1. Scope of Application
1.1 PERSENTIS GmbH, with its registered office in Salzburg (Hallein Transfer), entered in the commercial register of the Landesgericht Salzburg under FN 535049 m ("PERSENTIS"), provides services related to the implementation, analysis, and evaluation of surveys. These Terms and Conditions, in their version valid at the time of the conclusion of the contract, shall apply exclusively to the business relationship between PERSENTIS and the customer (the "Customer", and each customer together with PERSENTIS the "Contracting Parties").

1.2 These Terms and Conditions are binding for all present and future business transactions with PERSENTIS, even if explicit reference is not made to them repeatedly. PERSENTIS expressly rejects any differing general terms and conditions of the Customer. Deviations from these Terms and Conditions, supplementary agreements, or any conflicting terms and conditions of the Customer shall only be effective if PERSENTIS has agreed to them in writing.
1.3 The provisions of these Terms and Conditions may be amended by PERSENTIS at any time without stating reasons. Such amendments shall be announced prior to their entry into force on the respective website or by sending the contractual text via email (to the email address last provided by the Customer). The amendments shall be deemed accepted if the Customer has been informed of the amendments and does not object to them in writing via email to office@persentis.com within 30 calendar days starting from the day following the announcement, or, depending on which event occurs earlier, if these Terms and Conditions are explicitly accepted in the Customer's profile. In the event of a timely objection to the amendments, the contract shall be terminated with immediate effect.

2. Conclusion of Contract / Subject Matter of the Contract
2.1 The Customer can purchase service packages on the PERSENTIS website. Orders become binding for the Customer by accepting the contractual terms and conditions and 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 is invoiced as a single amount plus any applicable taxes.
2.2 The scope of the services to be provided by PERSENTIS is set out in the PERSENTIS service description. PERSENTIS retains freedom of design within the specified framework.
2.3 PERSENTIS is entitled at its own discretion to engage qualified third parties as subcontractors to carry out an order. PERSENTIS shall be liable to the Customer for the conduct of subcontractors engaged by PERSENTIS as for its own conduct.
2.4 Stated performance deadlines are, unless explicitly agreed as binding, approximate and non-binding only. Binding appointment agreements must be recorded in writing and confirmed in writing by PERSENTIS.
2.5 If PERSENTIS is in default with the fulfillment of an order, the Customer may withdraw from the order after having set PERSENTIS a reasonable grace period of at least 14 days in writing and this period has expired to no avail.
2.6 Force majeure, labor disputes, natural disasters, pandemics, and epidemics, in particular due to COVID-19, as well as other circumstances beyond the control of PERSENTIS or reasons for which PERSENTIS is not responsible and which delay the fulfillment of an order, shall under no circumstances be the responsibility of PERSENTIS, and PERSENTIS shall be entitled in such cases to reset the performance period originally agreed in the order.
2.7 The order is an order subject to payment. Upon completion of the online booking or confirmation by PERSENTIS, the Customer's obligation to pay arises to the agreed extent.

3. Customer's Duties to Cooperate
3.1 The Customer undertakes to provide PERSENTIS in a timely and complete manner with all information and documents required for the fulfillment of the order. The Customer must inform PERSENTIS in a timely and ongoing manner of all circumstances that are significant for the execution of the order. If incorrect, incomplete, or omitted information leads to non-conforming service provision or delay, the Customer shall bear the resulting effort, and PERSENTIS shall be compensated for any financial damage resulting therefrom. If the Customer fails to fulfill their cooperation duties on time or as agreed, binding appointment agreements shall lose their validity. Taking into account the availability of PERSENTIS, the Contracting Parties shall be obliged in such a case to agree on new appointments.
3.2 It is incumbent upon the Customer to check the information provided for the execution of the order for correctness and the documents provided for any copyright and trademark rights or other rights of third parties. PERSENTIS is under no obligation to re-examine this. If PERSENTIS is held liable for any such infringement, the Customer shall hold PERSENTIS harmless.

4. Term / Termination of the Order
4.1 PERSENTIS services are provided for the term agreed in the order. Unless a term has been agreed, services are provided for an indefinite period, and both Contracting Parties waive their right to ordinary termination for a period of 3 months. After the waiver of termination expires, both Contracting Parties are entitled to terminate the order in writing at any time with a notice period of 4 weeks. In all other cases, the ordinary termination rights of the Contracting Parties are excluded.
4.2 PERSENTIS is entitled to withdraw from an order with immediate effect (without observing a notice period) if an important reason exists. Such an important reason exists in particular, but not exclusively, if
the execution of an order becomes impossible for reasons for which the Customer is responsible, or is further delayed despite a written warning and setting a grace period of 14 days; there are justified concerns regarding the creditworthiness of the Customer, against whom no insolvency proceedings have been opened, and the Customer is not willing to make advance payments or provide suitable security upon request by PERSENTIS; or bankruptcy or insolvency proceedings are opened against the Customer's assets or an application for the opening of such proceedings is dismissed for lack of assets covering the costs, and this was not yet known to PERSENTIS at the start of the contract; should such a circumstance exist, the Customer must notify PERSENTIS of this unrequested before concluding the contract.
4.3 In the event of its justified withdrawal from the contract, PERSENTIS retains the right to the entire agreed fee. This also applies in the event of unjustified withdrawal by the Customer.
4.4 The Customer is entitled to withdraw from an order for an important reason. Such an important reason exists in particular if the maintenance of the contract is no longer reasonable for them because PERSENTIS continuously breaches essential provisions of an order despite a written warning and setting a grace period of at least 14 days for remediation.
4.5 Services already provided by PERSENTIS up to that point and costs incurred must be paid in full by the Customer even in the event of their justified withdrawal.

5. Fee / Terms of Payment
5.1 The fee is based on the prices agreed in the order. All prices are exclusive of statutory VAT and all other taxes and public charges that may apply. All services provided by PERSENTIS within the scope of an order that are not explicitly covered by the agreed fee shall be remunerated separately. All out-of-pocket expenses, disbursements, travel costs, etc. arising in the course of order fulfillment must be reimbursed to PERSENTIS by the Customer upon invoicing.

5.3 In the absence of a deviating written agreement, the fee is due for payment within 7 calendar days of receipt of the invoice and without deduction. In the event of default of payment, PERSENTIS is entitled to withhold the services from the order in whole or in part.
5.4 The Customer is not entitled to offset counterclaims against claims by PERSENTIS unless such counterclaims have been established by a court or recognized in writing by PERSENTIS.
5.5 If the Customer stores a credit card and agrees to automatic collection, the respective due invoice amount will be automatically charged to the stored card. The Customer may revoke the automatic collection at any time with effect for future due dates.

6. Customer's Default in Payment
6.1 In the event of the Customer's default in payment, PERSENTIS is entitled to charge default interest at the rate of 9.2% p.a. above the base rate last announced by the European Central Bank from the respective due date.
6.2 In the event of the Customer's default in payment, PERSENTIS is entitled to declare all services and partial services already provided for the Customer immediately due. Furthermore, PERSENTIS is no longer obliged to provide further services until the outstanding amount is settled.
6.3 Furthermore, in the event of default in payment, the Customer undertakes to reimburse PERSENTIS for reminder and collection expenses, provided they are necessary for appropriate legal prosecution. The assertion of further rights and claims remains unaffected.
6.4 In the event of default in payment, PERSENTIS is entitled to send reminders to the Customer. The 1st reminder is sent 7 days after the due date, the 2nd reminder a further 3 days later. If no payment is made even after a further 3 days, PERSENTIS is entitled with the 3rd reminder to suspend products and services until full payment is received. The claim to the agreed fee remains unaffected by this.
6.5 Cancellations and credit notes are documented by corresponding cancellation invoices or credit notes with a separate document series and provided to the Customer in the customer profile and via email.

7. Copyright and Rights of Use
7.1 All rights in connection with the works created by PERSENTIS within the scope of an order (the "Work") shall remain with PERSENTIS. The Customer acknowledges that sole copyright and all proprietary rights, in particular to methods, procedures and process techniques, analyses, investigation concepts, proposals, graphic and tabular presentations, and other know-how of PERSENTIS, belong exclusively to PERSENTIS.
7.2 PERSENTIS is the sole owner of the material accumulated during the execution of the order, in particular any data carriers and written documents, as well as the accumulated data.
7.3 PERSENTIS grants the Customer an irrevocable, non-exclusive, non-transferable right of use to the respective Work for the agreed purpose and scope of use. If no agreements were made regarding the specific purpose and scope of use of the Work, the Work is available to the Customer exclusively for internal use. Any other use and/or exploitation of the Work requires the written consent of PERSENTIS subject to a fee.
7.4 The Customer acquires the right of use pursuant to point 7.1 only upon full payment of the total fee plus any incidental costs.
7.5 Ownership of the Work, including contents created by PERSENTIS within the framework of an order (photos, graphics, etc.) and branding elements (logos, claims, campaigns, etc.), remains with PERSENTIS. Any modification, processing, imitation, quotation, or publication of the Work requires the written consent of PERSENTIS subject to a fee.
7.6 The rights granted to the Customer may only be transferred to third parties or sublicensed with the explicit 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 Work and shall hold PERSENTIS harmless from any claims by third parties in this regard.

8. Attribution / Reference Permission / Data Usage
8.1 Pursuant to Section 20 of the Austrian Copyright Act (UrhG), PERSENTIS is entitled to affix its company name or a logo to every Work, as well as to any advertising material for it or any publication regarding it. The form and duration of the labeling can be agreed upon in individual cases.
8.2 PERSENTIS is entitled to name the Customer as a reference and to use all (protected or unprotected) trademarks, logos, and identifiers of the Customer in all media for its own advertising purposes.
8.3 Furthermore, in compliance with data protection regulations, PERSENTIS is entitled to use the results of the Works, surveys, and analyses for its basic research, in particular to compile industry benchmarks. PERSENTIS shall ensure that such publications neither name the Customer nor contain any other indications that would allow conclusions to be drawn about the Customer.

9. Warranty
9.1 The Customer acknowledges that PERSENTIS merely supports the Customer in its decisions with its services. However, these decisions are made by the Customer, not by PERSENTIS. PERSENTIS neither recommends nor endorses specific approaches, strategies, decisions, or interpretations of the delivered data or results in connection with the order. Furthermore, PERSENTIS excludes any implied or explicit recommendation for action. PERSENTIS is not liable for ensuring that the data collected, evaluated, and analyzed by it can be commercially exploited by the Customer.
9.2 It is incumbent upon the Customer to report any defects in the service in writing immediately after receipt of the Work, at the latest within 7 days of discovering them, describing the defect; otherwise, the service shall be deemed approved and accepted, which excludes the assertion of warranty and damages claims as well as the right to challenge errors due to defects. The presumption rule of Section 924 of the Austrian General Civil Code (ABGB) is excluded.
9.3 In the event of a justified and timely notice of defects, the Customer's primary right is rectification of the service. PERSENTIS will remedy the defects within a reasonable period, and the Customer is obliged to enable all measures necessary for the investigation and remediation of defects. If PERSENTIS culpably fails to perform rectification within a reasonable grace period, the Customer is entitled to a proportionate price reduction. Costs incurred by involving third parties despite PERSENTIS's readiness to remedy the defect shall be borne by the Customer.

9.4 PERSENTIS is entitled to refuse rectification of the service if it is impossible or entails disproportionately high effort for PERSENTIS. In this case, the Customer is entitled to the statutory rights of cancellation or price reduction.
9.5 All warranty claims by the Customer shall statute-bar within six months of receipt or acceptance of the Work.

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

10. Liability / Subcontractor Conditions
10.1 To the extent permitted by law, PERSENTIS shall be liable, regardless of the legal ground, exclusively for damages caused by gross negligence or intentional conduct on the part of PERSENTIS. Liability of PERSENTIS for slight negligence is excluded to the extent permitted by law.
10.2 The liability of PERSENTIS is in any case limited to the amount of the respective order value.
10.3 PERSENTIS shall not be liable for any indirect damages, loss of profit, loss of interest, unmaterialized savings, consequential and financial losses, or damages resulting from claims by third parties.

10.4 Likewise, no liability can be assumed for system outages, disruptions, data loss, and viruses resulting from external attacks or other reasons, unless such damages are caused intentionally or through gross negligence by PERSENTIS.
10.5 PERSENTIS does not vouch for the accuracy of content, especially if provided or approved by the Customer.
10.6 Claims for damages by the Customer expire six months from the knowledge of the damage and the tortfeasor, but at the latest two years after the behavior giving rise to liability by PERSENTIS.
10.7 Specifications, assurances of properties, and guarantees are only assumed by PERSENTIS if they are explicitly designated as such in writing.
10.8 The Customer acknowledges that the terms of use, privacy policies, and/or further contractual foundations between the Customer and/or PERSENTIS and SurveyMonkey Europe UC (the "Survey Monkey Terms") apply and must be taken into account accordingly. The Customer undertakes to hold PERSENTIS harmless from any claims by SurveyMonkey Europe UC and/or its affiliates arising from a breach of the Survey Monkey Terms by the Customer and/or end users. These terms can be found here: https://www.surveymonkey.de/mp/legal/
10.9 The Customer undertakes to fully hold PERSENTIS harmless against claims by third parties.
10.10 The provisions of this point 10 apply to all claims for damages and other claims by the Customer, including pre-contractual and ancillary contractual claims, regardless of the legal ground. Furthermore, the provisions of this point 10 also apply in favor of employees and other vicarious 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 law or official orders. The contracting parties shall furthermore 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 corporate bodies of the respective contracting party, require the confidential information for reasons of proper management of the respective contracting party. The respective contracting party must oblige the recipients to maintain the confidentiality of the confidential information.

12. Applicable Law / Place of Jurisdiction / Place of Performance

12.1 Austrian law shall apply exclusively to all disputes arising from or in connection with these Terms and Conditions and all legal relationships between PERSENTIS and its customers, excluding the UN Convention on Contracts for the International Sale of Goods and the referral norms of private international law.
12.2 For all disputes arising from or in connection with these Terms and Conditions and all legal relationships between PERSENTIS and its customers, the Contracting Parties agree on the exclusive jurisdiction of the competent court in Salzburg.
12.3 The place of performance for deliveries and services by PERSENTIS is Salzburg/Hallein, Austria.

13. Final Provisions
13.1 Each Contracting Party shall bear its own taxes, duties, or fees arising from the contractual relationship. Any 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 of objection and hereby consents in advance to such a transfer or assignment of rights and/or obligations arising from the contractual relationship.

13.3 Amendments, additions, and collateral agreements to these Terms and Conditions require written form to be effective. This also applies to the agreement to depart from this formal requirement. In the event of contradictions between these Terms and Conditions and deviating written agreements between the Contracting Parties, the provisions of the deviating agreements shall take precedence.
13.4 Should individual provisions of these Terms and Conditions be or become invalid, the remaining content of the Terms and Conditions shall not be affected. The invalid provision shall be replaced by a valid provision that has legal standing and comes closest economically to the intention of the Contracting Parties.
13.5 A "third party" within the meaning of these Terms and Conditions is any natural or legal person that is legally distinct from the Contracting Parties, even if legal and/or economic relationships should exist with such a person.

Version – As of January 2026