Pricing Definitions

for the Provision of Software (“Charles Service”)


last updated on 14 May 2025

 

available at https://www.hello-charles.com/pricing_definitions

 

Preamble

These Pricing Definitions are part of the Agreement between Charles GmbH, Gartenstraße 86-87, 10115 Berlin (“Charles”) and its Client as specified in the Commercial Agreement ("Client"). 

 

  1.  Pricing Definitions

 

1.1 Commission. If the Fees pursuant to the Commercial Agreement include a commission, this commission shall also be due for orders placed by a Contact which are not executed later or which are reversed, e.g., due to a withdrawal before or after delivery. However, the commission shall be refunded to the Client by Charles, provided that the Client has effectively informed Charles of the right of withdrawal, the Client is not acting fraudulently, a Contact as a consumer legally exercises their legal right of withdrawal based on the Client's proper withdrawal policy and the Client provides appropriate evidence of this proper withdrawal to Charles.

 

1.2 Fee per Authorized User. If the Fees pursuant to the Commercial Agreement include a Fee by Authorized user for a given period, this Fee applies for any user account that is or has been registered during the respective period regardless for how long this Authorized User has been registered.

 

1.3 Fee per Monthly Active Contact. If the Fees pursuant to the Commercial Agreement include a Fee by Monthly Active Contact (“MAC”), this Fee applies with the first message sent or received via a specific Selected Messaging Channel application from or to a Contact during a contractual month. This applies regardless of how many messages have been sent or received within a contractual month.

 

1.4 Conversation-based Fees. If the Commercial Agreement between the Client and Charles refers to Conversations, this Meta Pricing page applies:

https://developers.facebook.com/docs/whatsapp/pricing

 

Additionally, if the Commercial Agreement between the Client and Charles

  • was signed before June 15th 2023 and the Fees pursuant to the Commercial Agreement refer to an Inbound- or an Outbound-Conversation, the following definitions shall apply: (i) Outbound-Conversations: A conversation that initiates from a business including Marketing-, Utility-, Authentication-Conversations (business-initiated); (ii) Inbound-Conversations: A conversation that initiates in response to a user message including Service-Conversations (user-initiated).
  • was signed from June 15th 2023 onwards and the Fees pursuant to the Commercial Agreement refer to a Marketing-, Utility-, Authentication, or Service-Conversation, the same definitions as defined by Meta and WhatsApp apply.
  • refers to Conversations and is still in effect after 1st July 2025, Conversation-based Fees are deprecated and will be automatically replaced with Per-Template Fees outlined in section 1.5 and per the Pricing updates on the WhatsApp Business Platform: https://developers.facebook.com/docs/whatsapp/pricing/updates-to-pricing. This change applies from 1st July 2025 onwards.

 

1.5 Per-template Fees. If the Commercial Agreement between the Client and Charles refers to Per-template Fees or refers to Conversations but has been automatically replaced with Per-template Fees following the 1st July 2025, this Meta Pricing page applies. https://developers.facebook.com/docs/whatsapp/pricing/updates-to-pricing.

 

1.6 Subscriber-based Fees. If the Commercial Agreement between the Client and Charles refers to Subscribers, a Subscriber is a Contact who has given their consent to receive communication from the Client over at least one specific Selected Marketing Channel and has not revoked their consent.

 

1.7 Additional WhatsApp Fees. For the use of WhatsApp, the Fees to be paid to Charles include Fees of WhatsApp to access and send out messages or other communication in accordance with the applicable WhatsApp Terms agreed to between the Client and WhatsApp. By default, the latest WhatsApp fees shall be deemed to be dynamically agreed as published by WhatsApp. More information on Pricing for the WhatsApp Business Platform can be found here: https://developers.facebook.com/docs/whatsapp/conversation-types

 

1.8 Renewal of Subscription. When renewing a Subscription Period, Charles reserves the right to adapt Fees for the Charles Service at its own discretion, including whether any discounts are offered or continued. When increasing Fees, Charles will consider factors such as the development of the Consumer Price Index (CPI) of the German Federal Statistical Office and fee adjustments by partners such as Selected Messaging Channel providers. Charles shall notify the Client of such a Fee increase in Text Form (i) at least one (1) month before the end of the running Subscription Period and (ii) sufficiently in advance to allow the Client at least ten (10) working days to determine whether to terminate the Subscription to the end of the running Subscription Period, whereas the agreed ordinary notice periods shall remain unaffected. If the increase in the Fees is more than 8% p.a. in total, the Client has the right to terminate the Charles Service without notice period at the end of the current running Subscription for cause in Written Form.

 

  1. Final Provisions

2.1 Changes to the Pricing Definitions. Charles may change these Pricing Definitions at any time at its sole discretion by notifying the Client about the changes one month before the changes take effect. If Client does not object within fifteen days of receipt of the notification, the changes are deemed accepted. Charles has no obligation to notify and the Client has no right to object i) if changes are legally required by a change in the law or imposed by Third-Party-Services (e.g. WhatsApp or Meta) or ii) in case of non-material adjustments and minor changes not affecting the Client’s use of the Charles Service.

 

2.2 Deviating Provisions. Deviating provisions to these Pricing Definitions apply only if individually agreed upon in written form by Charles and the Client.