These ClickTerm Terms of Use (the “Terms”) govern access to and use of the ClickTerm service (the “Service”).
Provider. The Service is provided by TelQ Telecom GmbH, registered in Germany under HRB 144036, Neuer Wall 71, 20354 Hamburg, Germany (“TelQ”, “ClickTerm”, “we”, “us”, “our”).
B2B only. The Service is offered exclusively for business and professional use. You represent that you act in the course of a trade, business, craft, or profession and not as a consumer.
Organization and authority. You are the entity accepting these Terms (“Organization”, “you”, “your”). The person accepting these Terms confirms they have authority to bind the Organization.
Acceptance. You accept these Terms by clicking “I agree” (or similar), creating an account, and/or using the Service. Where these Terms are accepted via clickwrap, ClickTerm may record an acceptance event and related metadata as evidence of acceptance.
What’s included. These Terms include:
our published documentation and product materials (“Documentation”);
the pricing plan shown in the Service at the time of usage;
the Data Processing Addendum (“DPA”) if we process Personal Data on your behalf as a processor; and
any written order form or addendum signed by both parties.
If there is a conflict, the following order applies: signed addendum/order form → DPA (for data processing terms) → these Terms → Documentation.
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.
Updates. We may update the Service and Documentation from time to time, including for security, compliance, or product improvements.
No legal advice; no enforceability guarantee. We do not provide legal advice. You are responsible for determining whether the Service, your clickwrap content, and your End User flows are appropriate for your jurisdictions and compliance requirements (including notices, disclosures, consent language, record retention, and evidentiary standards). We do not guarantee that any clickwrap, record, or certificate will be legally enforceable in any particular scenario.
Account information. You must provide accurate and complete account information and keep it up to date.
Authorized Users. Your account may permit multiple users (“Authorized Users”). You are responsible for your Authorized Users’ access rights and all activity under your account.
Credentials and API keys. You must keep credentials (including API keys) confidential, use reasonable security practices, and promptly notify us if you suspect unauthorized access.
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 data and content to the Service.
Your relationship with End Users. End Users are your users/customers (or other recipients) who interact with clickwraps you present. You are solely responsible for your clickwrap content, your agreements with End Users, and handling End User questions and disputes.
Restrictions. You will not (and will not permit any third party to):
access or use the Service except as permitted by these Terms and Documentation;
resell, sublicense, rent, or provide the Service to third parties as a standalone service (except presenting clickwraps to End Users as intended);
reverse engineer or attempt to discover source code or underlying algorithms (except where prohibited by law);
interfere with or disrupt the Service, bypass security controls, probe for vulnerabilities, or access non-public areas;
transmit malware, exploit code, or unlawful content; or
use the Service to violate others’ rights (including IP or privacy rights).
Sensitive and regulated data. Unless we explicitly agree in writing, you will not submit:
special category/sensitive Personal Data, or
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.
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, including clickwrap content, placeholders, and clickwrap event records relating to End Users.
Ownership and 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.
Your promises. You represent and warrant 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.
Aggregated/de-identified data. We may create and use aggregated and/or de-identified data derived from the Service to operate, improve, and analyze the Service, provided it does not identify you, End Users, or any individual.
Usage-based fees. You will pay fees based on your actual usage in accordance with the pricing plan displayed in the Service at the time of usage (including included usage, limits, and overage fees).
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.
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.
Pricing changes. We may update pricing with prior notice (e.g., in-product notice and/or email to the account owner). For material increases, we will provide at least 30 days’ prior notice. Updated pricing applies to usage occurring after the effective date stated in the notice.
DPA. If we process Personal Data on your behalf as a processor, the DPA applies. Each party may also process the other party’s business contact data as an independent controller for contract administration, billing, and relationship management.
Sub-Processors and Processors list. We publish a list of third parties that process data in connection with the Service (including a distinction between end-user data scope and corporate/customer-account scope). Current list:
https://api.clickterm.com/clickwrap/9ca82158-c7a6-4e1d-b803-d5f27b5a8164/latest
Changes affecting end-user data 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. Changes will take effect no earlier than 30 days after publication of the updated version, unless a shorter timeline is required for urgent security, fraud prevention, or legal compliance. If you decline, 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.
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.
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.
Feedback. If you provide feedback, you grant us the right to use it without restriction or obligation. Feedback does not include Customer Data or Confidential Information.
Confidential Information. “Confidential Information” means non-public information disclosed by one party to the other that is marked confidential or should reasonably be understood to be confidential.
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 with a need to know who are bound by confidentiality obligations.
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.
Mutual authority. Each party represents it has authority to enter into these Terms.
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.
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.
Customer indemnity. You will defend, indemnify, and hold harmless TelQ Telecom GmbH (ClickTerm) and its affiliates, officers, employees, and agents from and against third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:
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);
your breach of these Terms or violation of applicable law; or
allegations that Customer Data or your materials infringe or misappropriate third-party rights.
We will promptly notify you of the claim and allow you to control the defense and settlement, provided no settlement admits fault or imposes obligations on us without our prior written consent. We will provide reasonable cooperation at your expense.
Liability limits. Nothing in these Terms limits liability that cannot be limited by law. In particular, neither party excludes liability for intent or gross negligence, and neither party excludes liability for death or personal injury caused by 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.
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.
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.
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.
Term. These Terms start on acceptance and continue until terminated under this section.
Self-serve termination. 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.
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 processed after termination for usage already incurred.
Export/retention. You are responsible for exporting any records you wish to retain prior to termination. Data deletion/return will be handled in accordance with the DPA (where applicable) and the Service’s documented retention behavior.
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.
Suspension. We may suspend access immediately if we reasonably believe the Service is being used in violation of these Terms, suspension is required to prevent or address a security incident, payment is overdue after reasonable notice, or we are required to do so by law.
Assignment and successor entity. 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.
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.
Notices. Notices to you may be sent to the account owner email in ClickTerm. Notices to us must be sent to: sales@clickterm.com (or any updated legal notice address we publish).
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.
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.