General Terms and Conditions (SaaS)

Provider: Kultify GmbH, Lorenzer Platz 5A, 90402 Nuremberg, Germany (hereinafter “Kultify” or “Provider”).

1. Scope, Definitions and Order of Precedence

1.1 These General Terms and Conditions (hereinafter “GTC”) apply to all contracts between Kultify and the customer regarding the use of the platform provided by Kultify as Software-as-a-Service (hereinafter “Software” or “platform”) and any related services (hereinafter “Services”).

1.2 Kultify’s offering is directed exclusively at entrepreneurs within the meaning of § 14 BGB (German Civil Code), legal entities under public law and special funds under public law. It is not directed at consumers.

1.3 Deviating, conflicting or supplementary general terms and conditions of the customer shall not become part of the contract unless Kultify expressly agrees to their validity in text form. This applies even if Kultify renders the service without reservation while aware of such terms.

1.4 Individual agreements made between the parties shall in all cases take precedence over these GTC (§ 305b BGB).

1.5 In the event of conflicts, the following order of precedence applies: (1) Kultify’s individual offer or offer letter, including the annexes referenced therein (hereinafter the “Offer”); (2) the data processing agreement (hereinafter “DPA”) for matters concerning the processing of personal data; (3) these GTC; (4) the applicable service description.

1.6 A “participant” is a natural person whose responses are collected and analysed as part of a survey. A “user” is a person authorised by the customer with access to the platform. The “service description” is the applicable description of the Software’s scope of functions, which Kultify makes available to the customer in the Offer or by other means (e.g. via the website).

2. Subject Matter and Service Description

2.1 Kultify provides the customer with a SaaS platform for the quantitative collection and analysis of corporate culture, employee engagement and employee feedback. Collection takes place via standardised, digital surveys; the analysis is carried out automatically and made available to the customer in digital form.

2.2 The specific scope of functions and services is set out in the service description and the Offer.

2.3 As an additional service, Kultify may offer advice and support in setting up and conducting surveys (hereinafter “advisory services”). The scope, remuneration and conditions of the advisory services are governed by the individual Offer. Unless expressly agreed otherwise, advisory services follow the term of the SaaS contract.

2.4 The Software is made available to the customer for use via the internet; it remains on the infrastructure of Kultify or its sub-contractors. The handover point for the service is the exit of the data centre used by Kultify into the internet. The customer is responsible for the internet connection between this handover point and the customer’s systems, as well as for the hardware and software required on the customer’s side; Kultify provides no warranty in this respect.

2.5 Kultify is entitled to continuously develop, update and adapt the Software. Section 17 applies to material changes that adversely affect the customer.

3. Conclusion of Contract

3.1 The contract is concluded by an Offer from Kultify and its acceptance by the customer, or by Kultify confirming an order placed by the customer in text form. Kultify does not offer self-registration with immediate conclusion of contract via the website (“self-service”).

3.2 A free trial period exists only insofar as expressly agreed in the Offer. The conditions of any trial or pilot period are governed by the Offer.

4. Rights of Use

4.1 For the duration of the contract, Kultify grants the customer a simple (non-exclusive), non-transferable and non-sublicensable right, limited in time to the contract term, to use the Software via the internet to the contractually agreed extent. Insofar as agreed in the Offer, this right of use also extends to the customer’s affiliated companies within the meaning of §§ 15 et seq. AktG; the customer is responsible for those companies’ compliance with these GTC. The Offer may contain deviating or supplementary provisions on the scope and form of the right of use; these take precedence over this Section 4.1.

4.2 The usable scope of service follows from the Offer. The units agreed there (e.g. number of participants, users or any other volume) denote the scope of usable service, not the right to use the Software under Section 4.1. The billing of services exceeding the agreed scope is governed by Section 5.

4.3 The customer may use the Software only for its own contractually defined purposes and may not make it available to third parties for use, with the exception of the affiliated companies authorised under Section 4.1. Reproduction, modification or reverse engineering of the Software is permitted only within the limits of §§ 69d, 69e UrhG (German Copyright Act).

4.4 The rights of use end upon termination of the contract.

5. Remuneration and Payment Terms

5.1 Remuneration is governed by the Offer. Depending on the agreement, it may in particular be licence-based, subscription-based or service-based. All prices are exclusive of the applicable statutory value added tax and any other taxes and levies.

5.2 Services exceeding the scope agreed in the Offer (e.g. additional participants) are invoiced subsequently. Unless otherwise agreed in the Offer, these amounts fall due on the first day of the following month.

5.3 Unless otherwise agreed in the Offer, invoices are payable without deduction within thirty (30) days of receipt. In the event of default, the statutory provisions apply. Invoices may be transmitted electronically (in text form).

5.4 The customer may set off claims against Kultify only with undisputed or legally established counterclaims, and may exercise a right of retention only insofar as it is based on the same contractual relationship.

6. Availability, Maintenance and Fault Remediation

6.1 Kultify makes the Software available for use with economically reasonable effort and endeavours to achieve the highest possible availability. No specific availability rate is owed.

6.2 Kultify is entitled to carry out maintenance, adaptation and update work. Where possible, this will be scheduled during off-peak periods; Kultify will, where possible, inform the customer in advance of major planned maintenance that significantly affects accessibility. A temporary interruption or impairment of accessibility during such work does not constitute a defect.

6.3 The customer must report access errors or disruptions in text form without undue delay after becoming aware of them, stating the circumstances necessary for fault identification. Kultify remedies reported disruptions within a reasonable period and acts with due care in doing so.

6.4 During short, planned maintenance interruptions within the meaning of Section 6.2, the obligation to pay the ongoing fees continues. The customer’s statutory rights in the event of a not merely insignificant impairment of usability (in particular under Section 11) remain unaffected.

6.5 Section 18 applies to events of force majeure.

7. Customer’s Obligations to Cooperate

7.1 The following obligations are principal obligations of the customer and not mere incidental duties.

7.2 The customer uses the Software only in accordance with the contract and within the applicable statutory provisions. It does not upload any infringing or unlawful content and ensures that the content it uploads is free from third-party rights.

7.3 The customer secures its access credentials against unauthorised access, keeps its own systems up to the state of the art and takes appropriate IT-security measures. The use of shared accounts is not permitted; the customer ensures that users do not pass on their access credentials.

7.4 The customer designates at least one qualified contact person and a deputy who are authorised to take or bring about the decisions necessary for performance of the contract, and notifies Kultify of any change without undue delay.

7.5 The customer is itself responsible for backing up its business-critical data to the extent technically possible and reports to Kultify, without undue delay and in text form, any indications of misuse of the Software or a threat to data security.

7.6 Co-determination: The customer is solely responsible for observing any required participation rights of the works council before deploying the platform to its employees and, where applicable, for concluding a works agreement (in particular pursuant to § 87(1) no. 6 BetrVG (Works Constitution Act)). Kultify does not assess the customer’s co-determination situation.

7.7 Legal basis and transparency: The customer warrants that a valid legal basis exists for the processing it initiates (e.g. works agreement, § 26 BDSG, Art. 88 GDPR or Art. 6(1) GDPR) and that it has fulfilled its information obligations towards the affected employees (Art. 13, 14 GDPR).

7.8 Indemnification: The customer indemnifies Kultify against third-party claims — including claims by employees or representative bodies — that are based on a breach of the obligations under Sections 7.2, 7.6 or 7.7, and reimburses Kultify for the reasonable costs of legal defence incurred as a result. This does not apply insofar as the customer is not responsible for the breach.

7.9 Section 8 applies to the customer’s responsibility for anonymity-preserving configuration.

8. Anonymity and Minimum Group Size

8.1 The platform provides a configurable mechanism to preserve anonymity, which suppresses analyses for groups below a set minimum group size. The relevant confidentiality levels, measures and minimum values are described in more detail in the DPA (Annex 1 – Ensuring the Anonymity of Participating Employees) and in the service description.

8.2 Kultify warrants that, when actively configured, the mechanism suppresses analyses below the set threshold in accordance with the chosen confidentiality level. No absolute guarantee of anonymity beyond this is assumed.

8.3 The effectiveness of anonymisation depends significantly on the customer’s configuration. The customer is responsible for defining the organisational and segment structure, for not lowering the minimum group size below the value provided for in the service description or the DPA, or disabling it, and for not making analyses traceable to individuals by combining filters. Re-identification resulting from a configuration deviating from the above is excluded from Kultify’s warranty and liability.

8.4 The platform serves the aggregated analysis of culture and feedback. It is not intended to monitor or evaluate individual identifiable employees or to be used for measures relating to individuals (e.g. performance or conduct monitoring, disciplinary measures).

9. Data Protection and Processing on Behalf

9.1 Where Kultify processes personal data on behalf of the customer in the course of providing the service, the customer is the controller and Kultify is the processor within the meaning of Art. 4(7) and (8), Art. 28 GDPR.

9.2 The parties regulate the details of the processing in a data processing agreement (DPA) pursuant to Art. 28 GDPR. Conclusion of the DPA is a precondition for use of the Software. The DPA forms part of the contract and takes precedence over these GTC in matters concerning the processing of personal data.

9.3 Employee feedback may, in particular in free-text entries, reveal special categories of personal data (Art. 9 GDPR). The customer warrants not to deliberately collect such data and ensures that any processing of special categories is based on a legal basis to be established by it under Art. 9(2) GDPR. Kultify processes such data exclusively on instruction in accordance with the DPA.

9.4 The use of sub-processors is governed by the DPA, which provides for prior information and a right of objection on the part of the customer.

9.5 The performance of the contractually agreed data processing takes place exclusively in a Member State of the European Union, another Contracting State of the Agreement on the European Economic Area, or a country with an adequate level of data protection whose adequacy has been determined by the European Commission pursuant to Art. 45 GDPR. Further details are governed by the DPA.

10. Use of AI and Automated Processing

10.1 Kultify uses artificial-intelligence techniques to analyse text responses, generate aggregated insights and summaries, and for further functions. The sub-processors used for this purpose and the protective measures (in particular processing exclusively within the EU/EEA, exclusively via application programming interfaces, processing in aggregated form, no use of customer data to train the models, no re-identification) are described in more detail in the DPA and in the separate AI information.

10.2 Kultify does not take any decisions based solely on automated processing that produce legal effects concerning the customer’s employees or similarly significantly affect them (Art. 22 GDPR).

10.3 The analysis serves the topic-related and aggregated analysis of feedback. The recognition of emotions of individual employees in the workplace within the meaning of Art. 5(1)(f) of Regulation (EU) 2024/1689 (AI Act) is not part of the service.

10.4 Insofar as transparency obligations under Art. 50 of the AI Act apply, Kultify complies with them.

11. Warranty / Liability for Defects

11.1 Rental law (§§ 535 et seq. BGB) applies to the provision of the Software for a fee. Kultify provides the Software in a condition suitable for use in accordance with the contract and maintains it in that condition for the term of the contract.

11.2 Strict (no-fault) liability for defects already present at the time the contract is concluded pursuant to § 536a(1) alt. 1 BGB is excluded. Liability under Section 12, in particular for damage arising from injury to life, body or health, remains unaffected.

11.3 A defect exists if the Software does not fulfil the functions agreed in the service description and its usability is thereby impaired more than insignificantly. Insignificant deviations, as well as impairments resulting from use contrary to the contract, the customer’s system environment or causes outside the handover point (Section 2.4), do not constitute a defect.

11.4 The customer reports defects without undue delay in text form. Kultify remedies defects within a reasonable period and is entitled to provide the customer with reasonable interim solutions (workarounds) and subsequently to remedy the cause.

11.5 The limitation period for claims based on defects is twelve (12) months. This does not apply to claims for damages for which Kultify is liable under Section 12 or under mandatory law.

12. Liability

12.1 Kultify is liable without limitation for intent and gross negligence, for damage arising from injury to life, body or health, within the scope of a guarantee assumed, and under the Product Liability Act.

12.2 In the case of slight negligence, Kultify is liable only for the breach of a material contractual obligation. Material contractual obligations are those obligations whose fulfilment is what makes the proper performance of the contract possible in the first place and on whose observance the customer may regularly rely. In this case, liability is limited to the foreseeable damage typical of the contract.

12.3 Otherwise, Kultify’s liability is excluded.

12.4 For the loss of data, Kultify is liable only in the amount of the effort that would have been necessary to restore the data had the customer backed it up properly and regularly (Section 7.5).

12.5 Mandatory statutory grounds of liability remain unaffected by the foregoing limitations.

12.6 The foregoing limitations of liability also apply in favour of Kultify’s legal representatives, employees and vicarious agents.

13. Confidentiality

13.1 “Confidential information” means all information of a party that is marked as confidential or is confidential by its nature, in particular product descriptions, specifications, prices and the customer’s business information. The provisions of the DPA on the confidentiality of personal data remain unaffected.

13.2 The parties use confidential information only for the purposes of the contract, do not disclose it to third parties without the other party’s consent, and protect it with appropriate measures, but at least with the care they apply to their own confidential information.

13.3 Excepted is information that is publicly known, was already known to the receiving party without an obligation of confidentiality, was lawfully transmitted by third parties, was independently developed, or must be disclosed by law or by an official or judicial order; in the latter case, the obligated party informs the other party in advance where possible.

13.4 The standard for the protection of secrets is the Trade Secrets Act (GeschGehG). Obtaining confidential information through reverse engineering is not permitted.

13.5 The confidentiality obligations apply for the term of the contract and for three (3) years after its termination, but at most until the information is no longer confidential.

14. Intellectual Property and Use of Anonymised Data

14.1 All rights in the Software and the platform, including all further developments, remain with Kultify. The customer receives only the rights of use granted in Section 4.

14.2 The content and data uploaded by the customer remain with the customer; they are not transferred to Kultify for Kultify’s own substantive exploitation.

14.3 Kultify is entitled to use fully anonymised and aggregated information derived from the data processed via the platform in order to operate, secure and further develop the Software, and to provide aggregated comparative values (benchmarks). Identifying information and unaltered free-text entries by employees are excluded. Such use takes place only insofar as a personal reference can no longer be established, and in accordance with the protective measures of the DPA; no re-identification takes place.

15. Term and Termination

15.1 The commencement and term are set out in the Offer. Unless otherwise agreed in the Offer, the contract is concluded for a fixed term and ends upon its expiry without the need for termination; there is no automatic or tacit renewal. Any continuation or renewal of the contract requires a new agreement. Declarations under this Section must be in text form.

15.2 The right of both parties to terminate extraordinarily for good cause (§ 543 BGB, § 314 BGB) remains unaffected. Good cause exists for Kultify in particular if the customer is in default of payment in a not insignificant amount and, despite a reminder, fails to pay within a reasonable period, or if insolvency proceedings are opened over the assets of a party or rejected for lack of assets.

15.3 Kultify is entitled to suspend access to the Software temporarily and proportionately if (a) there is a significant threat to the security of the Software or of third parties, (b) there is a serious breach of the obligations under Section 7.2, or (c) the customer is more than thirty (30) days in default of a due payment and, following separate notice, fails to pay within a reasonable grace period. Kultify announces the suspension in advance where possible and lifts it once the cause ceases. If the suspension is based on a circumstance for which the customer is responsible, the customer’s payment obligation for that period continues.

16. Data Export, Return and Deletion; Switching of the Service

16.1 During the term of the contract and for a period of thirty (30) days after the contract ends, the customer may export the data it has entered into the platform in a common, machine-readable format via the platform. Kultify supports the customer to a reasonable extent in a migration.

16.2 After the export period expires, the data is deleted at Kultify and its sub-processors in accordance with the DPA. Confirmation of deletion is provided upon request.

16.3 Insofar as the service constitutes a data processing service within the meaning of Regulation (EU) 2023/2854 (Data Act), the customer may request to switch to another provider or to terminate the service with a notice period of no more than two (2) months. Kultify supports the switch within a transition period of thirty (30) days; if this is not technically feasible, it is extended appropriately. Kultify provides the necessary switching information and does not erect any impermissible switching obstacles. For the switch, Kultify charges only the fees permitted under Art. 29 Data Act; from 12 January 2027, no switching fees are charged.

17. Changes to the GTC and the Service

17.1 The version of these GTC in force at the time a contract is concluded governs that contract. Kultify may amend these GTC for future contracts; an amended version does not affect contracts already concluded.

17.2 During the term of a contract, Kultify may amend these GTC insofar as this is necessary to adapt to a changed legal situation or supreme-court case law, to comply with official or judicial orders, or to remedy security vulnerabilities, and provided the customer is not unreasonably disadvantaged thereby. Kultify informs the customer of this in text form.

17.3 Kultify may further develop the Software and adapt its functionality (Section 2.5). If a change during the term leads to a significant impairment of the functions used by the customer, the customer may extraordinarily terminate the contract to that extent; further statutory rights remain unaffected.

18. Force Majeure

18.1 Kultify is not liable for performance disruptions resulting from events of force majeure, i.e. unforeseeable and unavoidable events beyond Kultify’s control (e.g. natural disasters, strikes, power outages, large-scale failures of telecommunications networks, official measures). The affected performance obligations are suspended for their duration.

18.2 If an event of force majeure lasts longer than sixty (60) days, either party may extraordinarily terminate the contract in respect of the affected services.

19. Final Provisions

19.1 The customer may transfer rights and obligations under this contract to third parties only with Kultify’s prior consent; § 354a HGB (Commercial Code) remains unaffected. Kultify is entitled to transfer the contract to an affiliated company.

19.2 Notices and declarations under this contract require at least text form (§ 126b BGB) unless expressly agreed otherwise. There is no form requirement beyond this.

19.3 Should individual provisions of these GTC be or become wholly or partly invalid or unenforceable, the validity of the remaining provisions shall not be affected thereby. The statutory provision applies in place of the invalid or unenforceable provision.

19.4 The law of the Federal Republic of Germany applies to the contract, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

19.5 The exclusive place of jurisdiction for all disputes arising from and in connection with this contract is Nuremberg, provided that the customer is a merchant, a legal entity under public law or a special fund under public law.

19.6 These GTC are provided in German and English. The German version is authoritative and legally binding; the English version is for information only.

Change History

• v2.0.2 (25 June 2026): Editorial standardisation of the abbreviation for the General Data Protection Regulation from “DS-GVO” to “DSGVO” throughout the document (purely orthographic, no change in substance).
• v0.1.0 (draft, 22 June 2026): Complete revision of the Kultify GTC as a modern B2B SaaS framework (replacing the previous version). Draft subject to legal review; not yet in force.