General Terms and Conditions

These General Terms and Conditions apply to all contracts for the use of the “Metrunio” software between Kokolorum GmbH, Industriering Ost 66, 47906 Kempen, Germany (the “Provider”) and the customer.

The offering is directed exclusively at businesses within the meaning of § 14 German Civil Code (BGB), at legal entities under public law and at special funds under public law. Contracts with consumers (§ 13 BGB) are not envisaged. By registering, the customer confirms that it is acting in the course of its trade, business or profession.

Deviating, conflicting or supplementary terms of the customer do not become part of the contract, even if the Provider does not expressly object to them or performs the service in knowledge of them.

Individual agreements take precedence over these terms regardless of their form (§ 305b BGB). Otherwise the following order applies: the data processing agreement under Art. 28 GDPR, the service description of the plan booked, these terms.

The Provider makes available over the internet a software application for measuring ad contacts, website visits and conversions, and for evaluating them (software as a service). There is no claim to the source code.

The scope of the service follows from the plan booked. The limits stated on the pricing page at the time of booking are authoritative: events per month, websites, user accounts and retention period, together with the functions listed there.

The Provider owes the provision of the software and the processing of the events submitted, using the described procedures. It does not owe any particular measurement result. How completely something can be measured depends on circumstances outside its control — in particular on the consent of the data subjects, on device and browser settings, and on the interfaces of the advertising platforms. The known limits are publicly documented and form part of the service description.

In every evaluation the Provider distinguishes between measured and attributed figures. An attribution is a calculation based on a model chosen by the customer, not a measurement.

The presentation of plans on the website is not a binding offer but an invitation to make one.

The contract is formed when the Provider confirms the registration and enables access. For paid plans the contract is formed on completion of the payment process.

The customer must provide accurate information on registration and keep it up to date. This applies in particular to the billing address, the VAT identification number and the email address to which operational notices are sent.

The customer is responsible for keeping its access credentials confidential. If there is any suspicion of misuse, it must inform the Provider without undue delay.

The Provider offers a permanently free plan with a reduced scope. These terms apply to it with the following deviations:

• There is no claim to availability and no committed response time in support.
• When the event allowance is reached, acceptance of further events stops. Overage is not billed; no one who pays nothing is charged for exceeding an allowance.
• The Provider may change or discontinue the free plan on three months’ notice in text form to the address held in the account.

New accounts receive a free trial of 30 days on the plan named on the pricing page. The trial begins with the first event that a website of the customer transmits to the Provider in the production environment; test events and imported data do not count. It begins no later than the 14th day after registration and therefore ends no later than 44 days after registration. The portal shows the end that currently applies. If the customer books a paid plan during the trial, billing for it begins at the end of the trial applicable at the time of booking; if that end is less than 48 hours in the future, billing begins with the booking.

The free plan is also the plan on which an account continues after a trial and after a paid plan ends (§ 6(2)). No action by the customer is required for this.

An account on the free plan that has received no event for twelve months and has not been logged into during that time may be deleted by the Provider after prior notice in text form and a period of 30 days.

All prices are net and exclusive of statutory VAT. For customers in other EU member states holding a valid VAT identification number, the reverse charge procedure applies.

The fee for the plan booked is payable in advance — for the month with monthly payment, for twelve months with annual payment (§ 6(3)). Billing runs through the payment service provider Stripe Payments Europe, Ltd.; its payment terms apply in addition. If the customer books a plan through the Shopify app, Shopify bills the fee on the customer’s Shopify invoice.

Events beyond the allowance of a paid plan are billed at the rate stated on the pricing page per commenced 10,000 events. Billing covers the completed calendar month: with monthly payment as a line item on the next regular invoice, with annual payment on a separate invoice each month.

In no month does a plan cost more than the next higher public plan would cost for the same number of events — including that plan’s own overage. The customer does not thereby receive the higher plan’s other services and limits. For the highest public plan, the fixed monthly ceiling stated on the pricing page applies instead. The agency plan has no ceiling.

From the number of events per month stated on the pricing page, the system accepts further events on any paid plan only if the customer has consented in the portal to agreeing an individual plan. Until the individual plan is concluded, the rates and ceilings under paragraphs 3 and 4 apply to those events. Without consent, further events are rejected; the Provider points this out in the portal before that number is reached.

Agency plan. The agency plan may be booked by customers who use the software for other businesses (end clients). Each end client has its own client account — a separate area with its own websites, data, access and roles. A tenant for the customer’s own business is not a client account. The agency plan can be booked in the portal from two client accounts; with fewer, only by individual agreement. If the number of client accounts falls below two after booking, the agency plan continues unchanged. Client accounts may be created before booking; until the agency plan is booked, no data is collected in them and no fee arises. The pricing page states how many client accounts the base fee includes and which fee is added for each further one; it is added on a monthly basis, with annual payment too, together with any overage under paragraph 3. Only client accounts that were not suspended during the billing period are counted. The event allowance of the agency plan applies to all client accounts together.

Payment default. If the customer is in default of payment, the Provider gives notice in the portal and by email and sets a deadline of 14 days for payment. Until the deadline expires, access remains unchanged: a failed charge is usually an expired card, not a refusal to pay. If payment has not been made when the deadline expires, the Provider may suspend access. During the suspension the customer can still log in, settle outstanding amounts, change its payment details and export its data; evaluations, the read interface and MCP access are not available. During the first 30 days of the suspension the system continues to accept events, after that it no longer does; data already stored is retained. Once the outstanding amounts are settled, the Provider lifts the suspension. If the suspension lasts 60 days, the Provider may terminate the contract for cause; it gives at least 14 days’ notice of this in text form. § 8(4) then applies to the data.

The customer may set off only with claims that are undisputed or have been finally determined by a court. This does not apply to counterclaims under the same contractual relationship that are reciprocal to the Provider’s claim or closely connected with it, in particular claims for defects or partial non-performance of the service for which the fee is charged.

The contract runs for an indefinite period. It comprises the free plan (§ 4) and, for as long as one is booked, a paid plan. The billing period of a paid plan is one month or, with annual payment, twelve months.

Cancelling a paid plan. The customer may cancel a monthly paid plan with effect from the end of any billing month; there is no notice period and no reason need be given. Cancellation takes place in the portal under “Plan & usage”. When the cancellation takes effect, the account moves to the free plan; the contract continues there. The data is retained within the limits of the free plan (§ 8(5)).

Annual payment. If the customer chooses annual payment when booking in the portal, the term of the paid plan is twelve months from the start of the chosen period. The fee for the twelve months equals the monthly fee for ten months and is payable in advance. Ordinary cancellation of the paid plan is excluded during the term; a cancellation takes effect at the end of the term. On expiry, the paid plan continues monthly at the monthly price then applicable to it and may from then on be cancelled under paragraph 2. An upgrade to a higher plan is possible during the term; the difference is charged pro rata for the remaining term. A downgrade takes effect at the end of the term. Fees already paid are not refunded on an ordinary cancellation by the customer taking effect at the end of the term. Statutory claims for refunds and damages, the rights under § 10 and § 11, the refund under paragraph 8 and the pro-rata refund on a discontinuation of the service remain unaffected.

Through Shopify. If the customer booked the paid plan through the Shopify app, cancelling the subscription in Shopify and uninstalling the Shopify app count as cancelling the paid plan under paragraph 2. They do not close the account.

Closing the account. The customer may end the contract as a whole by closing its account. Closing is a separate step, distinct from cancelling a paid plan. The customer closes its account in the portal under “Settings” (“Close account”); this requires that no paid plan is still running and that no client accounts are still assigned to the account. If a cancelled plan still runs until the end of its billing period — with annual payment, until the end of the term —, the account can only be closed after that. Closing the account ends the contract; from then on no data is collected, and § 8(4) applies to the existing data.

If the Provider discontinues the service, it gives at least six months’ notice in text form. During that period, access and the full export of the data remain available. For a term paid in advance, the Provider refunds the fee for the period after discontinuation pro rata.

Ordinary termination of the contract by the Provider requires three months’ notice; with annual payment it is possible at the earliest at the end of the running term (paragraph 3). The right of either party to terminate for cause remains unaffected. For the Provider, cause exists in particular where the customer breaches § 7 despite a warning, or where a suspension for payment default lasts 60 days (§ 5(7)).

Special termination. If the Provider gives notice of a change to these terms under § 10(5), the customer may terminate the paid plan or the contract as a whole, up to the date the change takes effect and with effect from that date. If no solution is reached after an objection to a new sub-processor, the customer may terminate as of the date of the change under § 11(2). In these cases, where the customer terminates for cause for which the Provider is responsible, and where the Provider terminates under § 10(4) or (6), the Provider refunds fees paid in advance for the period after the end of the paid plan on a pro-rata basis.

Terminations and closing the account require text form. Using the respective function in the portal is sufficient.

The customer is responsible for the lawfulness of the data it submits, or has submitted, through the Provider’s interfaces. In that respect it is the controller under data protection law or, where it acts for a customer of its own, that customer’s processor (data processing agreement, section 4).

It ensures in particular that

• there is a legal basis for the processing and, where required, valid consent under Art. 6(1)(a) GDPR and § 25(1) TDDDG before any access to the terminal device;
• the consent state is correctly transmitted to the Provider through the interface provided for it;
• its own privacy notice describes the measurement, its purposes, the retention period and the Provider’s role as processor;
• no special categories of personal data under Art. 9 GDPR and no data concerning children under 16 are submitted;
• no plain-text email addresses, phone numbers, names or comparable directly identifying details are transmitted in event fields. Plain-text email addresses and phone numbers that are detected cause the system to reject the event. The automatic check does not detect all personal or sensitive details; responsibility for the transmission remains with the customer.

The customer does not use the software to recognise individuals irrespective of consent, to build profiles across the boundaries of its account, or to process third-party data without a legal basis.

The customer indemnifies the Provider against third-party claims arising from a breach of these obligations, including reasonable costs of legal defence. This does not apply where the customer is not responsible for the breach.

The data submitted by the customer and the data derived from it remain the customer’s data. The Provider acquires no rights of use beyond performing the service.

The Provider does not use customer data to serve its own advertising and does not pass it on for its own purposes. No analysis takes place across account boundaries — not even anonymised, for benchmarks.

During the term the customer can retrieve its data at any time through the export functions and the read interface included in its plan.

After the contract ends — after the account is closed (§ 6(5)), after ordinary termination by the Provider or after termination for cause — the data remains available for reading and export for 30 days and is then deleted in full. The Provider’s own database backups, from which it can restore, expire on their own cycle: at most the last 14 daily backups, around two weeks, and seven days of transaction log are kept. They are not searched selectively to remove individual records. Residual copies held by the cloud provider are a separate matter: it removes deleted data under its contract as soon as reasonably practicable and at the latest after 180 days. The data processing agreement (section 9) and the deletion policy set out the details.

Cancelling a paid plan does not end the contract (§ 6(2)). If the account moves to a plan with a shorter retention period — including through cancellation to the free plan —, that plan’s limits apply. If the configured retention exceeds the new limit, the Provider announces the reduction in the portal and by email and reduces it 30 days after the announcement; it then deletes data that is older. Moving to a plan with sufficient retention before that date cancels the reduction.

Further provisions on deletion are set out in the data processing agreement and the deletion policy.

The Provider operates the software with the care of a prudent business and aims for high availability. No availability percentage is warranted. The Provider measures availability continuously and publishes the figures on its status page; periods without measurement are expressly shown there as not measured, not as available.

Maintenance expected to cause an interruption is announced at least 48 hours in advance in text form or in the portal, and is carried out outside ordinary business hours where possible. Security-related interventions may be made without prior notice; the Provider reports them without undue delay.

Support is provided in text form through the channels named in the portal. A response time is committed only where it is expressly stated for the plan booked; on the free plan there is no commitment.

Interruptions caused by faults on the internet outside the Provider’s control, by force majeure, or by a cause for which the customer is responsible do not count as downtime.

The Provider may develop the software further and change individual functions, provided the contractually owed purpose is preserved and the change is reasonable for the customer. Functions that are to be withdrawn are announced at least three months in advance in text form.

On what grounds changes may be made. A change to these terms requires an objective reason. Objective reasons are: a change in the law or in settled case law, an order by an authority or a court, a gap or ambiguity that only becomes apparent after the contract was concluded, requirements of security or data protection, and a change in third-party services on which the Provider depends in order to perform. Other reasons do not support a change.

What a change may not do. The main subject matter and the balance of consideration cannot be shifted this way; that requires express agreement. This also applies to prices (paragraph 4). Nor can this route be used to limit the Provider’s liability, reduce its data protection and data security obligations or restrict the customer’s rights; that requires express agreement. Nor may a change place the customer in a worse position than the objective reason requires.

Prices. A price increase takes effect only if the customer expressly agrees to it, in the portal or in text form. Silence does not count as agreement to prices; paragraph 6 does not apply to them. The Provider offers an increase at least six weeks before the intended date, in text form to the address held in the account, stating the previous and the new prices and the date. If the customer does not agree, the contract continues at the previous prices. The Provider may then terminate it by ordinary notice under § 6(7), at the earliest as of the date on which the increase was to take effect and, for annual payment, at the earliest at the end of the running term (§ 6(3)).

Changes to these terms are notified to the customer at least six weeks before they take effect, in text form to the address held in the account. The notice quotes the clauses affected and states the objective reason, the effective date, the right to object and the right to terminate under § 6(8).

Objection. If the customer does not object to a change to these terms before it takes effect, the change is deemed accepted; the notice states this expressly. If the customer objects, the contract continues on the previous terms. In that case the Provider may terminate the contract by ordinary notice as of the next permissible date; the contract does not end automatically. An objection is meant to be a decision about the change, not about the contract. Instead of objecting, the customer may terminate under § 6(8).

The Provider uses sub-processors. Who they are, for what purpose, in which location and on what basis for any transfer outside the EU is set out in the annex “Further processors” to the data processing agreement; every version of it is available under “Documents”. The general overview “Service providers and recipients” there is not a contractual annex.

The Provider announces a new or replaced direct sub-processor there at least 30 days before its engagement and notifies it in text form to the address held in the account. The customer may object on reasonable grounds; if no solution is reached, it has a special right of termination as of the date of the change. Changes at further tiers and objections to them are governed by section 7 of the data processing agreement.

For the term of the contract the Provider grants the customer the non-exclusive, non-transferable right to use the software over the internet within the agreed scope.

The customer may not pass its access on to third parties; shared user accounts and passwords are not permitted. This does not cover people acting for the customer — an appointed agency, for example — provided they work through their own named user accounts; the customer remains responsible for their conduct.

Connecting the customer’s own tools and programs, or tools it chooses, through the routes provided for this is not passing on access: purpose-bound read keys and authorisations via OAuth, for example for an AI tool through the MCP access. The customer’s admins set them up in the portal and can revoke them there at any time. The customer is responsible for their use.

Reproducing the evaluations to third parties, for instance to an agency’s clients, is permitted. The right to make the software itself available to third parties for a fee exists only on the agency plan.

The Provider may not name the customer as a reference or use its marks for that purpose without prior consent in text form. Consent given may be withdrawn at any time with effect for the future.

Where the Provider processes personal data on the customer’s behalf, the data processing agreement under Art. 28 GDPR applies together with its annexes “Technical and organisational measures”, “Further processors” and “Deletion policy”, each in the version published under “Documents” when it is concluded. It is concluded electronically and separately from these terms: in the portal under “Privacy” by a person with the Admin role who declares that they are authorised to conclude it for the customer, or when setting up through the Shopify app with a separate declaration alongside acceptance of these terms. It is concluded for each tenant, on the agency plan also for each client account. Until it is concluded the software accepts no measurement data for that tenant. The Provider offers a new version for conclusion in the portal; until then the version concluded continues to apply. On request the Provider will additionally supply the agreement as a signed document.

The settings made in the product — retention period, attribution windows, forwarding to advertising platforms, mapping of consent — constitute the customer’s documented instructions. They are traceable in the tenant’s log.

For the processing of the customer’s own data — account, contract, billing, support — the Provider is the controller. Details are set out in the privacy notice.

If the customer switches on the forwarding of conversions to an advertising platform, that is a separate processing operation which it instructs. Whether joint controllership under Art. 26 GDPR arises with the platform depends on that platform’s terms; the customer assesses this for the platforms it chooses.

Each party keeps the other’s confidential information confidential and uses it only to perform this contract. Confidential information includes in particular access credentials, prices from individual agreements, evaluations, and non-public technical details.

The obligation does not apply to information that is public, becomes public without breach of this obligation, was developed independently, or must be disclosed by law or official order. In the last case the party under the obligation informs the other beforehand, so far as it is permitted to.

The obligation continues for three years after the contract ends.

German landlord-and-tenant law (Mietrecht) applies to the temporary provision of software. Strict liability for defects existing at the time the contract was formed (§ 536a(1) alt. 1 BGB) is excluded.

The customer reports defects without undue delay in text form and describes them so that they can be reproduced.

Insignificant impairments of fitness for use are disregarded. In particular, a deviation that does not change what an evaluation says is regarded as insignificant.

The Provider is liable without limitation for intent and gross negligence, for injury to life, body or health, under the German Product Liability Act, and to the extent of any guarantee given.

For ordinary negligence the Provider is liable only for breach of a material contractual obligation — an obligation whose fulfilment makes proper performance of the contract possible in the first place and on whose observance the customer may regularly rely. In that case liability is limited to the foreseeable damage typical for this type of contract.

What counts as a material contractual obligation here. In particular: measuring, storing and making available the events reported by the customer in accordance with the agreed rules, securing the data in line with the state of the art, and complying with the obligations under the data processing agreement. The contract names these expressly so that nobody has to argue later about what its main point was.

Liability for ordinary negligence is otherwise excluded. For an incomplete or incorrect evaluation this exclusion does not apply to the extent that it results from a breach of duty by the Provider — paragraphs 1 to 3 continue to govern. An exclusion for precisely the case the service is bought for would not be a limitation but a hollowing-out.

What is not a breach of duty. The Provider owes the measurement of what can be measured. There is therefore no breach of duty where events cannot be measured because consent is missing or has been withdrawn, because a browser, a device or an advertising platform prevents the measurement, or because the customer has not installed the measurement points, or installed them incompletely or incorrectly. The publicly available overview of limitations describes these limits in detail; it forms part of the description of the service.

Export and contributory negligence. The customer may export their data at any time and at no extra charge. If they do not use this option and damage arises or increases as a result, § 254 of the German Civil Code applies. The Provider’s obligation to secure the data in line with the state of the art is unaffected; it cannot be shifted onto the customer.

The above limitations also apply in favour of the Provider’s legal representatives and agents.

Liability in the cases of paragraph 1 and claims of data subjects under Art. 82 GDPR remain unaffected by the limitations and exclusions of this section.

Events of force majeure that make performance substantially more difficult or impossible release the affected party from its obligation to perform for the duration of the disruption. These include natural events, war, official orders, large-scale internet outages, and industrial action in which the party is not involved.

If the disruption lasts longer than 30 days, either party may terminate with immediate effect. Fees already paid for services not rendered are refunded pro rata.

The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods.

The exclusive place of jurisdiction for all disputes under this contract is the Provider’s registered office, provided the customer is a merchant, a legal entity under public law or a special fund under public law. The Provider is also entitled to sue at the customer’s general place of jurisdiction.

The Provider is neither willing nor obliged to take part in dispute resolution proceedings before a consumer arbitration board; contracts with consumers are not envisaged.

Amendments and additions to this contract require text form. This also applies to any waiver of this form requirement. Individual agreements take precedence regardless of their form (§ 305b BGB).

Should any provision be or become invalid, the remainder of the contract stays in force. The statutory rule takes the place of the invalid provision.

The language of the contract is German. Translations serve comprehension only; in case of discrepancies the German version prevails.