CAPIGMA TERMS & CONDITIONS
Last updated: 01/07/2025
1. INTRODUCTION AND CONTRACT FORMATION
1.1 These Terms & Conditions (“Terms”) constitute a legally binding master subscription agreement between Admixer Advertising GmbH, a company incorporated under the laws of Austria with its registered seat at Karntner Ring 5-7, Vienna 1010, Austria (“CAPIGMA”, “we”, “us”, “our”), and the entity or person that executes an Order Form, clicks “I agree”, or otherwise registers to use the CAPIGMA Service (“Client”, “you”).
1.2 By (i) signing an Order Form, (ii) clicking a checkbox affirming acceptance, or (iii) accessing or using the Service, the Client confirms that it has read, understood and agrees to be bound by these Terms and all documents expressly incorporated by reference, including (a) the Data Processing Addendum (“DPA”) and (b) the Service Level Agreement in Annex A (“SLA”).
1.3 In the event of conflict, the following order of precedence applies: (i) any mutually executed bespoke agreement, (ii) the Order Form including Services description, (iii) the DPA (solely for data-processing matters), (iv) these Terms including the SLA, and (v) any other documentation or policy.
1.4 The Service is provided from the European Union and is designed to comply with Austrian law, the GDPR, and the UK GDPR. The Client is responsible for compliance with any laws applicable to it in its jurisdiction of establishment or operation, including consumer-protection, marketing and export-control regulations.
2. DEFINITIONS
Unless otherwise indicated, capitalised terms have the meanings set out below. Singular terms include the plural and vice versa.
2.1 “Account” – The secure, role-based portal through which the Client accesses the Service and administrative functions.
2.2 “Affiliate” – Any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where “control” means 50 % or more of the voting interests.
2.3 “Applicable Law” – All laws, regulations and rules applicable to a party’s performance of its obligations under these Terms, including but not limited to the GDPR, UK GDPR, the Austrian DSG 2018 and laws relating to electronic communications and data security.
2.4 “Business Day” – Monday to Friday, excluding Austrian public holidays.
2.5 “Documentation” – The functional and technical description of the Service published on capigma.com as updated from time to time.
2.6 “Fees” – All charges payable by the Client for the Subscription Plan selected, including any overage, implementation or professional-services fees.
2.7 “Order” – The ordering document (electronic or written) specifying the Subscription Plan, volume tiers, start date, term and Fees, accepted by CAPIGMA.
2.8 “Personal Data”, “Controller”, “Processor”, “Sub-processor” and other GDPR terms have the meanings given in the DPA.
2.9 “Service” – The software-as-a-service platform known as CAPIGMA, including associated APIs, dashboards, analytics modules and support.
2.10 “Subscription Term” – The initial and any renewal period during which the Client is entitled to use the Service.
2.11 “Third-Party Platform” – Any platform, website, system or service (for example, Meta Platforms, Inc. or Google Cloud Platform) operated by a legal entity other than CAPIGMA.
2.12 “Self-Managed CAPIGMA Gateway” (“SMG”) – a separate CAPIGMA instance that the Customer creates and administers in its own Google Cloud project after an additional sign-in to the CAPIGMA Console.
2.13 “Admixer-Managed CAPIGMA Gateway” (“AMG”) – a CAPIGMA instance that is provisioned automatically within Admixer’s Google Cloud project with no extra sign-in by the Customer.
2.14 “Signals Gateway” (“SG”) – a server-side tool for sending first-party data (Pixel / SDK / CRM / Offline) to Meta and other destinations; available only in Self-Managed mode.
3. SCOPE OF SERVICE
3.1 The Service enables the Customer to create and operate SMG, AMG or SG instances for server‑side transmission of events to the Meta Conversions API and other supported endpoints.
3.2 Through the Dashboard the Customer can (i) connect an unlimited number of Pixels / Dataset IDs, (ii) monitor Event Match Quality metrics obtained from Meta Events Manager, (iii) purchase subscription Plans.
3.3 Limits are defined by the selected Plan; any over‑usage is subject to overage charges or a plan upgrade.
3.4 Events are transmitted without the use of browser cookies, by direct server‑to‑server request.
4. SUBSCRIPTION PLANS, ORDERS AND FEES
4.1 CAPIGMA offers tiered Subscription Plans defined by the number of Pixels, monthly event quota and support level.
4.2 An Order becomes binding on the “Effective Date”, which is the earlier of (i) the date both parties sign (electronically or physically), (ii) the date CAPIGMA countersigns an Order Form, or (iii) the date the Client first accesses the Service post‑checkout.
4.3 Fees are calculated on a prorated, calendar‑month basis and are non‑refundable except as expressly provided herein or where mandatory law requires. Promotional discounts apply only to the initial Subscription Term unless stated otherwise in the Order.
5. INVOICING, TAXES AND PAYMENT METHODS
5.1 CAPIGMA issues digital invoices in EUR (unless another currency is agreed in writing) on the first day of each billing period.
5.2 Until automated Stripe billing is activated, the Client shall remit invoiced amounts in full within fourteen (14) calendar days of the invoice date (“Net 14”). Where Stripe billing is enabled, the Client authorises CAPIGMA to charge the designated payment method automatically on each due date.
5.3 Fees are exclusive of VAT, GST or sales taxes. CAPIGMA shall itemise such taxes on the invoice where legally required, and the Client shall pay them unless it provides a valid tax‑exemption certificate.
5.4 The Client must notify CAPIGMA in writing of good‑faith disputes within ten (10) Business Days of invoice receipt, identifying the specific line items and rationale. Undisputed portions remain payable by the due date.
5.5 CAPIGMA reserves the right to suspend the Service after seven (7) days’ written notice if any undisputed amount remains overdue. Interest accrues on late payments at eight (8) percentage points above the European Central Bank base rate.
6. CLIENT OBLIGATIONS AND ACCEPTABLE USE
6.1 The Client is solely responsible for (i) configuring Pixels, events and data filters in accordance with Applicable Law and Meta policies; (ii) providing accurate consent signals; and (iii) making truthful representations in its privacy notice.
6.2 The Client shall: (a) protect all login credentials, (b) enforce strong password policies, and (c) promptly deactivate access for personnel who are no longer authorised.
6.3 The Client agrees not to (i) upload malicious code, (ii) circumvent usage limits, (iii) perform penetration testing without CAPIGMA’s written consent, or (iv) use the Service to collect or transmit special‑category data (Art. 9 GDPR) unless expressly permitted in writing.
7. CAPIGMA RESPONSIBILITIES AND WARRANTIES
7.1 CAPIGMA warrants that the Service will (i) materially conform to the Documentation and (ii) be provided with reasonable skill and care, consistent with industry standards.
7.2 CAPIGMA provides e‑mail support in English during Business Hours (09:00–17:00 GMT) with a guaranteed first human response within three (3) Business Days from receipt of the request. Detailed timings are set out in the SLA.
7.3 For any breach of the performance warranty, CAPIGMA will (a) use commercially reasonable efforts to remedy the non‑conformity, (b) provide a workaround, or (c) credit or refund Fees for the affected period.
8. SERVICE LEVEL AGREEMENT (ANNEX A)
The SLA in Annex A forms an integral part of these Terms. It sets out (i) monthly uptime commitment (99 %), (ii) incident‑severity matrix, (iii) target response and resolution times, (iv) formula for Service Credits, and (v) exclusions (scheduled maintenance ≤3 h/month, force majeure, third‑party API outages). Claims procedure: The Client must submit a credit request via support@capigma.com within thirty (30) days following the month in which the SLA breach occurred.
9. SECURITY, DATA PROTECTION AND SUB-PROCESSORS
9.1 CAPIGMA maintains, and continually improves, a written information‑security program aligned with ISO/IEC 27001 and the CIS Controls framework, covering governance, access management, encryption, logging, vulnerability management and incident response.
9.2 The DPA, incorporated by reference, governs Personal‑Data processing. In the event of conflict between the DPA and these Terms, the DPA prevails for privacy matters.
9.3 Approved Sub‑processors at the Effective Date: (a) Google Cloud Platform (EU hosting), (b) Gmail SMTP (EU/EEA e‑mail delivery), (c) Stripe Payments EU Ltd (future automated billing). CAPIGMA will give at least thirty (30) days’ advance notice of additions or replacements, during which the Client may object on reasonable privacy grounds.
9.4 CAPIGMA shall notify the Client without undue delay and in any event within seventy‑two (72) hours after becoming aware of a Personal‑Data Breach, providing information available at that time and cooperating in mitigation efforts.
10. CONFIDENTIALITY AND NON‑DISCLOSURE
10.1 “Confidential Information” means non‑public information disclosed by either party in any form that (i) is marked or identified as confidential, or (ii) would be regarded as confidential by a reasonable business person under the circumstances.
10.2 Confidential Information excludes information that (a) is or becomes publicly available without breach, (b) was lawfully known by the Recipient prior to disclosure, (c) is independently developed without reference to the Discloser’s data, or (d) is rightfully obtained from a third party without confidentiality obligation.
10.3 The Recipient shall use the same degree of care as it uses to protect its own confidential information (but not less than reasonable care) to prevent unauthorised use or disclosure.
10.4 The Recipient may disclose Confidential Information to its Affiliates, employees, advisers and auditors who (i) have a need to know, and (ii) are bound by equivalent confidentiality obligations.
10.5 Obligations continue for three (3) years following termination, or so long as the information remains confidential, whichever is longer.
11. TERM, RENEWAL AND TERMINATION
11.1 Each Subscription Plan runs for the period stated in the Order.
11.2 Unless the Order states otherwise, the Subscription automatically renews for successive periods equal to the initial term, subject to CAPIGMA’s then‑current price list. Either party may give written notice of non‑renewal at least thirty (30) days before the end of the then‑current term.
11.3 Enterprise Clients with an initial term of twelve (12) months or longer may terminate without cause by giving ninety (90) days’ prior written notice, effective at the next renewal date.
11.4 Either party may terminate these Terms immediately on written notice if the other party (i) commits a material breach and fails to cure within fourteen (14) days of notice, or (ii) becomes insolvent or enters liquidation.
11.5 All licenses terminate immediately; the Client shall cease all use of the Service and delete any Confidential Information in its possession.
12. POST‑TERMINATION ASSISTANCE AND DATA RETURN
12.1 Upon written request within thirty (30) days after termination, CAPIGMA will make available a machine‑readable export (CSV or JSON) of Client‑owned event logs remaining on CAPIGMA systems.
12.2 Following the export window, CAPIGMA will delete or anonymise Client data in accordance with its data‑retention schedule and provide written confirmation upon request.
12.3 For Enterprise Clients, CAPIGMA may provide assisted transition services at its then‑current professional‑services rates.
13. INTELLECTUAL‑PROPERTY OWNERSHIP AND LICENCE RESTRICTIONS
13.1 CAPIGMA and its licensors own all right, title and interest in the Service, including all related intellectual‑property rights. No rights are granted by implication, estoppel or otherwise.
13.2 The Client shall not: (a) copy, modify, translate or create derivative works of the Service; (b) reverse‑engineer, decompile or attempt to derive source code except to the extent permitted by law; (c) sublicense, resell or commercially exploit the Service; (d) remove proprietary notices; or (e) access the Service to build a competing product.
14. LIMITATION OF LIABILITY AND EXCLUSIONS
14.1 Nothing in these Terms limits or excludes liability for (i) death or personal injury caused by negligence, (ii) fraud or fraudulent misrepresentation, (iii) wilful misconduct, or (iv) any liability that cannot be excluded by Applicable Law.
14.2 Subject to § 14.1, each party’s aggregate liability arising out of or in connection with the Service (whether in contract, tort, negligence or otherwise) shall not exceed the total Fees paid or payable by the Client under the Order in the twelve (12) months preceding the event giving rise to the claim.
14.3 Neither party shall be liable for indirect, special, incidental, punitive or consequential damages, or for loss of profits, business, revenue, goodwill or data, even if advised of the possibility.
15. FORCE MAJEURE
Neither party shall be liable for failure or delay in performance if caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, labour disputes, governmental action or Internet backbone failures.
16. NOTICES AND COMMUNICATIONS
16.1 Notices under these Terms may be provided electronically and are deemed given on the next Business Day after dispatch to the addresses on record.
16.2 Notices of breach, indemnification, or termination for cause must be sent by e‑mail with confirmation of receipt and by registered post to the parties’ registered offices.
17. AUDIT RIGHTS AND COMPLIANCE CERTIFICATION
17.1 No more than once per year and with at least thirty (30) days’ prior written notice, the Client may audit CAPIGMA’s compliance with these Terms and the DPA. Audits shall be conducted during Business Hours and without undue disruption. The Client shall bear its own costs and reimburse CAPIGMA for reasonable expenses incurred.
17.2 As an alternative to on‑site audits, CAPIGMA may satisfy audit requests by providing ISO/IEC 27001 certificates, SOC 2 Type II reports or equivalent external assurances.
18. ASSIGNMENT
18.1 Neither party may assign or transfer any rights or obligations without the prior written consent of the other party, except that CAPIGMA may assign these Terms in connection with a merger, acquisition or sale of substantially all its assets.
18.2 A change of control of the Client (e.g. sale of majority voting shares) constitutes an assignment. The Client shall notify CAPIGMA within thirty (30) days of such change; CAPIGMA may terminate the Order on thirty (30) days’ notice if reasonable concerns arise regarding sanctions, export controls or reputational risk.
19. GOVERNING LAW AND JURISDICTION
These Terms and any dispute or claim (including non‑contractual disputes) are governed by the laws of the Republic of Austria. The parties irrevocably submit to the exclusive jurisdiction of the Handelsgericht Wien (Commercial Court of Vienna).
20. MISCELLANEOUS
20.1 These Terms, together with any Order, the DPA, the SLA and referenced policies, constitute the entire agreement and supersede all prior agreements or representations, written or oral, relating to the subject matter.
20.2 If any provision is held unenforceable by a competent court, the remaining provisions remain in full force.
20.3 A waiver of any right or remedy is effective only if in writing and shall not be deemed a waiver of subsequent breaches.
20.4 Headings are for convenience only and do not affect interpretation. “Including” means “including without limitation.”
20.5 The definitive version of these Terms is the English language version. Any translations may be provided for convenience only.