License and Usage Terms
Software-as-a-Service platform “ReviewBird”
Schild Roth SEO Agentur GmbH, Bismarckstr. 1–3, 50672 Cologne, Germany
Version 2.0.0, dated August 12, 2026.
Non-binding English translation. The German version prevails (Section 17(8)).
Preamble
ReviewBird is a cloud-based software solution for automating review requests and managing customer feedback. The platform is aimed at businesses and self-employed professionals across all industries with appointment-based or transaction-based business models, such as medical and dental practices, clinics, law and consulting firms, salons and beauty studios, hotels and accommodation providers, estate agents, expert assessors and comparable service providers. In particular, it can import data from appointment, calendar, CRM or other management systems used by the Customer, send review requests by SMS or email, capture internal feedback and enable access to public review platforms.
The separate Data Processing Agreement and the technical and organizational measures described therein apply in addition to the processing of personal data on behalf of the Customer. For Customers subject to a statutory or professional duty of confidentiality, the additional Confidentiality Agreement applies in addition.
Section 1 Scope and Definitions
(1) These Licence and Usage Terms (hereinafter the “Licence Terms”) apply to all contracts for the use of the Software-as-a-Service platform “ReviewBird” between Schild Roth SEO Agentur GmbH, Bismarckstr. 1–3, 50672 Cologne (hereinafter the “Provider”) and its customers. These Licence Terms constitute general terms and conditions within the meaning of Sections 305 et seq. of the German Civil Code (BGB).
(2) The offering is directed exclusively at entrepreneurs within the meaning of Section 14 BGB, legal entities under public law and special funds under public law. Contracts with consumers are excluded.
(3) “Customer” means any natural or legal person or partnership with legal capacity that books ReviewBird in the course of its commercial or self-employed professional activity during the registration, ordering or activation process.
(4) “End Customers” means the persons whose contact details or feedback the Customer processes using ReviewBird. Depending on the industry, these may include patients, clients, guests, purchasers or other recipients of services.
(5) “Customer Data” means all data and content that the Customer or a third-party system connected by the Customer transmits to ReviewBird, that is generated for the Customer through the contractual use, or that ReviewBird processes on behalf of the Customer. This does not include the software, the Provider’s internal system data or technical information that has no connection to the Customer or its use.
(6) “Request” means any message sent to an End Customer by SMS or email, whether triggered by the Customer or dispatched automatically in accordance with the Customer’s settings. The handover of the message to the relevant dispatch service provider is decisive for counting; repeated delivery attempts for the same message are not counted again.
(7) “Account” means the access to the platform created once for the Customer. “Business Entity” means an operational unit created by the Customer under its Account (a business or brand operated by the Customer); an Account may comprise several Business Entities. “Integration” means a review unit assigned to a Business Entity that aggregates reviews to exactly one business profile on a review platform (in particular one Google Business Profile). The Customer determines which organizational unit corresponds to an Integration; an Integration may in particular be a location (a place of business), but equally an individual person or other unit within a business with its own business profile. A Business Entity may comprise several Integrations. “Subscription” means the paid usage relationship for an individual Integration. Billing takes place per Integration; the Account and the Business Entity as such are free of charge (Section 9).
(8) Deviating terms and conditions of the Customer apply only if the Provider has expressly consented to their application in text form.
(9) Individual agreements remain unaffected. In the event of contradictions, the following order applies: the offer accepted by the Customer or the order, the annexes to these Licence Terms, the service description and these Licence Terms. The Data Processing Agreement takes precedence for data protection matters; the additional Confidentiality Agreement takes precedence with regard to the secrets protected therein.
Section 2 Formation of Contract, User Account and Money-Back Guarantee
(1) The presentation of ReviewBird on websites or in other media does not constitute a binding offer. The Customer submits a binding offer by completing the registration or ordering process. The contract is formed upon activation of the user account, express order confirmation or commencement of performance by the Provider.
(2) Before submitting its order, the Customer is given the opportunity to review and save these Licence Terms in a reasonable manner. Acceptance is logged together with the applicable version, date, time and user account.
(3) The Customer is obliged to provide complete and accurate information upon registration and ordering and to keep it up to date during the term of the contract. The Customer shall name at least one contact person authorized to give and receive contract-related declarations.
(4) User accounts are personal or clearly assigned to the Customer. Access credentials may only be made available to authorized users. The Customer shall notify the Provider without undue delay if it suspects loss, unauthorized use or any other compromise of access credentials.
(5) Money-back guarantee: If the review frequency of an Integration has not at least doubled in the first full calendar month of its paid term compared to the reference value under paragraph 6, the Provider shall, upon the Customer’s request in text form, refund in full the remuneration paid for the affected Subscription up to that point. This is subject to the condition that the Customer has fully used the monthly Request allowance booked for the Subscription in that calendar month and that the Requests were sent to valid, deliverable recipient addresses (for SMS: valid mobile numbers). Upon full refund, the affected Subscription ends; further statutory rights remain unaffected.
(6) Review frequency within the meaning of paragraph 5 means the number of new public reviews received on the business profile linked to the Integration during the relevant period. The reference value is the arithmetic mean of the monthly review frequency in the twelve calendar months preceding the start of the paid term (rolling 12-month average). The Provider determines both values on the basis of the publicly available review data of the linked business profile and shall disclose the calculation to the Customer upon request. A free trial period is not granted.
(7) Structure of Account, Business Entity and Integration: Upon registration, the Customer creates its Account and accepts these Licence Terms as a framework agreement. Under its Account, the Customer may create one or more Business Entities and assign one or more Integrations to each of them. A separate Subscription must be booked for each Integration. Each Subscription constitutes a separate order pursuant to paragraph 1, is formed upon its activation and is subject to these Licence Terms.
Section 3 Subject Matter and Scope of Services
(1) The Provider makes ReviewBird available to the Customer for the term of the contract via a telecommunications connection. The software is not supplied in source code or object code form.
(2) ReviewBird serves in particular to import and process appointment or transaction data, to trigger review requests automatically, to send the related SMS or emails to End Customers, to provide feedback and review pages and to display and evaluate feedback and review information. The specific scope of functions owed is determined by the tariff booked, the ordering process and Annex 1.
(3) Functions that have not been booked or that are designated “optional”, “beta”, “test”, “preview” or similar are not owed. Customer-specific developments, adaptations or consulting services require a separate agreement.
(4) Support is an inseparable part of the ReviewBird offering and is included in every tariff; the platform cannot be booked without support. The content and scope of support are governed conclusively by Section 6 and Annex 1. No separate support contract is concluded.
(5) The Provider owes the technical provision of the agreed functions, but not any particular number or quality of reviews, any particular star rating, any placement in search engines, review platforms or AI services, or any other commercial success.
(6) Where the Provider makes sample texts, technical notes or setup aids available, these do not constitute legal or tax advice in the absence of an express separate engagement. Assessing whether the specific use of ReviewBird within the Customer’s area of responsibility is lawful and suitable for its industry remains the Customer’s responsibility.
Section 4 Setup and Connection of Third-Party Systems
(1) To the extent this forms part of the scope of services booked, the Provider supports the technical connection of appointment, calendar, CRM, practice management or other third-party systems. The supported systems, access paths and data fields are set out in the service description or the setup process.
(2) The connection of a third-party system and the retrieval of data from a third-party system take place exclusively at the Customer’s instigation. The Customer itself stores the access credentials for the relevant third-party system in the area of its user account accessible to it alone, configures the import itself and starts the synchronization itself. The Provider does not obtain knowledge of these credentials and does not retrieve any data from a third-party system without an action triggered or configured by the Customer.
(3) The Customer shall create the legal, technical and organizational prerequisites required for the connection. It may connect or provide only such accounts, systems, data and access options as it is entitled to use and release. In particular, the Customer shall ensure that the connection it establishes and the retrieval it initiates are compatible with the contractual provisions and terms of use applicable to the relevant third-party system. This assessment is the Customer’s sole responsibility.
(4) The functionality of an integration may depend on systems, interfaces, approvals and technical specifications of third parties. The Provider does not owe the unchanged or permanent availability of a third-party system. It will take reasonable measures to adapt an agreed integration in the event of changes to the third-party system or to offer a suitable alternative, insofar as this is technically and economically reasonable.
(5) The Provider may temporarily restrict or suspend an integration where this is necessary due to a technical change, a security risk, a malfunction of the third-party system, a complaint by the third-party provider or other specific technical, security-related or legal circumstances. The Provider shall inform the Customer without undue delay unless statutory, official or security-related reasons prevent this.
(6) If an integration essential to the purpose of the contract permanently ceases to be available and the Provider is unable to provide an economically and functionally reasonable alternative within a reasonable period, either party is entitled to terminate the affected part of the contract for cause. Further rights remain unaffected.
(7) Where a plug-in, subdomain, DNS entry or email address under the Customer’s domain is set up for review or feedback pages, the domain, content and Customer-side systems remain within the Customer’s area of responsibility. Details of setup, maintenance and termination are set out in the service description.
Section 5 Sending of SMS and Emails
(1) Following configuration by the Customer, ReviewBird can trigger messages to End Customers by SMS or email. Sender, message text, triggering event, dispatch time, group of recipients, repetitions and blocking periods are governed by the settings selected by the Customer and the technical specifications of the platform.
(2) The Customer is responsible for selecting recipients, for the accuracy of the message content and for the existence of the legal bases and consents required for dispatch. It must document consents and withdrawals in a suitable manner and provide the Provider with the information required for automated consideration. In particular, the Customer shall note that consent given in the context of appointment processing does not replace consent to receive review requests for advertising purposes.
(3) The Provider provides for a frequency limit at platform level: no more than one Request is sent to the same End Customer within six months. This limit cannot be lifted by the Customer. Message texts do not contain the names of End Customers.
(4) The Customer may not use ReviewBird to send unsolicited unlawful advertising, to conceal the sender or to send otherwise abusive messages. The Provider is entitled to provide for further technical dispatch limits and block lists to protect recipients and systems.
(5) Withdrawals, unsubscriptions and other declarations by recipients received directly by the Customer must be recorded by the Customer in the systems provided for this purpose without undue delay. Where such declarations are received by the Provider, it will forward or process them within the technically provided procedure.
(6) Dispatch takes place using telecommunications, email or other dispatch service providers. Successful and timely delivery may depend in particular on the availability of the recipient, network operators, spam filters and third-party services and is not guaranteed.
(7) Requests exceeding the allowance included in the tariff booked are subject to the charges set out in Section 9 and Annex 1.
Section 6 Availability, Maintenance, Support and Further Development
(1) The Provider makes ReviewBird available with a technical availability of 99.0 % per calendar month. The decisive handover point is the exit of the data center used by the Provider to the internet.
(2) Announced maintenance windows totalling no more than eight hours per calendar month, necessary emergency maintenance, disruptions outside the Provider’s area of responsibility, force majeure and outages caused by the Customer, its systems or third parties engaged by it are disregarded when calculating availability.
(3) The Provider will announce plannable maintenance work at least 48 hours in advance and, where possible, carry it out outside support hours. Prior announcement may be omitted in the case of security-critical or urgent measures.
(4) Support is included in every tariff. It is provided Monday to Friday from 9:00 to 17:00 CET, with the exception of public holidays in the German federal state of North Rhine-Westphalia. The support channel is the support email address or ticket system stated in the user account.
(5) The included support covers the receipt and handling of fault reports, the remedying of defects in accordance with Section 11, support with setup and configuration within the agreed scope, and answering application questions relating to contractual use. Not included, and owed only against separate remuneration on a time and materials basis, are in particular training, extensive setup or migration work, individual developments, the maintenance of Customer Data and support for disruptions originating in the Customer’s area of responsibility or in a third-party system.
(6) Fault reports are handled according to their impact and urgency. Binding response or restoration times apply only where expressly agreed in Annex 1.
(7) The Provider engages only persons who are bound to confidentiality and committed to compliance with data protection requirements for support purposes. Access to personal Customer Data takes place only in accordance with Section 10(3) and (4).
(8) The tariff agreed at the time of contract formation and Annex 1 are decisive for the scope of functions owed. The Provider may further develop, update and technically modify ReviewBird provided that the agreed purpose of the contract and the essential functions are not unreasonably impaired. Security updates and legally or technically necessary changes may be made at any time.
(9) The Provider takes appropriate technical and organizational measures to protect the data it processes. Details, in particular regarding encryption, authorization concept, data backup and restoration, are set out in the Data Processing Agreement and the technical and organizational measures described therein.
Section 7 Rights of Use and Rights to Content
(1) The Provider grants the Customer a simple, non-exclusive, non-transferable and non-sublicensable right to use ReviewBird for its own business or professional purposes within the agreed scope for the term of the contract.
(2) Use is limited to the Integrations booked (Subscriptions) and the Request allowances agreed for each of them. Each Integration may be used only for the business profile assigned to it; use of the same Subscription for several business profiles is not permitted. Group companies, cooperation partners or other third parties may use ReviewBird only if expressly agreed.
(3) The Customer may not reproduce, rent out, resell or make ReviewBird publicly available, circumvent security features, or reverse engineer, decompile or disassemble the software, unless this is mandatorily permitted by law.
(4) All rights to ReviewBird, its technical structure, design, documentation and further development remain with the Provider or the respective rights holders.
(5) Rights to the content and Customer Data provided by the Customer as well as End Customer data remain with the Customer or the respective rights holders. The Customer grants the Provider the rights of use required for performance of the contract, limited in time to the term of the contract and in substance to the purpose of the contract.
(6) The Provider may use non-personal technical operating and system data that allows no conclusions to be drawn about content, End Customers or individual users, in aggregated form, to secure, control and improve the platform. Customer Data and End Customer data are not processed for the Provider’s own advertising, profiling, analysis or training purposes.
Section 8 Customer Obligations
(1) The Customer shall cooperate to the extent necessary for the setup and operation of ReviewBird. In particular, it shall provide required information, access, configurations, sender details and contact persons in good time.
(2) The Customer shall protect user accounts and access credentials in accordance with the state of the art, use appropriate passwords and multi-factor authentication where offered, and withdraw access from departed or no longer authorized users without undue delay. The Customer is not entitled to disclose access credentials to unauthorized third parties.
(3) The Customer shall check the settings, data mappings, message texts and automations it has configured before productive use. It shall inform the Provider without undue delay of errors, misdirected dispatches, unauthorized access and other security-relevant incidents.
(4) The Customer warrants that the data and content it provides may lawfully be processed and does not infringe third-party rights. In particular, it shall observe data protection, competition, copyright, trade mark, personality and professional law to the extent applicable to its use.
(5) The Customer may not use ReviewBird to distribute malware, to access third-party systems or data without authorization, to circumvent technical restrictions, to place excessive load on the platform or to process unlawful content.
(6) If the Customer becomes aware of unlawful or non-contractual use by an authorized user, it shall stop such use without undue delay and inform the Provider where measures by the Provider are required.
(7) The Customer is responsible for retaining its records and data as required by commercial, tax, professional or other statutory law. ReviewBird is not an audit-proof archive unless expressly agreed. In particular, the Customer shall note that End Customer data is deleted after six months in accordance with Section 10(5).
Section 9 Tariffs, Allowances, Remuneration and Payment Terms
(1) Billing takes place per Integration. A separate Subscription with its own tariff, its own monthly Request allowance, its own billing interval and its own remuneration is booked for each Integration. If the Customer maintains several Integrations under one or more Business Entities, a separate Subscription must be booked and paid for each Integration. The Account and the Business Entity as such are free of charge. The available tariffs, the included monthly Request allowances, the base remuneration and the charges for Requests exceeding the allowance are set out conclusively in Annex 1; the tariff selected for each Integration is decisive.
(2) The Customer selects a billing interval for each Subscription during the ordering process. With monthly billing, the base remuneration is invoiced monthly in advance. With annual billing, the base remuneration is invoiced annually in advance; it amounts to ten times the monthly base remuneration of the relevant tariff, so that two months are free of charge. Different Integrations of the same Customer may have different tariffs and billing intervals.
(3) The Request allowance included in the tariff is a monthly provisioning allowance per Integration (Subscription). It is available again in full at the beginning of each contract month. Allowances are not transferred between Integrations or aggregated. Unused Requests expire at the end of the respective contract month; they are neither carried over to the following month nor refunded or compensated. This applies accordingly to annual billing; the billing interval does not affect the monthly allocation of allowances.
(4) If the Customer exceeds the monthly allowance, dispatch is not interrupted. Each Request exceeding the allowance is subject to the tariff-based charge set out in Annex 1; billing takes place monthly in arrears. The Provider notifies the Customer as soon as 80 % and as soon as 100 % of the allowance has been reached.
(5) Once within any twelve contract months, the Provider will not invoice Requests that exceed the monthly allowance by no more than 10 % (tolerance corridor). From the second time the allowance is exceeded within the same period, all Requests exceeding the allowance are billed in accordance with paragraph 4.
(6) The Customer may switch to a higher tariff at any time (upgrade). The upgrade takes effect immediately. The base remuneration is recalculated on a pro rata basis for the current billing period; amounts already paid are credited. The allowance of the higher tariff is available in full for the current contract month from the time the upgrade takes effect, with Requests already used being taken into account.
(7) A switch to a lower tariff (downgrade) takes effect at the end of the respective contract term, i.e. at the end of the current contract month in the case of a monthly term and at the end of the current contract year in the case of an annual term. No pro rata refund of base remuneration already paid is made.
(8) Setup, training and other additional services are remunerated at the hourly rates notified and agreed upon commissioning or according to the agreed effort.
(9) Invoices are due upon receipt without deduction. Payment may be processed via Stripe or another payment service provider designated in the order. The Customer shall issue the payment orders required for the selected payment method and keep its payment details up to date.
(10) All prices are exclusive of statutory value added tax.
(11) The statutory provisions apply in the event of default in payment. The Provider may temporarily block access following a prior reminder and reasonable notice if the Customer is in default with a not insignificant amount. The payment obligation continues during a justified suspension.
(12) The Provider may increase the agreed base remuneration and the charge for Requests exceeding the allowance by up to 5 % with effect from the beginning of a renewal period. The increase will be communicated to the Customer in text form no later than six weeks before expiry of the notice period applicable to the current contract period. The agreed remuneration remains unchanged for the current contract period. An increase is permissible for the first time twelve months after the beginning of the paid contract term and thereafter no more than once within twelve months. Further price changes require the Customer’s consent.
Section 10 Data Protection, Customer Data and Confidentiality
(1) The parties shall comply with the applicable data protection provisions. Insofar as the Provider processes personal data on behalf of the Customer, the parties shall conclude an agreement pursuant to Article 28 GDPR before the relevant processing begins. In the event of contradictions on data protection matters, that agreement takes precedence over these Licence Terms.
(2) The Customer remains responsible for the purposes and essential means of processing its End Customer data. The Provider processes such data exclusively for the performance of the contract, in accordance with the Customer’s documented instructions and within the scope defined in the Data Processing Agreement.
(3) Personal End Customer data is stored in encrypted form. In normal operation, the Provider can view such data in the admin backend only in encrypted form. The Customer’s password is not known to the Provider and cannot be read by it; it remains solely within the Customer’s control. The Customer has access to its End Customer data in plain text exclusively in the area of its user account accessible to it alone.
(4) Decrypting access by the Provider to personal End Customer data is established only if and to the extent that the Customer submits a support request whose handling requires such access. Access is granted exclusively for the purpose and duration of the respective support request, limited to the extent necessary, logged, and withdrawn again once the support request has been completed. Otherwise, access by the Provider’s employees to personal Customer Data takes place only where necessary to remedy disruptions, for security purposes or to fulfill a documented instruction; details are governed by the Data Processing Agreement. The Customer’s access credentials for third-party systems connected by it cannot be viewed by the Provider.
(5) End Customer data is deleted automatically no later than six months after its collection in accordance with the deletion concept. Contract, billing, consent, security and access logs are retained for the period required to fulfill statutory documentation and retention obligations and to assert, exercise or defend legal claims; for access and dispatch logs this period is three years from the end of the year in which the contract ended. Details are governed by the Data Processing Agreement.
(6) The Provider engages sub-processors in accordance with the Data Processing Agreement. The current list and the information and objection procedure set out therein apply in addition.
(7) With Customers subject to a statutory or professional duty of confidentiality – such as members of the healthcare professions or the legal and tax advisory professions – the Provider concludes an additional Confidentiality Agreement before processing any such secrets. In the event of contradictions concerning the protected secrets, that agreement takes precedence over these Licence Terms.
(8) Both parties shall keep confidential all trade and business secrets and other information that is confidential by its nature or designation and that becomes known to them in connection with the contract. They shall use such information exclusively for the performance of the contract and make it available only to those persons who require it for that purpose and who are correspondingly bound.
(9) The confidentiality obligation does not apply to information that is demonstrably generally known, already lawfully known to the receiving party, lawfully communicated by an authorized third party or independently developed. Statutory and official disclosure obligations remain unaffected; where permissible, the other party shall be informed in advance.
(10) The general confidentiality obligation continues for three years after the end of the contract; for trade secrets, professional secrets and personal data it applies for as long as they require protection or a statutory obligation exists.
Section 11 Warranty Rights
(1) The Provider warrants that ReviewBird essentially has the agreed functions and is suitable for the agreed purpose described in Annex 1. Insignificant deviations and impairments do not give rise to warranty claims.
(2) The Customer shall report disruptions and defects without undue delay via the support channel provided for in Section 6(4) and describe them as precisely as possible. It shall support the Provider to a reasonable extent in analysis and remediation.
(3) The Provider may remedy a defect at its discretion by rectification, provision of a workaround or replacement of the affected function, provided that the purpose of the contract is thereby preserved.
(4) There are no warranty rights insofar as the impairment is based on use contrary to the contract, unsuitable Customer-side systems, an unagreed modification, exceeding agreed usage volumes or a third-party system outside the Provider’s area of responsibility.
(5) If remediation of the defect fails despite the setting of a reasonable deadline and use is materially impaired, the Customer may reduce the remuneration appropriately or terminate the affected part of the contract for cause. The right to self-remedy and to reimbursement of the expenses required for this is excluded except in urgent cases.
(6) The Provider’s strict liability for defects existing at the time of contract formation pursuant to Section 536a(1) alt. 1 BGB is excluded. Section 12 remains unaffected.
Section 12 Liability and Indemnification
(1) The Provider is liable without limitation in cases of intent and gross negligence, for culpable injury to life, body or health, under the German Product Liability Act and to the extent of an expressly assumed guarantee.
(2) In the event of slightly negligent breach of a material contractual obligation, the Provider is liable only for the foreseeable damage typical of the contract at the time of contract formation. Material contractual obligations are obligations whose fulfilment is essential to the proper performance of the contract and on whose observance the Customer may regularly rely. These include in particular the provision of access to ReviewBird and of the agreed core functions for importing transaction data and triggering review requests.
(3) Otherwise, liability for slight negligence is excluded. To the extent permitted by law, liability under paragraph 2 is limited to an amount equal to twelve times the monthly base remuneration per damaging event and to an amount equal to twenty-four times the monthly base remuneration per contract year. Decisive is the sum of the monthly base remuneration of all of the Customer’s active Subscriptions applicable at the time of the damaging event; in the case of annual billing, one twelfth of the respective annual remuneration is deemed the monthly base remuneration.
(4) The Provider is liable for delays, outages or data loss in third-party systems and networks only to the extent that it is responsible for the cause. The Provider is not liable for content, decisions or measures of public review platforms or other third-party services. The Provider’s responsibility for vicarious agents engaged by it for the performance of the contract remains unaffected in accordance with the above liability provisions.
(5) Claims for damages for lost profits, indirect damage and consequential damage are excluded in the case of slight negligence, unless the damage is typically foreseeable damage resulting from the breach of a material contractual obligation.
(6) The above limitations of liability also apply for the benefit of the Provider’s bodies, employees, representatives and vicarious agents.
(7) The Customer shall indemnify the Provider against justified third-party claims based on use of ReviewBird contrary to law or contract for which the Customer is responsible, on unlawful Customer Data or content, or on a culpable breach of the obligations under Section 4(3), Section 5 or Section 8. The Provider shall inform the Customer without undue delay of asserted claims, leave the defence to the Customer to a reasonable extent and make no adverse acknowledgements or settlements without the Customer’s consent.
Section 13 Term, Ordinary and Extraordinary Termination
(1) The Account and the framework agreement exist for as long as at least one Subscription is assigned to the Customer. Term, renewal and termination are governed by the following paragraphs for each Subscription (each Integration). The paid term of a Subscription begins upon its activation.
(2) The Customer selects between two term models for each Subscription when booking it:
a) Monthly term: the contract is concluded with a minimum term of one month and is renewed by a further month unless terminated by the end of the respective contract month.
b) Annual term: the contract is concluded with a minimum term of twelve months and is renewed by a further twelve months unless terminated with two months’ notice to the end of the respective term.
(3) The Customer’s right to initiate a switch to another data processing service or to its own ICT infrastructure pursuant to Section 14(5) with a notice period of no more than two months remains unaffected by paragraph 2. Section 14(12) applies to the resulting early termination.
(4) Termination may be declared in text form or via the function provided for this purpose in the user account.
(5) The right to extraordinary termination for cause remains unaffected. Insofar as the cause consists of a remediable breach of duty, prior warning with a reasonable period for remedy is generally required.
(6) Cause for the Provider exists in particular if, despite a warning, the Customer seriously or repeatedly breaches Section 4(3), Section 5, Section 7 or Section 8, endangers the operation or security of ReviewBird, or is in default with charges amounting to two monthly base remunerations.
(7) Instead of terminating, the Provider may temporarily block access or individual functions where this is necessary to avert a present security risk, to prevent continued legal violations or due to significant default in payment, and is the milder means compared to termination. The Provider shall inform the Customer and lift the block without undue delay once the reason has ceased to apply.
(8) Each Subscription may be terminated independently of the others; termination of one Integration does not affect the Customer’s remaining Subscriptions. A suspension pursuant to paragraph 7 or an extraordinary termination may be limited to the Subscription concerned insofar as the reason relates only to that Subscription. The Account and the framework agreement end when the Customer’s last Subscription has ended; the Provider may close an Account without an active Subscription after prior notice of 30 calendar days.
Section 14 End of Contract, Data Export and Switching Providers
(1) After the end of the contract, the Provider terminates automated dispatch and blocks productive access. The Customer may retrieve its exportable Customer Data within a retrieval period of 30 calendar days from the end of the contract in a structured, commonly used and machine-readable format (CSV and JSON), or request its transmission to a recipient designated by it, unless third-party rights or mandatory statutory reasons preclude this. Retrieval takes place upon the Customer’s request in text form; the Provider makes the data available within ten working days of receipt of the request via secured, time-limited access. No charges apply for retrieval within the statutory framework.
(2) Only data still stored at the time of the request can be exported. The Provider maintains a deletion concept for End Customer data with a storage period of six months from collection (Section 10(5)); older End Customer data is no longer available for export. After expiry of the retrieval period, the Provider deletes the Customer Data unless statutory retention obligations exist, further storage has been agreed in an individual case, or such storage is required to assert, exercise or defend legal claims. Data in backup copies is deleted or overwritten within the regular deletion cycle of 30 calendar days and blocked until then.
(3) Contract, billing, consent, security and access logs are stored only to the extent and for the period arising from the Data Processing Agreement, the deletion concept or statutory documentation and retention obligations. There is no blanket further use of End Customer data for the Provider’s own purposes.
(4) ReviewBird is provided as a data processing service within the meaning of Regulation (EU) 2023/2854. In addition to paragraphs 1 to 3, paragraphs 5 to 13 apply to switching providers, data portability and parallel use. Mandatory statutory rights of the Customer remain unaffected.
(5) During the term of the contract, the Customer may request a switch to a data processing service of the same service type, to its own ICT infrastructure, or the deletion of its exportable data. The switching request must be declared in text form and should specify the switching destination, the data concerned and any authorized recipient. The notice period applicable to initiating the switch is no more than two months.
(6) The Provider supports the switch after expiry of the notice period within a transitional period of generally no more than 30 calendar days. If this period cannot be met for technical reasons, the Provider shall inform the Customer within 14 working days of receipt of the switching request, stating the reasons and an alternative transitional period which may not exceed seven months. The Customer may extend the transitional period once by a period appropriate for its purposes.
(7) During the transitional period, the Provider maintains the contractually agreed functions, preserves a high level of security and informs the Customer of known risks to continuity. The Customer and any receiving provider engaged by it shall cooperate appropriately.
(8) The exportable data categories and digital assets, the available export formats, technical restrictions and the switching procedure are designated conclusively in Annex 2 and in permanently available online information at https://dashboard.reviewbird.io/legal/data-export. The data is provided in a structured, commonly used and machine-readable format. Trade secrets and rights of the Provider as well as protected third-party data remain safeguarded, unless their disclosure is required by law.
(9) For the duration of the switching procedure, the Provider makes an open interface and the documentation required for its use available to the Customer and to the receiving provider designated by it free of charge, to the extent required under Article 30 of Regulation (EU) 2023/2854.
(10) The contract is deemed terminated upon successful completion of the switch. The Provider confirms completion of the switch to the Customer and deletes the exported data after expiry of the retrieval period pursuant to paragraph 2.
(11) Until January 11, 2027, only such switching charges may be levied as are legally permissible and limited to the actual costs directly associated with the switch. From January 12, 2027, the Provider does not levy any switching charges. Charges for standard services until completion of the switch and for additionally commissioned services going beyond the statutory switching obligations remain unaffected.
(12) If a switch of providers leads to termination of the contract before expiry of an agreed annual term, the Customer owes proportionate compensation amounting to 50 % of the base remuneration agreed for the remaining term. No compensation is payable in the case of a monthly term. The standard service charges notified at the time of contract formation and any permissible switching charges remain unaffected.
(13) The Customer’s statutory rights to the parallel use of a further data processing service remain unaffected. The Provider removes the technical, contractual and organizational obstacles for which it is responsible and supports data portability in accordance with Article 34 of Regulation (EU) 2023/2854.
Section 15 Changes to Services and to these Licence Terms
(1) The Provider may change the services in accordance with Section 6(8). If a change leads to a more than insignificant restriction of an agreed material function, the Provider will announce it at least six weeks in advance. The Customer may terminate the contract for cause up to the time the change takes effect if continuation is unreasonable for it.
(2) The Provider may amend these Licence Terms with effect for existing contracts insofar as this is necessary due to a change in the legal situation or case law, to close a gap arising after contract formation, to adapt to new technical or organizational processes or to introduce new functions, and provided that the contractual balance is not materially shifted to the Customer’s disadvantage.
(3) Changes are communicated to the Customer in text form at least six weeks before they take effect. The Provider clearly points out the changes and their consequences. Changes to material contractual obligations, to the remuneration or to liability require the Customer’s express consent, unless a different adjustment is already permissible under these Licence Terms.
Section 16 Force Majeure
(1) Neither party is liable for non-performance or delayed performance of its obligations insofar as this is due to an event beyond its reasonable control that could not have been prevented even with reasonable care.
(2) This may include in particular natural events, war, terrorism, official measures, prolonged lawful industrial action, pandemics, widespread failures of energy or telecommunications networks and significant cyberattacks, provided that the affected party is not responsible for the effects.
(3) The affected party shall inform the other party without undue delay of the occurrence, expected duration and end of the event and shall endeavour to mitigate damage appropriately. If the disruption lasts longer than 30 calendar days and the purpose of the contract is materially impaired, either party may terminate the affected part of the contract for cause.
Section 17 Final Provisions
(1) The Customer may set off only against undisputed claims, claims established by final court decision or claims ready for decision. This restriction does not apply to counterclaims arising from the same contractual relationship. The Customer may exercise a right of retention only on the basis of counterclaims arising from the same contractual relationship.
(2) The Customer may transfer rights and obligations under the contract only with the Provider’s prior consent in text form. Section 354a of the German Commercial Code (HGB) remains unaffected. The Provider may transfer the contract in the context of a transfer of the business operation or of the ReviewBird product to an affiliated or acquiring company if this does not cause the Customer unreasonable disadvantages; the Customer shall be informed in advance.
(3) Legally relevant declarations may be made in text form unless a stricter form is required by law. Changes to contact details must be communicated to the other party without undue delay.
(4) German law applies to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
(5) If the Customer is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction is Cologne, Germany. The Provider remains entitled to bring proceedings against the Customer at the Customer’s general place of jurisdiction.
(6) Should individual provisions of these Licence Terms be or become invalid in whole or in part, the validity of the remaining provisions remains unaffected. The statutory provisions take the place of the invalid provision.
(7) Annex 1 (Overview of Services and Conditions) and Annex 2 (Exportable Data Categories and Export Procedure) form part of these Licence Terms.
(8) These Licence Terms are concluded in the German language. The Provider may make translations into other languages available; these serve information purposes only. In the event of discrepancies or questions of interpretation, the German version alone is authoritative. The same applies to the Data Processing Agreement, the additional Confidentiality Agreement and the annexes.
Annex 1 – Overview of Services and Conditions
The following details form part of the contract in the form selected during the ordering process. All prices are net and exclusive of statutory value added tax.
The tariffs and prices apply per Integration (Subscription). An Account may comprise several Business Entities and, per Business Entity, several Integrations; a separate Subscription must be booked for each Integration. The Account and the Business Entity are free of charge. Each Subscription may have its own tariff, its own billing interval and its own term, and may be terminated individually.
1. Tariffs and allowances (per Integration)
| Tariff | Included allowance | Monthly | Annually | Price per Request |
|---|---|---|---|---|
| Starter | up to 50 Requests / month | € 99.00 | € 990.00 | € 1.98 |
| Basic | 51–100 Requests / month | € 199.00 | € 1,990.00 | € 1.99 |
| Growth | 101–300 Requests / month | € 279.00 | € 2,790.00 | € 0.93 |
| Pro | 301–600 Requests / month | € 399.00 | € 3,990.00 | € 0.67 |
| Individual | from 601 Requests / month | on request | on request | on request |
With annual billing, the base remuneration amounts to ten times the monthly base remuneration; two months are free of charge. The “Price per Request” column is a non-binding comparison figure based on the full allowance.
2. Requests exceeding the allowance
The charge for Requests exceeding the monthly allowance is tiered by tariff and applies uniformly to SMS and email:
| Tariff | Charge per additional Request | Note |
|---|---|---|
| Starter | € 1.96 net | upgrading to a higher tariff is regularly more economical |
| Basic | € 1.96 net | upgrading to a higher tariff is regularly more economical |
| Growth | € 1.00 net | |
| Pro | € 0.67 net | equals the regular price per Request in the Pro tariff |
| Individual | as agreed |
| Item | Agreement |
|---|---|
| Billing | monthly in arrears |
| Tolerance corridor | once per 12 contract months, up to 10 % excess free of charge |
| Notification | upon reaching 80 % and 100 % of the allowance |
| Expiry of allowance | monthly; no carry-over, no refund |
3. Key contractual data
| Item | Agreement |
|---|---|
| Billing unit | per Integration (separate Subscription per Integration); Account and Business Entity free of charge |
| Structure | Account → Business Entity/Entities → Integration(s); Subscription per Integration |
| Tariff / product | ReviewBird [selected per Integration during ordering] |
| Start of contract | per Subscription upon activation |
| Money-back guarantee | doubling of the review frequency in the first full calendar month versus the 12-month average, otherwise full refund (Section 2(5) and (6)) |
| Term model | per Subscription: monthly term (termination to end of month) or annual term (12 months, two months’ notice); each Subscription individually terminable |
| Tariff change | per Subscription: upgrade immediately with pro rata billing; downgrade at end of term |
| Integrations | unlimited; a separate Subscription per Integration |
| Scope per Subscription | exactly one Integration (one business profile) |
| Message channels | SMS and email |
| Frequency limit | max. 1 Request per End Customer within 6 months |
| Support | included in every tariff; Mon–Fri 9:00–17:00 CET (excl. public holidays in NRW); email / ticket |
| Response time | according to urgency; no binding commitment |
| Availability | 99.0 % per calendar month |
| Maintenance window | max. 8 hours per calendar month, announced 48 hours in advance |
| Hosting | Hetzner Online GmbH, data center in Germany |
| Operational deletion period | End Customer data 6 months from collection |
| Logs | access and dispatch logs 3 years from the end of the year of contract termination |
| Backup deletion cycle | 30 calendar days |
| Data export | categories and procedure per Annex 2; formats CSV and JSON |
Annex 2 – Exportable Data Categories and Export Procedure
This annex conclusively designates the exportable data categories and digital assets within the meaning of Section 14(8) as well as the procedure for data export and for switching providers. It is kept permanently available in identical wording at https://dashboard.reviewbird.io/legal/data-export.
1. Exportable data categories
| Category | Scope |
|---|---|
| Master data of the Customer account | company name, address, contact persons, Integrations, user accounts (excluding passwords) |
| End Customer contact details | name, telephone number, email address, internal identifier – insofar as still stored at the time of the request |
| Consent status | status, time, channel and time of withdrawal of the respective consent |
| Feedback and reviews | internally captured free-text feedback and reviews including timestamps |
| Dispatch and delivery logs | time, channel, triggering event and delivery status per Request |
| Customer configuration data | trigger rules, blocking periods and sender details set by the Customer itself |
| Billing data | invoices, usage overviews and tariff history |
2. Non-exportable components
The following components are not subject to export because they constitute trade secrets or protected rights of the Provider or of third parties, or have no connection to the Customer:
| Component | Reason |
|---|---|
| Software, source code, system architecture | rights of the Provider; Section 3(1) |
| Evaluation, scoring and prioritization logic | trade secret of the Provider |
| Message and page templates provided by the Provider | trade secret and rights of the Provider |
| Automation, trigger and frequency rules of the platform | trade secret of the Provider |
| Aggregated benchmark and comparison data | trade secret; no Customer reference |
| Internal system and security logs without Customer reference | no Customer reference; security interest |
| Data of other customers | third-party rights |
3. Formats and procedure
Formats: CSV (UTF-8, semicolon-separated) and JSON. At the Customer’s request, only one of the two formats will be provided.
Request: in text form to the support address stated in the user account, specifying the desired data categories and format. In the case of a switching request pursuant to Section 14(5), the switching destination and any authorized recipient must also be specified.
Provision: within ten working days of receipt of the request via secured, time-limited download access or, at the Customer’s request, directly to a recipient designated by it.
Charges: no charges apply for export within the statutory scope and for supporting the switch of providers. Services going beyond this – in particular preparation in a vendor-specific target format, substantive cleansing of data or accompanying the migration – are remunerated on a time and materials basis.
Restrictions: only data still stored at the time of the request is exported. End Customer data is subject to the deletion concept under Section 10(5) with a storage period of six months from collection.