Terms of Service (AGBs) - B2B Only

1. Service Description

Ratio is a conversational analytics platform enabling users to analyze marketing data through natural language interactions. Features and availability may change at Provider's discretion.

2. Account & Registration

• Service is available to businesses, entrepreneurs, freelancers, and agencies only
• You confirm that you're acting in your commercial, business, or professional capacity
• You must provide accurate business registration information
• One account per business/organization
• You're responsible for account security and all activities under your account
• Minimum age: 18 years or legal age in your jurisdiction

Registration Requirements:

• Business email address
• Company/business name (if applicable)
• VAT ID (for EU businesses with VAT obligation)

Consumer Sign-ups: If you are a consumer and have accidentally registered, please contact us immediately at info[at]useratio.io for account cancellation and refund.

3. Subscription & Payment

3.1 Subscription Plans

• Plans are billed monthly in advance
• Pricing is listed on our website and may change with 30 days notice
• Currency: EUR
• Prices are net prices; VAT will be added where applicable

3.2 Free Trial

• New users receive a 30-day free trial with full feature access
• Credit card required for trial activation
• Trial converts to paid subscription unless cancelled before trial end
• One trial per business/organization

3.3 Payment

• Payment via Stripe or PayPal
• Failed payments may result in service suspension after 7 days grace period
• No refunds for partial months or unused features
• You're responsible for VAT registration and reporting in your jurisdiction

3.4 VAT & Invoicing

• Invoices issued automatically via email
• EU businesses: Reverse charge mechanism applies with valid VAT ID
• Non-EU businesses: No EU VAT charged

4. Cancellation & Termination

4.1 Your Rights

• Cancel anytime, effective end of current billing period
• No cancellation fees
• Access continues until period end
• Cancellation via account settings or email to info[at]useratio.io

4.2 Our Rights

• We may suspend/terminate accounts for Terms violations with 14 days notice
• We may discontinue Service with 60 days notice
• Immediate termination without notice for: fraud, illegal activity, security threats, material breach

4.3 Data Retention After Termination

• Your data is retained for 180 days (6 months) post-cancellation
• Request export before cancellation via account settings or support
• Data permanently deleted after 180 days
• Upon written request, we can delete data immediately after account closure

5. Usage Rights & Restrictions

5.1 License

• Non-exclusive, non-transferable right to use Service
• For internal business purposes only
• Subject to subscription limits (to be defined per plan)

5.2 Prohibited Activities

• Reverse engineering, decompiling, or disassembling
• Reselling or sublicensing without written agreement
• Automated scraping or data mining beyond intended use
• Uploading malicious code or illegal content
• Circumventing security features or usage limits
• Sharing login credentials
• Using Service for unlawful purposes or in violation of third-party rights

6. Data & Privacy

• Your data belongs to you
• We process data per our Privacy Policy (GDPR-compliant)
• You're responsible for data you upload (including legal rights and third-party consents)
• You warrant that uploaded data doesn't violate third-party rights
• We may use anonymized, aggregated data for service improvement
• You grant us necessary rights to process your data for service provision

7. Third-Party Integrations

• Integrations (Google Sheets, Meta Ads, GA4, etc.) governed by their own terms
• We're not responsible for third-party service changes, downtime, or data loss
• You're responsible for maintaining necessary API access and permissions
• You warrant you have legal rights to connect and process data from third-party sources

8. Support

• Support via in-app chat or info[at]useratio.io
• Response within 2 business days (German business hours: Mon-Fri, 9-17h CET)
• No guaranteed resolution times
• Support language: English, German
• Support scope: Technical issues, feature questions, billing inquiries

9. Warranties & Liability

9.1 Service Provided "As Is"

• No warranty of uninterrupted or error-free service
• Target uptime: 99% (monthly average, excluding planned maintenance)
• No warranty for accuracy of AI-generated insights or recommendations
• You're responsible for verifying AI outputs before business decisions

9.2 Limitation of Liability

• Maximum liability for all claims: total fees paid in last 12 months (minimum: €1,000)
• Not liable for indirect, consequential, or punitive damages
• Not liable for lost profits, data loss, business interruption
• Not liable for data loss if you didn't maintain backups
• Not liable for third-party integration failures

9.3 Statutory Liability (Germany)

• Liability for intent (Vorsatz) and gross negligence (grobe Fahrlässigkeit) remains unlimited
• Liability for damages to life, body, or health remains unlimited
• Liability under Product Liability Act remains unaffected
• §§ 276, 278 BGB provisions remain unaffected

9.4 Your Indemnification

You indemnify us against claims arising from:

• Your breach of these Terms
• Your violation of third-party rights
• Illegal content you upload
• Your use of third-party integrations

10. Intellectual Property

• All Service IP (software, design, algorithms, branding) belongs to Provider
• Your uploaded data and outputs belong to you
• We may use your company name/logo as reference customer (opt-out available)
• Feedback you provide may be used freely without compensation

11. Changes to Terms

• We may update Terms with 30 days advance notice via email to registered address
• Continued use after notice period = acceptance
• Right to terminate within notice period if you disagree with changes
• Notification to: info[at]useratio.io

12. General Provisions

12.1 Governing Law & Jurisdiction

• German law applies exclusively (excluding UN Sales Convention - CISG)
• Exclusive jurisdiction: Courts of Berlin, Germany
• This applies to all disputes arising from or related to these Terms

12.2 Language

• These Terms are provided in English
• In case of disputes, the English version prevails
• German translation available upon request

12.3 Severability

• If any provision is invalid, remaining Terms stay in effect
• Invalid provisions replaced by valid ones closest to intended purpose

12.4 Entire Agreement

• These Terms, Privacy Policy, and Order Form constitute entire agreement
• Supersedes all prior agreements, oral or written
• No side agreements exist unless in writing

12.5 Assignment

• You may not assign rights without our prior written consent
• We may assign to affiliates, subsidiaries, or in case of merger/acquisition
• You'll be notified of any assignment

12.6 Force Majeure

• Neither party liable for delays/failures due to circumstances beyond reasonable control
• Includes: natural disasters, war, strikes, government actions, internet/power failures
• Obligations suspended during force majeure; reasonable efforts to resume

12.7 Independent Contractors

• Parties are independent contractors
• No partnership, agency, or employment relationship created

13. Consumer Protection (Fallback)

If, despite Section 2, you qualify as a consumer under applicable law:

• You have a 14-day right of withdrawal from contract conclusion
• Withdrawal right lapses if you explicitly consent to immediate service start and acknowledge loss of withdrawal right
• At registration, you'll be asked to confirm immediate service access, which constitutes this consent
• Mandatory consumer protection laws of your country of residence apply
• You may bring claims in courts of your country of residence
• Nothing in these Terms restricts your statutory consumer rights

Withdrawal Instructions (Consumers Only): To exercise withdrawal right, send clear statement to:
Worqshop IO UG, Friedenstraße 3, 10249 Berlin, Germany
Email: info[at]useratio.io

14. Contact

Worqshop IO UG (haftungsbeschränkt)
Friedenstraße 3, 10249 Berlin, Germany
Email: info[at]useratio.io
Phone: +49 160 1517018

For all inquiries:

• Technical support: info[at]useratio.io
• Billing questions: info[at]useratio.io
• Legal matters: info[at]useratio.io