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1. Definitions
‍"Order Form" means any written or electronic order, subscription agreement, or checkout confirmation executed between you and Sizekick that specifies the commercial terms of your subscription, including fees, service term, and any special provisions. If no separate Order Form exists, the terms agreed upon during the signup or onboarding process shall apply.

2. Acceptance of Terms
‍(a) Sizekick GmbH (“Sizekick”, "the company", "we", “us” or “our”) provides its Services (as defined in Section 3 (Scope of Services) below) to you subject to this Terms and Conditions agreement ("TOC" or "Agreement"). By accepting these TOC or by accessing or using the Service or Site, you acknowledge that you have read, understood, and agree to be bound by the TOC. If you are entering into these TOC on behalf of a business or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these TOC, in which case the terms "you" or "your" shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with these TOC, you must not accept this TOC and may not use the Service.
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(b) Sizekick may modify the TOC at any time. While we will make efforts to notify you as to when any changes have occurred, you shall assume all responsibility in reviewing the TOC periodically so you are apprised of any changes. If you continue to use any Service or Site after changes to TOC are posted, you are signifying your acceptance of these terms. If any change to this TOC is not acceptable to you, your only remedy is to terminate services per Section 8 (Termination) of these TOC.

3. Scope of Services
‍Sizekick offers a mobile AI-based size recommendation solution (the "Service"). It can be used, for example, but not exclusively, by fashion online shops that use our solution to give size advice to their customers while shopping apparel online. Another application of Sizekick’s size recommendation solution can be the digitalisation of remote body measuring and/or size detection process for apparel manufacturers or retailers. Our size recommendation solution is offered as Software-as-a-Service ("SaaS") to businesses (Business-to-Business). The use of the Sizekick size recommendation solution is free of charge for shop visitors or end users. The shops, brands, manufacturers, or retailers pay a SaaS fee for Sizekick’s Service.

4. License
‍Subject to your compliance with these terms and conditions, Sizekick grants you a limited, non-exclusive, non-transferable license to access and use our size recommendation solution. Sizekick reserves the right to revoke this license if it determines that the licensee has breached any term of this Agreement or is using the licensed material in a manner that is not authorized by this Agreement.

‍5. Fees and Payment
‍You will be required to pay a recurring SaaS fee for use of the Sizekick size recommendation solution. In addition to recurring SaaS fees, we may also charge usage-based fees depending on your usage of the services. Sizekick ​also ​reserves the right to charge for development hours incurred for customization or development requests made by ​you​. The details of such charges will be communicated to ​you​ and agreed upon before any customization or development work begins. Fees are non-transferable. Sizekick reserves the right to change the recurring SaaS fee and will provide you with reasonable notice of any changes.

‍6. Intellectual Property
‍All intellectual property rights, including trademarks and copyrights, in and to the Sizekick size recommendation solution are owned by Sizekick. You agree not to use any of our intellectual property without our prior written consent. Sizekick retains all proprietary rights in and to the Service, including but not limited to all software, data, technology, methodologies, techniques, and algorithms used in connection with the Service. Sizekick further owns all rights in and to any derivative works, aggregated datasets, anonymized insights, model improvements, and outputs generated through the operation of the Service, including those derived from or informed by customer data. You agree not to reverse engineer, decompile, or disassemble the Service or any part thereof.

‍7. Liability
‍(a) Cap on Liability. To the maximum extent permitted by applicable law, Sizekick's total aggregate liability to you arising out of or related to this Agreement, whether based on contract, tort (including negligence), or any other legal theory, shall not exceed the total fees paid by you to Sizekick in the twelve (12) months immediately preceding the event giving rise to the claim.

(b) Exclusion of Consequential Damages. To the maximum extent permitted by applicable law, Sizekick shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of data, or business interruption, even if Sizekick has been advised of the possibility of such damages.

(c) Mandatory Liability (German Law). Nothing in this Agreement shall exclude or limit Sizekick's liability for: (i) damages caused by intent (Vorsatz) or gross negligence (grobe Fahrlässigkeit) on the part of Sizekick or its legal representatives or vicarious agents (leitende Angestellte); (ii) injury to life, body, or health; (iii) claims under the German Product Liability Act (Produkthaftungsgesetz); or (iv) any other liability that cannot be excluded or limited under applicable mandatory law.
In cases involving the breach of a material contractual obligation (wesentliche Vertragspflicht / Kardinalpflicht) – being an obligation the fulfilment of which is essential for the proper performance of this Agreement and on which the other party regularly relies and may rely – caused by simple negligence (leichte Fahrlässigkeit), Sizekick's liability shall be limited to the foreseeable damage typical for this type of agreement. In such cases, the cap set out in Section 7(a) and the exclusion of damages set out in Section 7(b) shall apply to the extent permitted by mandatory law.

(d) Service Availability. The Services may be temporarily unavailable for scheduled maintenance, unscheduled emergency maintenance, or due to causes beyond Sizekick's reasonable control. Sizekick does not warrant that the Service will be uninterrupted, timely, secure, or error-free, nor that it will meet any standard of fitness beyond what is expressly described in this Agreement. No information, advice, or services obtained from Sizekick shall create any warranty not expressly stated in this Agreement. Sizekick is not liable for the content or availability of third-party services used in connection with the Service.

‍8. Termination
‍This Agreement is for the Initial Service Term as specified in the Order Form, and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the “Term”), unless you request termination at least two (2) months prior to the end of the then-current term. To the extent the Order Form specifies a Test Phase prior to the Initial Service Term, this Agreement shall apply from the Starting Date throughout any such Test Phase; any termination rights during the Test Phase shall be as set forth in the Order Form, and the notice period in this Section applies only upon expiry of the Test Phase.
Any amendments or additions to this Agreement must be made in writing and signed by authorized representatives of both parties to be effective. Such amendments shall remain in effect for the duration of the Agreement unless otherwise agreed in writing. For the avoidance of doubt, the foregoing does not limit Sizekick's right to modify its standard Terms and Conditions as set forth in Section 2(b). In addition to any other remedies Sizekick may have, Sizekick may terminate this Agreement for cause if you materially breach this Agreement and fail to cure the breach within fifteen (15) days after written notice describing the breach; in the case of overdue payments, Sizekick may terminate if amounts remain unpaid for thirty (30) days after a written reminder. If this Agreement is terminated early by Sizekick, any fees paid by you to Sizekick upfront and in advance for the Services will be refunded pro-rata by Sizekick, based on the number of days remaining in the current billing cycle.
Sizekick may make non-material changes to the Service at any time. Sizekick may discontinue all or a material part of the Service only with at least three (3) months' prior written notice; in that case, you may terminate this Agreement at the effective date of discontinuation and Sizekick will refund pre-paid fees pro rata for the period after termination.

‍9. Confidentiality
‍(a) Each party agrees that it will not disclose to any third party any Confidential Information of the other party, except as provided in this Agreement. Affiliates of the parties shall not be considered “third parties“ for the purposes of this Agreement.

(b) For purposes of this Agreement, "Confidential Information" means any non-public information that is disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") in connection with this Agreement, including, but not limited to, trade secrets, customer information, financial information, technical information, and any other information that is marked as confidential or that should be reasonably understood to be confidential. Confidential Information shall not include any information that (i) is or becomes publicly known through no fault of the Receiving Party, (ii) was known by the Receiving Party prior to disclosure by the Disclosing Party, (iii) is rightfully obtained by the Receiving Party from a third party without breach of any obligation owed to the Disclosing Party, or (iv) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information.

(c) The Receiving Party agrees to use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its affiliates' employees and contractors who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.

(d) The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure.

(e) The obligations of confidentiality under this Agreement shall survive the termination or expiration of this Agreement.

10. Indemnification
‍(a) By You. You agree to defend, indemnify, and hold harmless Sizekick and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or in any way connected with: (i) your breach of this Agreement; (ii) your negligence, fraud, or wilful misconduct; (iii) your violation of any applicable law, including applicable data protection law; or (iv) any claim by a third party (including your end customers) arising from your use of the Service in a manner not permitted by this Agreement.

(b) By Sizekick. Sizekick agrees to defend, indemnify, and hold harmless you and your officers, directors, employees, and agents from and against any third-party claims arising solely out of Sizekick's infringement of such third party's intellectual property rights through the Service as delivered, provided that such infringement is not caused by your modification or misuse of the Service or your combination of the Service with third-party products not approved by Sizekick.

(c) Procedure. The party seeking indemnification shall: (i) promptly notify the indemnifying party in writing of the claim; (ii) grant the indemnifying party sole control over the defense and settlement of the claim, provided that any settlement imposing obligations on the indemnified party requires prior written consent; and (iii) provide reasonable cooperation at the indemnifying party's reasonable expense.

The obligations set forth in this Section shall survive the termination or expiration of this Agreement.

11. Force Majeure
‍Neither party shall be liable to the other for any delay or failure to perform its obligations under this Agreement (other than payment obligations) to the extent such delay or failure is directly caused by events beyond the affected party's reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, government actions, cyberattacks on third-party infrastructure, or epidemics ("Force Majeure Event"). The affected party shall: (i) notify the other party in writing promptly upon becoming aware of the Force Majeure Event; (ii) use commercially reasonable efforts to mitigate the impact and resume performance; and (iii) resume performance as soon as reasonably practicable. If a Force Majeure Event continues for more than sixty (60) consecutive days, either party may terminate this Agreement by written notice without further liability, other than for fees already accrued and due.

12. Assignment
‍You may not assign, transfer, or delegate this Agreement or any of your rights or obligations hereunder, whether by operation of law or otherwise, without Sizekick's prior written consent. Any attempted assignment without such consent shall be null and void. Sizekick may freely assign this Agreement, in whole or in part, as part of any corporate restructuring or to a successor entity, provided that Sizekick provides you with reasonable prior notice. This Agreement shall be binding on and inure to the benefit of the parties' respective successors and permitted assigns.

‍13. Governing Law and Jurisdiction
‍These terms and conditions shall be governed by and construed in accordance with the laws of Germany. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of Munich, Germany.

‍14. Data Privacy
‍Please visit Sizekick Privacy Policy to understand how Sizekick collects and uses user information. Sizekick takes data privacy and security seriously and follows industry-standard practices to protect this data. To the extent that Sizekick processes personal data on behalf of you as the data controller in connection with the Service, the parties shall enter into a Data Processing Agreement (Auftragsverarbeitungsvertrag, "DPA") in accordance with Article 28 of the General Data Protection Regulation (GDPR). Sizekick's standard DPA has been prepared in cooperation with Sizekick's external Data Protection Officer, heyData GmbH (Schützenstraße 5, 10117 Berlin; datenschutz@heydata.eu). The DPA governs the categories of personal data processed (as specified in detail in Annex 1 of the DPA), the list of approved sub-processors, breach notification obligations, and data deletion on termination. The DPA forms an integral part of this Agreement. In the event of any conflict between this Agreement and the DPA with respect to the processing of personal data, the DPA shall prevail.

15. Machine Learning
‍You instruct and authorize Sizekick to continuously develop the services provided to you and your customers, including by anonymizing and analyzing the information provided by your customers (hereinafter "Customer Data") or by analyzing the Customer Data with the help of algorithms. For this purpose, you grant Sizekick a right to use the Customer Data.

‍16. Miscellaneous
‍This Agreement, together with any applicable Data Processing Agreement (DPA) and any Order Form(s), constitutes the entire agreement between you and Sizekick with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings. If any provision of this agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. Any failure by Sizekick to enforce any right or provision of this agreement shall not constitute a waiver of such right or provision. This Agreement governs your use of the Service, which is provided by Sizekick. By using the Service, you agree to be bound by this Agreement.
Any notice required or permitted under this Agreement shall be in writing. Notices to Sizekick shall be sent to contract@sizekick.io. Notices to you shall be sent to the email address associated with your account. Notice sent by email is deemed received on the date sent, provided no delivery failure notification is received. Either party may update its notice address by written notification to the other party.
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Last update: 20 May, 2026.