Personal Data, or (b) highly regulated data (e.g., payment card data subject to PCI DSS) where doing so would impose obligations beyond those set out in these Terms and the DPA.
5. CUSTOMER DATA, OWNERSHIP, AND LICENSE
5.1 Customer Data.
“Customer Data” means data and content you or your Authorized Users submit to the Service or that the Service processes on your behalf in connection with your use (including clickwrap content, placeholders you provide, and clickwrap event records relating to End Users).
5.2 Your ownership; our license.
As between you and us, you own Customer Data. You grant us a worldwide, non-exclusive right to host, process, transmit, and display Customer Data solely to provide, maintain, secure, and improve the Service, prevent fraud/abuse, and comply with law.
5.3 Your warranties for Customer Data.
You represent and warrant that you have all rights necessary to provide Customer Data and permit our processing under these Terms, and that your Customer Data and use of the Service do not violate applicable law or third-party rights.
5.4 Aggregated/de-identified data.
We may create and use aggregated and/or de-identified data derived from use of the Service to operate, improve, and analyze the Service, provided it does not identify you, End Users, or any individual.
6. AUDIT TRAILS, CERTIFICATES, AND EVIDENCE FEATURES
6.1 Event records and audit logs.
The Service records clickwrap interactions as events (e.g., accepted/declined) and may maintain audit logs as described in the Documentation and your plan.
6.2 Certificates and downloadable artifacts.
Where enabled, the Service may generate downloadable records (such as certificates of acceptance) associated with events. You are responsible for determining whether you must download, store, countersign, or otherwise retain records for your compliance needs.
6.3 No evidentiary guarantee.
Audit logs, event records, and certificates are technical records of activity within the Service. We do not guarantee how any court, regulator, or third party will interpret or accept such records.
7. FEES, BILLING, AND TAXES
7.1 Usage-based fees.
You will pay fees based on your actual usage of the Service in accordance with the pricing plan displayed in the Service at the time of usage (including any plan limits, included usage, and overage fees).
7.2 Billing and payment method.
You authorize us to charge your payment method on file for all fees incurred. Unless otherwise stated in the Service, we bill monthly in arrears. If payment fails, we may retry charges, issue an invoice, and/or suspend access after reasonable notice.
7.3 Taxes.
Fees exclude applicable taxes, duties, and governmental charges (except taxes on our net income). You are responsible for such charges unless you provide a valid exemption.
7.4 Pricing changes.
We may update pricing with prior notice (e.g., in-product notice and/or email to the account owner). Updated pricing applies to usage occurring after the effective date stated in the notice.
8. DATA PROTECTION, SUB-PROCESSORS, AND SECURITY
8.1 DPA.
If we process Personal Data on your behalf as a processor, the DPA applies. Separately, each party may process the other party’s business contact data as an independent controller for contract administration, billing, and relationship management.
8.2 Sub-Processors and Processors list.
We publish a list of third parties that process data in connection with the Service (“Processors” and “Sub-Processors”), including a distinction between end-user data scope and corporate/customer-account scope. The current list is available at:
https://api.clickterm.com/clickwrap/9ca82158-c7a6-4e1d-b803-d5f27b5a8164/latest
8.3 Changes to Sub-Processors for end-user scope.
For changes affecting end-user data scope, we may provide notice by publishing an updated version of the Sub-Processors and Processors document and requiring explicit re-acceptance in the ClickTerm Admin Console. If you decline the updated version, we may propose a commercially reasonable alternative, disable the affected optional feature, or terminate the affected services in accordance with these Terms and/or the DPA.
8.4 Security.
We maintain appropriate technical and organizational measures designed to protect the confidentiality, integrity, and availability of the Service and Customer Data, consistent with industry practices and the DPA.
9. CONFIDENTIALITY
9.1 Confidential Information.
“Confidential Information” means non-public information disclosed by one party to the other that is marked confidential or reasonably should be understood to be confidential.
9.2 Protection and permitted disclosures.
Each party will protect the other’s Confidential Information using reasonable care and may use it only to perform under these Terms. A party may disclose Confidential Information to its representatives who have a need to know and are bound by confidentiality obligations.
9.3 Exclusions.
Confidential Information does not include information that is public through no fault of the receiving party, was known without restriction before disclosure, is received from a third party without breach, or is independently developed.
10. INTELLECTUAL PROPERTY AND FEEDBACK
10.1 Our IP.
We own the Service, Documentation, and all related intellectual property. We grant you a non-exclusive, non-transferable right to use the Service during your use of the Service in accordance with these Terms.
10.2 Feedback.
If you provide feedback, you grant us the right to use it without restriction or obligation, and feedback does not include Customer Data or Confidential Information.
11. WARRANTIES AND DISCLAIMERS
11.1 Mutual authority.
Each party represents it has authority to enter into these Terms.
11.2 Service warranty.
We will operate the Service with reasonable care and skill and the Service will materially conform to the Documentation, subject to your correct configuration and compliant use and third-party dependencies outside our reasonable control.
11.3 Disclaimer.
Except as expressly stated, the Service is provided “as is” and “as available” to the maximum extent permitted by law. We do not warrant uninterrupted or error-free operation, nor do we warrant legal enforceability of any clickwrap, signature, or acceptance record.
12. INDEMNITY
12.1 Customer indemnity.
You will defend, indemnify, and hold harmless TelQ and its affiliates, officers, employees, and agents from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:
(a) your clickwrap content, agreements, instructions, or End User-facing flows (including allegations that your terms are unlawful, misleading, unenforceable, or fail to meet legal notice/consent requirements);
(b) your breach of these Terms or violation of applicable law; or
(c) allegations that Customer Data or your materials infringe or misappropriate third-party rights.
12.2 Process.
We will promptly notify you of the claim and allow you to control the defense and settlement, provided that (i) no settlement admits fault or imposes obligations on us without our prior written consent, and (ii) you provide appropriate counsel and actively defend the claim. We will provide reasonable cooperation at your expense.
13. LIMITATION OF LIABILITY
13.1 Unlimited liability.
Nothing in these Terms limits liability that cannot be limited by law. In particular, neither party excludes liability for intent, and neither party excludes liability for death or personal injury caused by negligence.
13.2 Liability for ordinary negligence.
To the maximum extent permitted by law, in cases of ordinary negligence, each party is liable only for breach of a material contractual obligation (an obligation whose performance is essential to achieve the purpose of the contract). In such cases, liability is limited to the typical, foreseeable damages.
13.3 Cap.
To the maximum extent permitted by law, our total liability arising out of or relating to the Service will not exceed the fees paid by you for the Service in the twelve (12) months preceding the event giving rise to the claim.
13.4 Excluded damages.
To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for loss of profit, revenue, goodwill, or business interruption.
13.5 Data loss.
Where we are liable for loss of data, our liability is limited to the reasonable cost of restoring data from backups, and you remain responsible for maintaining appropriate backups and retention practices.
14. TERM, SUSPENSION, AND TERMINATION
14.1 Term.
These Terms start on acceptance and continue until terminated in accordance with this Section.
14.2 Termination by you (self-serve).
You may terminate your account at any time by using the account cancellation/deletion functionality in the Service (or, if the Service is unavailable, by contacting support). Termination is effective when the cancellation/deletion is confirmed in the Service.
14.3 Accrued charges.
Termination does not relieve you of the obligation to pay fees for usage incurred up to the effective termination time, including any fees that are processed after termination for usage already incurred.
14.4 Termination for cause.
Either party may terminate these Terms upon written notice if the other party materially breaches and fails to cure within a reasonable period.
14.5 Suspension.
We may suspend access immediately if we reasonably believe (a) the Service is being used in violation of these Terms, (b) suspension is required to prevent or address a security incident, (c) payment is overdue after reasonable notice, or (d) we are required to do so by law.
14.6 Effect of termination.
Upon termination, your right to access the Service ends, you remain responsible for fees accrued through the effective termination date, and we will handle deletion/return of Personal Data as set out in the DPA (where applicable) and Documentation.
15. GENERAL
15.1 Assignment; future entity change.
You may not assign these Terms without our prior written consent, except to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets. We may assign these Terms to an affiliate or successor in interest (including a successor entity created for the ClickTerm business) upon notice to you, provided your rights are not materially reduced.
15.2 Force majeure.
Neither party is liable for delays or failures caused by events beyond reasonable control, provided the affected party uses reasonable efforts to mitigate.
15.3 Changes to these Terms.
We may update these Terms by giving notice (e.g., email and/or in-product notice) and/or presenting an updated clickwrap for acceptance in the ClickTerm Admin Console. Unless required sooner for security or legal compliance, updates take effect on the effective date stated in the notice. Continued use after the effective date constitutes acceptance.
15.4 Notices.
Notices to you may be sent to the account owner email in ClickTerm. Notices to us must be sent to: [email protected] (or any updated legal notice address we publish).
15.5 Governing law and venue.
These Terms are governed by the laws of Germany, excluding conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods (CISG). Exclusive venue is Hamburg, Germany, unless mandatory law requires otherwise.
15.6 Entire agreement; severability; waiver.
These Terms are the entire agreement on their subject matter. If a provision is unenforceable, the remainder remains in effect. Failure to enforce is not a waiver.
16. DEFINITIONS
“Authorized Users” means individuals the Organization authorizes to access ClickTerm under its account.
“Customer Data” means data/content submitted to ClickTerm or processed on your behalf in connection with your use.
“End User” means a person interacting with a clickwrap presented by the Organization via ClickTerm.
“Personal Data” has the meaning given under applicable data protection law.