1. Scope
1.1 PERSENTIS GmbH, with its registered office in Salzburg (Hallein Transfer), entered in the Commercial Register of the Salzburg Regional Court under FN 535049 m (“PERSENTIS”), provides services related to the conduct, analysis, and evaluation of surveys. The business relationship between PERSENTIS and the customer (the “Customer,” and each Customer together with PERSENTIS, the “Contracting Parties”) shall be governed exclusively by these General Terms and Conditions, in the version valid at the time the contract is concluded.

1.2 These Terms and Conditions are binding for all current and future business transactions with PERSENTIS, even if no explicit reference is made to them. PERSENTIS expressly rejects any conflicting terms and conditions of the customer. Deviations from these Terms and Conditions, supplementary agreements, or any conflicting terms and conditions of the customer are effective only if PERSENTIS has agreed to them in writing.
1.3 PERSENTIS may amend the provisions of these General Terms and Conditions at any time without stating reasons; such amendments shall be announced on the respective website or by sending the contract text via email (to the email address most recently provided by the customer) prior to their entry into force. The amendments shall be deemed accepted if the customer has been informed of them by PERSENTIS and does not object to them in writing via email to office@persentis.com within 30 calendar days, beginning on the day following the announcement, or—whichever occurs first—expressly accepts these Terms and Conditions in the customer’s account profile. In the event of a timely objection to the changes, the contract shall be terminated with immediate effect.

2. Conclusion of the Contract / Subject Matter of the Contract
2.1 The customer may purchase service packages on the PERSENTIS website. Orders become binding for the customer upon acceptance of the terms and conditions and the General Terms and Conditions as part of an online booking. The contract is concluded upon the actual provision of services. The annual fee specified at the time of the order will be invoiced as a one-time payment plus any applicable taxes.
2.2 The scope of services to be provided by PERSENTIS is set forth in PERSENTIS’s service description. PERSENTIS has discretion within the specified framework.
2.3 PERSENTIS is entitled, at its sole discretion, to engage qualified third parties as subcontractors to carry out an order. PERSENTIS is liable to the customer for the conduct of subcontractors engaged by PERSENTIS in the same manner as for its own conduct.
2.4 Unless expressly agreed to be binding, specified service deadlines are only approximate and non-binding. Binding deadline agreements must be set forth in writing and confirmed in writing by PERSENTIS.
2.5 If PERSENTIS is in default regarding the fulfillment of an order, the customer may rescind the order after setting PERSENTIS a reasonable grace period of at least 14 days in writing and this period has elapsed without result.
2.6 Force majeure, labor disputes, natural disasters, pandemics and epidemics—in particular those caused by COVID-19—as well as other circumstances beyond PERSENTIS’s control or reasons for which PERSENTIS is not responsible and which delay the fulfillment of an order, shall in no event be attributable to PERSENTIS; in such cases, PERSENTIS is entitled to reschedule the performance period originally agreed upon in the order.
2.7 The order is a paid order. Upon completion of the online booking or confirmation by PERSENTIS, the customer’s obligation to pay arises in the agreed amount.

3. Customer’s Obligations to Cooperate
3.1 The customer agrees to provide PERSENTIS, in a timely and complete manner, with all information and documents necessary for the fulfillment of the order. The Customer shall inform PERSENTIS in a timely and ongoing manner of all circumstances relevant to the performance of the order. If incorrect, incomplete, or missing information results in non-conformity with the order or a delay, the Customer shall bear the costs incurred as a result and shall compensate PERSENTIS for any financial loss thereby incurred. If the customer fails to fulfill its obligations to cooperate in a timely manner or as agreed, binding deadlines shall no longer be valid. Taking into account PERSENTIS’s availability, the contracting parties are obligated in such a case to agree on new deadlines.
3.2 It is the customer’s responsibility to verify the accuracy of the information provided for the execution of the order and to check the documents provided by the customer for any copyright, trademark, or other third-party rights. PERSENTIS has no obligation to verify this. If claims are made against PERSENTIS due to such a legal infringement, the customer shall indemnify and hold PERSENTIS harmless.

4. Term / Termination of the Contract
4.1 PERSENTIS will provide its services for the term agreed upon in the contract. If no term has been agreed upon, the services will be provided for an indefinite period, and both parties waive their right to terminate the contract under ordinary terms for a period of 3 months. Upon expiration of the waiver of termination, both contracting parties are each entitled to terminate the contract in writing at any time with 4 weeks’ notice. In all other cases, the contracting parties’ ordinary rights of termination are excluded.
4.2 PERSENTIS is entitled to withdraw from a contract with immediate effect (without notice) if there is good cause. Such good cause exists, in particular but not exclusively, if
the execution of an order becomes impossible for reasons attributable to the customer, or continues to be delayed despite a written warning and the setting of a grace period of 14 days; there are justified concerns regarding the customer’s creditworthiness—even though no insolvency proceedings have been initiated against the customer—and the customer is unwilling, upon request by PERSENTIS, to make advance payments or provide suitable security; or bankruptcy or insolvency proceedings are initiated against the customer’s assets, or an application to initiate such proceedings is dismissed due to a lack of assets sufficient to cover costs, and this was not yet known to PERSENTIS at the start of the contract; should such a circumstance exist, the customer must inform PERSENTIS of this unsolicited prior to the conclusion of the contract.
4.3 In the event of PERSENTIS’s justified withdrawal from the contract, PERSENTIS retains the right to the full agreed-upon fee. This also applies in the event of an unjustified withdrawal by the customer.
4.4 The customer is entitled to withdraw from an order for good cause. Such good cause exists, in particular, if continuing the contract is no longer reasonable for the customer because PERSENTIS continues to violate material provisions of an order despite a written warning and the setting of a grace period of at least 14 days to remedy the situation.
4.5 The customer must pay in full for the services already rendered by PERSENTIS and the costs incurred up to that point, even in the event of justified withdrawal.

5. Fees / Terms of Payment
5.1 Remuneration is based on the prices agreed upon in the order. All prices are exclusive of statutory sales tax and any other taxes and public charges that may apply. All services provided by PERSENTIS within the scope of an order that are not expressly covered by the agreed-upon remuneration shall be billed separately. The client shall reimburse PERSENTIS for all out-of-pocket expenses, fees, travel costs, etc., incurred in the course of fulfilling the order, upon presentation of an invoice.

5.3 Unless otherwise agreed in writing, payment is due within 7 calendar days of receipt of the invoice, without any deductions. In the event of late payment, PERSENTIS is entitled to withhold all or part of the services under the order.
5.4 The customer is not entitled to set off counterclaims against claims by PERSENTIS, unless such counterclaims have been established by a court or acknowledged in writing by PERSENTIS.
5.5 If the customer provides a credit card and consents to automatic billing, the respective invoice amount due will be automatically charged to the provided card. The customer may revoke the automatic billing at any time with effect for future due dates.

6. Customer’s Delay in Payment
6.1 In the event of a delay in payment by the customer, PERSENTIS is entitled to charge late payment interest at a rate of 9.2% per annum above the most recent base rate announced by the European Central Bank, effective from the respective due date.
6.2 In the event of a delay in payment by the Customer, PERSENTIS is entitled to declare all services and partial services already rendered to the Customer due and payable. Furthermore, PERSENTIS is no longer obligated to provide further services until the outstanding amount has been settled.
6.3 Furthermore, in the event of late payment, the customer agrees to reimburse PERSENTIS for any reminder and collection fees, to the extent they are necessary for appropriate legal action. The assertion of further rights and claims remains unaffected.
6.4 In the event of a delay in payment, PERSENTIS is entitled to send reminders to the customer. The first reminder is sent 7 days after the due date; the second reminder is sent another 3 days later. If payment is still not received after an additional 3 days, PERSENTIS is entitled, upon sending the third reminder, to suspend products and services until full payment is received. The claim to the agreed-upon fee remains unaffected by this.
6.5 Cancellations and credit memos are documented via corresponding cancellation invoices or credit memos with their own document series and made available to the customer in the customer profile as well as via email.

7. Copyright and Rights of Use
7.1 All rights relating to the works created by PERSENTIS within the scope of an order (the “Work Commissioned”) shall remain with PERSENTIS. The client acknowledges that the sole copyright and all intellectual property rights—in particular to methods, processes and procedural techniques, analyses, research concepts, proposals, graphical and tabular representations, and other know-how of PERSENTIS—belong exclusively to PERSENTIS.
7.2 PERSENTIS is the sole owner of the materials generated during the performance of the contract, in particular any data carriers and written documents, as well as the data generated.
7.3 PERSENTIS grants the client an irrevocable, non-exclusive, non-transferable right to use the commissioned work for the agreed-upon purpose and scope of use. If no agreements have been made regarding the specific purpose and scope of use of the commissioned work, the commissioned work is available to the client exclusively for internal use. Any other use and/or exploitation of the commissioned work requires the written consent of PERSENTIS, subject to payment.
7.4 The customer acquires the right of use pursuant to Section 7.1 only upon full payment of the total fee plus any incidental costs.
7.5 Ownership of the commissioned work, including the content (photos, graphics, etc.) and branding elements (logos, taglines, campaigns, etc.) created by PERSENTIS as part of a commission, remains with PERSENTIS. Any modification, adaptation, imitation, quotation, or publication of the commissioned work requires the written consent of PERSENTIS, which is subject to a fee.
7.6 The rights granted to the Customer may only be transferred to third parties or sublicensed with the express prior written consent of PERSENTIS. PERSENTIS reserves the right to charge a separate fee for granting such consent.
7.7 The customer is liable to PERSENTIS for any unlawful use or exploitation of the commissioned work and shall indemnify and hold PERSENTIS harmless from any claims by third parties in this regard.

8. Attribution / Permission to Cite / Use of Data
8.1 Pursuant to Section 20 of the German Copyright Act (UrhG), PERSENTIS is entitled to affix its company name or logo to any commissioned work, as well as to any promotional material for such work or any publication regarding it. The form and duration of such identification may be agreed upon on a case-by-case basis.
8.2 PERSENTIS is entitled to name the client as a reference and to use all of the client’s trademarks (whether registered or unregistered), logos, and identifying marks in all media for its own advertising purposes.
8.3 Furthermore, subject to compliance with data protection regulations, PERSENTIS is entitled to use the results of commissioned works, surveys, and analyses for its basic research, in particular to prepare industry comparisons. PERSENTIS will ensure that such publications neither name the client nor contain any other references that could identify the client.

9. Warranty
9.1 The Customer acknowledges that PERSENTIS merely supports the Customer in making decisions through its services. However, these decisions are made by the Customer, not by PERSENTIS. PERSENTIS neither recommends nor endorses specific solutions, strategies, decisions, nor interpretations of the data or results provided in connection with the engagement. Furthermore, PERSENTIS excludes any implied or explicit recommendation for action. PERSENTIS is not liable for the commercial viability of the data it has collected, evaluated, and analyzed for use by the customer.
9.2 It is the client’s responsibility to report any defects in the service in writing immediately upon receipt of the deliverables, and in any case no later than 7 days after discovering such defects, providing a description of the defect; otherwise the service shall be deemed approved and accepted, thereby precluding the assertion of warranty and damage claims as well as the right to rescind the contract due to defects. The presumption provision of § 924 ABGB is excluded.
9.3 In the event of a justified and timely notice of defects, the customer is primarily entitled to rectification of the work. PERSENTIS shall remedy the defects within a reasonable period, provided that the customer is obligated to facilitate all measures necessary for the investigation and rectification of the defects. If PERSENTIS culpably fails to remedy the defects within a reasonable grace period, the customer is entitled to a proportionate price reduction. Costs incurred when engaging third parties despite PERSENTIS’s willingness to remedy the defects shall be borne by the customer.

9.4 PERSENTIS is entitled to refuse to remedy the defect if such remedy is impossible or would entail a disproportionately high cost for PERSENTIS. In this case, the customer is entitled to the statutory rights of rescission or reduction.
9.5 All claims for defects by the customer shall be barred by the statute of limitations six months after receipt or acceptance of the work ordered.

9.6 If it turns out during the rectification of defects that the customer is not entitled to improvement or new delivery, PERSENTIS is entitled to charge for the resulting expenses and the related services on the basis of the prices agreed in the order according to time and material.

10. Liability / Terms and Conditions for Subcontractors
10.1 To the extent permitted by law, PERSENTIS shall be liable, regardless of the legal basis, exclusively for damages caused by PERSENTIS through gross negligence or willful misconduct. PERSENTIS’s liability for slight negligence is excluded to the extent permitted by law.
10.2 PERSENTIS’s liability is in any case limited to the amount of the respective order value.
10.3 PERSENTIS shall not be liable for any indirect damages, lost profits, lost interest, lost savings, consequential damages, financial losses, or damages arising from third-party claims.

10.4 Likewise, no liability can be assumed for system failures, malfunctions, data loss, or viruses resulting from external attacks or other causes, unless such damages are caused by PERSENTIS through willful misconduct or gross negligence.
10.5 PERSENTIS does not guarantee the accuracy of content, particularly if such content was provided or approved by the customer.
10.6 The customer’s claims for damages expire six months after becoming aware of the damage and the party responsible for it, but no later than two years after the conduct by PERSENTIS that gave rise to liability.
10.7 PERSENTIS assumes no representations regarding quality, warranties of quality, or guarantees unless they are expressly identified as such in writing.
10.8 The customer acknowledges that the Terms of Use, Privacy Policy, and/or other contractual provisions between the customer and/or PERSENTIS and SurveyMonkey Europe UC (the “SurveyMonkey Terms”) apply and must be observed accordingly. The Customer agrees to indemnify and hold PERSENTIS harmless from any claims by SurveyMonkey Europe UC and/or its affiliates arising from a breach by the Customer and/or the end users of the SurveyMonkey Terms. These terms can be found here: https://www.surveymonkey.de/mp/legal/
10.9 The Customer agrees to fully indemnify and hold PERSENTIS harmless against any claims by third parties.
10.10 The provisions of this Section 10 apply to all claims for damages and other claims by the Customer, including pre-contractual and ancillary claims, regardless of the respective legal basis. Furthermore, the provisions of this Section 10 also apply in favor of employees and other agents of PERSENTIS.

11. confidentiality

The contracting parties undertake to treat the business and trade secrets of the respective other contracting party as well as information designated as confidential as confidential, unless disclosure is required by statutory provisions or official orders. The Contracting Parties shall further ensure that confidential information is only disclosed to persons who are either subject to a professional duty of confidentiality or who, as employees, representatives, agents, consultants or bodies of the Contracting Party concerned, require the confidential information for reasons of the proper management of the Contracting Party concerned. The Contracting Party concerned shall oblige the recipients to keep the Confidential Information confidential.

12 Applicable Law / Place of Jurisdiction / Place of Performance

12.1 Austrian law shall apply exclusively to all disputes arising out of or in connection with these Terms and Conditions and all legal relationships between PERSENTIS and its customers, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods and the conflict-of-laws rules of private international law.
12.2 For all disputes arising out of or in connection with these General Terms and Conditions and all legal relationships between PERSENTIS and its customers, the contracting parties agree that the court in Salzburg with subject-matter jurisdiction shall have exclusive jurisdiction.
12.3 The place of performance for deliveries and services provided by PERSENTIS is Salzburg/Hallein, Austria.

13. Final Provisions
13.1 Each party shall bear its own taxes, duties, or fees arising from the contractual relationship. Any legal transaction fees shall be borne by the customer.
13.2 PERSENTIS is entitled to transfer the contractual relationship to a third party at any time. The customer waives any right to object and hereby consents in advance to such a transfer or assignment of the rights and/or obligations arising from the contractual relationship.

13.3 Any amendments, additions, or collateral agreements to these General Terms and Conditions must be in writing to be effective. This also applies to any agreement to waive this formal requirement. In the event of any conflict between these General Terms and Conditions and any deviating written agreements between the contracting parties, the provisions of the deviating agreements shall prevail.
13.4 Should individual provisions of these General Terms and Conditions be or become invalid, this shall not affect the remainder of the General Terms and Conditions. The invalid provision shall be replaced by a valid provision that is legally enforceable and most closely reflects the economic intent of the contracting parties.
13.5 A “third party” within the meaning of these General Terms and Conditions is any natural or legal person who is legally distinct from the contracting parties, even if legal and/or economic relationships exist with such a person.

Version – As of January 2026