Terms of Service

1. Scope of service

1.1 Usantis provides a software-as-a-service platform through which non-EU businesses can appoint an EU representative pursuant to Article 27 GDPR and manage related compliance workflows (the Service).

1.2 The Service is offered exclusively to businesses (B2B). It is not directed at consumers within the meaning of § 13 BGB.

1.3 The Service is not legal advice. Usantis is not a law firm and does not provide individualised legal counsel.

2. Account and eligibility

2.1 To use the Service, the Customer must create an account, provide accurate identification information and complete onboarding, which includes identity verification (Stripe Identity).

2.2 The Customer is responsible for safeguarding its credentials and for all activity that occurs under its account. Multi-factor authentication is mandatory for Premium-tier accounts.

2.3 We may refuse onboarding or terminate an account where (a) identity cannot be verified, (b) the Customer or any beneficial owner appears on a sanctions list, (c) the intended processing is unlawful, or (d) we are required to do so by law.

3. Service plans, fees and taxes

3.1 The Service is offered in two subscription tiers (Standard and Premium) with monthly or annual billing.

3.2 Prices are stated in US Dollars (USD) and are exclusive of VAT. For B2B Customers within the EU with a valid VAT identification number, the reverse-charge mechanism (§ 13b UStG) applies.

3.3 Fees are invoiced in advance via Stripe, Inc. Tax calculation via Stripe Tax based on the Customer’s declared place of business.

3.4 Price adjustments. We may adjust prices once per calendar year, effective at the next renewal of the relevant subscription. Adjustments are limited to (a) the change in the Eurostat Harmonised Index of Consumer Prices (HICP) for the euro area between the two most recent published annual values, plus (b) a documented pass-through of cost increases by core sub-processors (hosting, payment, eIDAS signature, KYC), each capped at the documented amount. Notice at least 60 days in advance. If the adjustment exceeds the HICP-change by more than five (5) percentage points, the Customer has a special right to terminate.

4. Term, renewal and termination

4.1 Subscriptions renew automatically at the end of each billing period. Either party may terminate at the end of the current period.

4.2 The Customer may terminate immediately for good cause if (a) we materially breach these Terms and fail to cure within 30 days of written notice, or (b) we become insolvent.

4.3 We may terminate immediately for good cause if (a) the Customer fails to pay undisputed amounts within 30 days, (b) the Customer materially breaches these Terms, (c) the Customer is sanctioned or becomes insolvent, or (d) we are required to do so by law.

4.4 Upon termination, the Power of Attorney remains effective for 30 days to allow orderly handover.

5. Cancellation and refunds

5.1 Refunds are governed by our Refund Policy, which forms an integral part of these Terms (14-day money-back guarantee; pro-rata annual refund; SLA service credits).

5.2 Already-rendered EU representative activities (in particular, processed data-subject requests or authority communications) are deemed delivered and are not refundable.

5.3 No statutory right of withdrawal. No statutory right of withdrawal under § 312g BGB or comparable consumer-protection provisions applies, as the Service is concluded exclusively with business entities (B2B) within the meaning of § 14 BGB.

6. Customer obligations

6.1 The Customer must (a) provide and maintain accurate and complete information, (b) execute the Power of Attorney within 7 days of subscription activation, (c) keep contact channels for legal and data protection matters operative, and (d) cooperate with us in good faith.

6.2 The Customer must ensure that its own processing of personal data complies with the GDPR. The appointment of an EU representative does not transfer controller or processor responsibility under Article 27(5) GDPR.

6.3 The Customer is solely responsible for the content of its own privacy notices, including the correct citation of the EU representative and contact channels.

7. Acceptable use

Use of the Service is subject to the Acceptable Use Policy at usantis.com/aup, which forms an integral part of these Terms.

8. Intellectual property

All rights, title and interest in the Service remain with Usantis or its licensors. Usantis grants the Customer a non-exclusive, non-transferable, revocable right to use the Service during the subscription term for internal business purposes.

9. Confidentiality

Each party will treat as confidential all non-public information of the other party. The obligation survives termination for three (3) years; for trade secrets and personal data indefinitely.

10. Data protection

10.1 The processing of personal data by Usantis on behalf of the Customer is governed by the Data Processing Agreement (DPA), an integral part of these Terms.

10.2 Usantis maintains technical and organisational measures appropriate to the risk, including TLS 1.3 in transit, encryption at rest, field-level AES-256-GCM for sensitive personal data, RBAC with mandatory MFA for administrative access, and an append-only audit log with cryptographic hash chain.

11. EU representative service (Article 27 GDPR)

11.1 As part of the Service, Usantis (acting through Manuele Fink) is appointed by the Customer as its EU representative under Article 27 GDPR. The appointment is documented in a separate Power of Attorney executed via our eSignature provider (Skribble).

11.2 The EU representative is authorised to (a) receive communications from supervisory authorities and data subjects, (b) maintain a copy of the records of processing activities under Article 30 GDPR, and (c) cooperate with supervisory authorities.

11.3 The appointment does not affect the responsibilities of the Customer as controller or processor (Article 27(5) GDPR).

12. Warranties and remedies

12.1 We warrant that the Service will materially conform to its documented description.

12.2 Remedies for non-conformity. If the Service is not materially in conformity, the Customer shall notify Usantis in writing. Usantis shall remedy the non-conformity within a reasonable period (typically 30 calendar days) by subsequent performance. If subsequent performance fails or is unreasonable, the Customer may proportionately reduce the subscription fee for the affected period or extraordinarily terminate the affected subscription. Damages may be claimed in addition within Section 13.

12.3 Except as expressly stated, further warranties are excluded to the maximum extent permitted by law.

13. Limitation of liability

13.1 Usantis is liable without limitation for damages resulting from injury to life, body or health caused by a culpable breach of duty, for damages caused intentionally or by gross negligence, for damages from fraudulent concealment, under the German Product Liability Act, and within the scope of any warranty expressly assumed.

13.2 In the event of simple negligence, Usantis is only liable for the breach of a cardinal duty. Liability is then limited to the foreseeable damage typical for this type of contract.

13.3 Aggregate cap. To the maximum extent permitted by law, the aggregate liability of Usantis for all contractual claims is limited to the greater of (a) the total fees paid under the affected subscription during the twelve (12) months preceding the event, and (b) fifty thousand euros (EUR 50,000) per contract year.

13.4 Carve-out for Art. 82 GDPR. The cap in 13.3 applies only to contractual claims between Usantis and the Customer. It does not apply to and does not limit the statutory direct liability of either party to a data subject under Article 82 GDPR or other liability that cannot be limited by contract under mandatory law.

13.5 The above limitations apply also to breaches by Usantis’ vicarious agents.

14. Mutual indemnification

14.1 Customer indemnification. The Customer shall indemnify Usantis against third-party claims arising out of (a) the Customer’s breach of these Terms, (b) the Customer’s unlawful processing of personal data, or (c) the Customer’s misrepresentation of facts during onboarding.

14.2 Usantis indemnification. Within the limits of Section 13, Usantis shall indemnify the Customer against third-party claims alleging that the Customer’s authorised use of the Service infringes third-party intellectual property rights in the EU/EEA, the United Kingdom or the United States. As remedy, Usantis may (i) modify the Service to be non-infringing, (ii) procure a licence, or (iii) terminate the affected subscription with a pro-rata refund.

14.3 The indemnifying party shall be promptly notified and shall control the defence; the indemnified party shall provide reasonable cooperation at the indemnifying party’s expense.

15. Force majeure

15.1 Neither party is liable for delays or failures caused by events beyond its reasonable control, including, by way of example: natural disasters, war, terrorism, civil unrest, pandemics, cyber-attacks on material third-party infrastructure (Hetzner, Stripe, Skribble), governmental or judicial orders, embargoes, strikes affecting third-party providers, interruption of internet backbones, telecommunication outages.

15.2 The affected party shall notify within five (5) business days, mitigate, and resume performance as soon as possible. If the event persists for more than 30 days, either party may terminate the affected subscription.

16. Changes to the Terms

16.1 Enumerated grounds. We may amend these Terms only on the basis of: (a) mandatory change of applicable law or court decision, (b) order or formal recommendation of a competent supervisory authority, (c) replacement or addition of a sub-processor, (d) modification of security requirements made necessary by new threat intelligence, (e) clarifications that do not materially shift the balance of rights and obligations.

16.2 We notify the Customer in writing at least 30 days in advance.

16.3 Material changes that affect rights or obligations grant a special right to terminate at the end of the current paid period.

16.4 Changes outside the enumerated grounds in 16.1 — in particular price changes (governed by 3.4) or scope changes — require the Customer’s active acceptance and do not take effect by silence.

17. Governing law and jurisdiction

17.1 German law applies, excluding CISG and conflict-of-laws.

17.2 Exclusive jurisdiction is Berlin, Germany, to the extent permitted by mandatory law.

18. Set-off and retention

The Customer may set off against claims of Usantis only with undisputed or legally established counter-claims. The Customer may exercise a right of retention only to the extent its counter-claim arises from the same contractual relationship.

19. Hierarchy of contract documents

In case of conflict, the following order applies in descending order: (1) individually negotiated order form or rider, (2) the Data Processing Agreement for data-protection matters, (3) these Terms of Service, (4) the Refund Policy, (5) the Service Level Agreement, (6) the Acceptable Use Policy, (7) the Power of Attorney.

20. Language — master prevailing rule

These Terms exist in English and German. For Customers domiciled in the German-speaking area (DACH: Germany, Austria, Switzerland), the German version prevails in case of conflict; for all other Customers, the English version prevails. This rule extends to all ancillary documents (Refund Policy, Cookie Policy, Acceptable Use Policy) unless those documents specify otherwise.

21. Severability

Should any provision be or become invalid, the remaining provisions remain in force. The invalid provision shall be replaced by a valid provision that comes as close as possible to its economic purpose.

22. Entire agreement

These Terms, together with the DPA, Refund Policy, SLA, AUP and Power of Attorney, constitute the entire agreement, subject to the hierarchy in Section 19.

23. Notices and contact

Notices to Usantis: [email protected]. Notices to the Customer: registered email in the Customer Dashboard.