These Terms of Service ("Terms") constitute a legally binding agreement between Retainly GmbH (registered in Germany; "Retainly", "we", "us") and the legal entity or individual ("Customer", "you") registering for or using the Retainly platform.

By creating an account, clicking "I agree," or accessing the Service, you confirm that: (a) you have read and understood these Terms; (b) you have authority to bind the Customer entity; and (c) you accept these Terms on behalf of Customer. If you do not agree, do not use the Service.

These Terms apply exclusively to business customers (B2B). The Service is not intended for consumers. European consumer protection law does not apply to this agreement.

"Service" — the Retainly web platform, APIs, SDK, and related software including cancel flow management, failed payment recovery, win-back campaigns, refund prevention, and analytics.

"End Users" — the subscribers or customers of Customer who interact with the Service indirectly via Customer's integration.

"Saved Revenue" — the positive monetary value demonstrably retained through the Service: (a) the recurring amount of a subscription saved via a cancel flow; or (b) the gross amount of a recovered failed payment.

"Performance Fee" — the percentage of Saved Revenue charged per the applicable plan.

"Save Window" — the 30-day period after a save event. If an End User churns within this window, the save is reversed and the associated Performance Fee refunded or credited.

Retainly provides a B2B SaaS retention suite integrating with Customer's payment infrastructure (primarily Stripe) to reduce churn. Core features include:

• Cancel flow modals with reason surveys and conditional offers
• AI-optimized offer selection (Thompson Sampling)
• Failed payment recovery with smart retry scheduling
• Win-back email campaigns at 30, 90, and 180 days
• Refund prevention flows
• Predictive subscriber health scoring
• Unified churn analytics dashboard
• Affiliate program for Customers

Retainly may modify features with reasonable notice. Material reductions in functionality are communicated at least 30 days in advance.

Customer must provide accurate registration information and maintain account security. Customer is responsible for all activities under the account. Immediately notify Retainly of unauthorized use at hello@getretainly.app.

Retainly may suspend or terminate accounts that violate these Terms, engage in fraud, have outstanding unpaid fees after notice, or create legal or reputational risk.

5.1 Plans. All fees exclude VAT unless stated otherwise.

5.2 Billing Cycle. Base fees are billed monthly in advance on the 1st of each month. Performance Fees are calculated on Saved Revenue from the preceding 14-day period and charged automatically via Stripe Invoice on the 1st and 15th of each month. A valid payment method must be on file for all plans, including Free.

5.3 Performance Fee Calculation. For cancel saves: monthly recurring amount × fee rate. For payment recovery: gross recovered amount × fee rate. The 30-day Save Window applies.

5.4 Minimum Charge. Performance Fees below €0.50 (Stripe minimum) roll forward to the next billing cycle.

5.5 Late Payment. Unpaid fees accrue interest at 9 percentage points above the ECB base rate (§ 288 BGB). Retainly may suspend the Service after 7 days' written notice.

5.6 Price Changes. Base plan prices may change with 30 days' notice. Performance Fee rates are locked at the rate applicable when the save event occurred.

5.7 Taxes. Customer is responsible for all applicable taxes. Customers with valid EU VAT IDs may supply them for reverse-charge treatment. Retainly will add VAT where required by law.

5.8 Refunds. Base fees are non-refundable except as required by law. Incorrectly calculated Performance Fees are credited to the next invoice.

The Service requires connecting Customer's Stripe account via Stripe Connect OAuth, granting Retainly the ability to: read subscription and invoice data; create and modify subscription discounts and pauses; and retry failed payments on Customer's behalf.

Retainly acts as Customer's agent solely to execute accepted save offers. Retainly will not modify subscriptions beyond what is required for offer execution.

Customer may revoke Stripe Connect access at any time. Revocation terminates Retainly's ability to execute offers but does not affect outstanding payment obligations.

Customer must not use the Service to:

• Deceive or mislead End Users about offered terms
• Present offers Customer cannot honor
• Circumvent applicable consumer protection laws
• Process data of minors under 16 without verifiable consent
• Reverse-engineer, copy, or replicate the Service
• Artificially inflate Saved Revenue metrics
• Share API credentials with unauthorized third parties
• Violate any applicable law or regulation

Violations may result in immediate suspension and liability for resulting damages.

8.1 Roles. Customer is the data controller; Retainly is the data processor for End User personal data processed via the Service.

8.2 DPA. A Data Processing Agreement (DPA) per GDPR Article 28 is available at legal@getretainly.app. Where GDPR applies, a DPA must be executed before processing EU personal data.

8.3 Sub-processors. Retainly uses Supabase (database, EU region), Vercel (hosting), Stripe (payments), and Resend (email). Current list: getretainly.app/legal/privacy.

8.4 Data Ownership. Customer retains all rights to Customer data. Retainly does not sell or share Customer data except as required to provide the Service or by law.

8.5 Deletion. Upon termination, Customer data is deleted within 30 days, subject to legal retention requirements (billing records: 10 years per § 147 AO).

Each party holds the other's Confidential Information in strict confidence and does not disclose it to third parties without prior written consent. Obligations do not apply to information that is publicly available, was known prior to disclosure, is independently developed, or must be disclosed by law.

10.1 All rights in the Service remain exclusively with Retainly. Customer receives a limited, non-exclusive, non-transferable, revocable license to use the Service for internal business purposes during the term.

10.2 Customer retains all rights in Customer Data. Customer grants Retainly a limited license to use Customer Data solely to provide the Service.

10.3 Feedback. Retainly may use Customer feedback without restriction or compensation.

10.4 Aggregated Analytics. Retainly may use anonymized, aggregated data (no personal information) to improve the Service and publish industry benchmarks.

11.1 Retainly targets 99.5% monthly uptime, excluding scheduled maintenance and force majeure. Scale plan customers receive a 99.9% SLA with service credits.

11.2 Credits. For Scale plan customers, uptime below 99.9% earns a credit of 10% of the monthly base fee per full percentage point below threshold, up to 50% of the base fee. Credits are the sole remedy for uptime failures.

11.3 Scheduled maintenance is announced 48 hours in advance and conducted during low-traffic periods where possible.

11.4 SDK. The SDK is served via CDN. Customer must implement a cancellation fallback in case the SDK does not load — End Users must always retain the ability to cancel. See integration documentation.

12.1 Retainly warrants that it has authority to enter these Terms, the Service will materially perform as documented, and it will maintain reasonable security measures.

12.2 Customer warrants that it has authority to enter these Terms, will comply with applicable law, has the right to grant Stripe access as described, and that all offers presented to End Users are ones Customer can legally honor.

12.3 EXCEPT AS STATED IN 12.1, THE SERVICE IS PROVIDED "AS IS." RETAINLY DOES NOT WARRANT THAT THE SERVICE WILL ACHIEVE ANY PARTICULAR SAVE RATE, RECOVERY RATE, OR REVENUE RESULT. PAST PERFORMANCE IS INDICATIVE ONLY.

13.1 Cap. RETAINLY'S TOTAL LIABILITY SHALL NOT EXCEED THE GREATER OF: (A) TOTAL FEES PAID BY CUSTOMER IN THE THREE MONTHS PRECEDING THE CLAIM; OR (B) €500.

13.2 Excluded Damages. NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL.

13.3 Exceptions. Limitations do not apply to: death or personal injury from negligence; fraud; breaches of data protection law; or liability that cannot be excluded under applicable law.

Customer shall indemnify and hold harmless Retainly from any claims, damages, and expenses (including legal fees) arising from: Customer's breach of these Terms; violation of applicable law; offers Customer cannot honor; or disputes between Customer and an End User.

15.1 These Terms begin on account creation and continue until terminated.

15.2 By Customer. Customer may terminate at any time via Dashboard → Settings → Delete Account, subject to a 30-day GDPR cooling-off period.

15.3 By Retainly. Retainly may terminate for cause (14 days' notice to cure), immediately for fraud or material AUP violation, or for convenience with 30 days' notice.

15.4 Effect. Upon termination: all licenses end; Customer must cease SDK use; outstanding fees remain due; data is deleted within 30 days (subject to retention requirements). Sections 5, 8–16 survive.

These Terms are governed by German law, excluding CISG and conflict-of-law provisions. Exclusive jurisdiction is the courts of Germany at Retainly's registered seat. Before formal proceedings, parties agree to 30 days of good-faith resolution attempts.

Retainly may update these Terms with 30 days' notice via email and dashboard notification. Continued use constitutes acceptance. For material changes, explicit acceptance may be required. Customer's remedy if they object is to terminate before the effective date.

Entire Agreement. These Terms, the Privacy Policy, and any executed DPA or Order Form constitute the entire agreement regarding the Service.

Assignment. Customer may not assign these Terms without written consent. Retainly may assign in connection with a merger or sale of assets.

Severability. If any provision is invalid, remaining provisions continue in force.

Force Majeure. Neither party is liable for delays caused by events beyond reasonable control, with prompt notice and mitigation efforts.

Language. In case of inconsistency between the English and German versions: the German version prevails for Customers in Germany, Austria, and Switzerland; the English version prevails for all others.

Contact. Legal notices: legal@getretainly.app