Terms and Conditions

Introduction

The Ubiscore platform for evaluations of companies in the field of privacy is operated by Ubiscore GmbH, Fürbringer Straße 15, 10961 Berlin (hereinafter referred to as “Ubiscore GmbH”). The services provided by Ubiscore GmbH are made available exclusively based on these General Terms and Conditions (GTC).

§1 Scope and Changes of the General Terms and Conditions

(1) Ubiscore GmbH does not offer its services to consumers. By submitting an offer to conclude a contract, the Customer confirms that he is not a consumer and that he is not acting on behalf of a consumer.

(2) These General Terms and Conditions (hereinafter referred to as “GTC”) apply to all business relations between the Customer and Ubiscore GmbH.

(3) Ubiscore GmbH is entitled to change these GTC if this seems necessary for valid reasons. This includes in particular cases in which adjustments to the legal and statutory situation or to new technical developments are necessary, regulatory gaps are to be closed, the range of services of Ubiscore GmbH is changed or this is done for the benefit of the Customer. If the contractual balance between the parties is significantly disturbed by the change and if the change becomes unreasonable for the Customer as a result, the change shall not be made.

(4) Ubiscore GmbH will inform the Customer at least six weeks before the intended change in writing or in text form.

(5) In case of an amendment to the GTC, the Customer has the right to terminate the contract without notice as of the effective date of the amendment. Ubiscore GmbH will explicitly point this out to the Customer in the notification of the impending change.

(6) The validity of any terms and conditions of the Customer is hereby expressly rejected. Any terms and conditions shall only apply if Ubiscore GmbH has expressly agreed to them in writing.

§2 Conclusion of Contract

The contract is concluded when Ubiscore GmbH accepts in text form the Customer’s application for the conclusion of a contract. 

§3 Duties of Ubiscore GmbH

(1) Ubiscore GmbH regularly collects publicly available data of the commissioned website(s) and application(s) as well as external sources with the help of web crawlers and web scrapers and assesses these data automatically and manually. In addition, Ubiscore GmbH interacts with the operator of the commissioned website(s) or application(s) from time to time (e.g. by sending test e-mails) and also evaluates the resulting data automatically and manually.

(2) The result of the data collection and evaluation is the so-called Ubiscore, which assesses the level of privacy. The Ubiscore and other information (e.g., company name, technologies and service providers used, privacy policy available yes/no) are graphically processed in a database and made publicly available.

(3) Ubiscore GmbH will provide the Customer with a badge as determined by the Ubiscore, which the Customer may place in accordance with § 4.

(4) The Ubiscore is determined independently by Ubiscore GmbH. The Customer has neither a claim to a specific Ubiscore nor to the fact that the derivation of a Ubiscore from the collected data remains unchanged during the term of the contract. The Customer has no right to know from Ubiscore GmbH how the Ubiscore is derived from the collected data.

§4 Badge

(1) Ubiscore GmbH reserves the right to assign the badge according to § 3 para. 3 for single domains or all domains of the Customer or for the Customer. Ubiscore GmbH reserves the right to change this during the contract period.

(2) If the badge is awarded for individual domains, the following applies: with the provision of the badge, the Customer receives the non-exclusive, non-sublicensable, non-transferable, worldwide right to make the badge publicly available on the respective domain. The right expires automatically as soon as the respective domain is no longer part of the contract between the Customer and Ubiscore GmbH. 

(3) If the badge is assigned for all domains of the Customer or for the Customer, the following applies: with the provision of the badge, the Customer receives the non-exclusive, non-sublicensable, non-transferable, worldwide right to make the badge publicly accessible on the respective domains of the Customer. The right expires automatically as soon as the contractual relationship between the Customer and Ubiscore GmbH ends.

(4) If Ubiscore GmbH does provide the badge as a file instead of by linking, the Customer is obliged to provide the badge with a link that refers to the corresponding entry of the Customer’s domain in the database of Ubiscore GmbH.

(5) The Customer is not allowed to edit the badge in any way.

§5 Remuneration

(1) The Customer is obligated to pay the agreed upon remuneration. Unless otherwise specified, Ubiscore GmbH will issue an invoice at the end of a calendar month, which is due without deduction within 14 days after receipt of the invoice.

(2) Ubiscore will offer different payment methods. If Ubiscore GmbH offers the SEPA direct debit procedure, the Customer shall ensure that the necessary coverage is available on the account for a trouble-free direct debit collection. 

(3) If Ubiscore GmbH offers the possibility to use the service free of charge for a limited period of time (e.g. so-called trial period), the Customer’s obligation to pay for the service automatically starts with the expiration of this limited period of time, if the Customer does not cancel the service in time before.

§6 Price Adjustment

(1) Ubiscore GmbH will adjust the prices to be paid on the basis of this contract at its reasonable discretion.

(2) Price changes will be communicated to the Customer in text form with a notice period of at least 6 weeks prior to the effective date. In the event of a price increase, the Customer shall have the right to terminate the contract without notice as of the effective date of the change. Ubiscore GmbH will separately inform the Customer about the right of termination in the notification about the price change.

§7 Duration, Termination

(1) The contract is concluded for the term specified in the individual contract or subscription/remuneration model.

(2) The contract shall be automatically extended by the term specified in paragraph 1, unless a party terminates the contract with four weeks’ notice to the end of the agreed term or the extended term. 

(3) The right of the parties to terminate the contract without notice for good cause shall remain unaffected by the above provisions.

§8 Data Protection

The data collected in connection with this contractual relationship will be automatically stored, processed and used by Ubiscore GmbH within the scope of the purpose of the contractual relationship (e.g. creation of the Ubiscore, invoicing, customer support) in compliance with data protection regulations and may be passed on to commissioned third parties for the purpose of executing the contractual relationship. Further information on data protection is available in the privacy policy: https://www.ubiscore.com/privacy-policy/. To avoid misunderstandings: Ubiscore GmbH is responsible for the storage, processing, use and disclosure of data.

§9 Liability of Ubiscore GmbH

(1) Ubiscore GmbH is liable without limitation in case of intent and gross negligence. Ubiscore GmbH is also liable in case of negligent violation of essential contractual obligations. Essential contractual obligations are those obligations that enable the proper execution of the contract, whose violation endangers the achievement of the purpose of the contract and on whose fulfillment the Customer may rely. In case of breach of essential contractual obligations, Ubiscore GmbH shall not be liable for damages that are not foreseeable and not typical for this type of contract. The limitation period for claims according to sentences 2-4 is two years. Ubiscore GmbH is not liable for slightly negligent violation of other obligations.

(2) The foreseeable damage is limited in amount per calendar year to half of the remuneration received by Ubiscore GmbH from the Customer in this calendar year.

(3) The above limitations and exclusions of liability do not apply in case of fraudulent concealment of a defect, in case of injury to life, body and health or in case of assumption of a guarantee by Ubiscore GmbH. The liability of Ubiscore GmbH according to the product liability law remains unaffected.

(4) The foregoing exclusions or limitations of liability shall also apply with respect to the liability of Ubiscore GmbH’s legal representatives, agents and vicarious agents.

(5) A change of the burden of proof to the disadvantage of the Customer is not associated with the above provisions.

§10 Confidentiality

(1) The contract and all information about the business and/or activities of the respective party as well as confidential information and trade secrets disclosed by the Customer to Ubiscore GmbH or disclosed by Ubiscore GmbH to the Customer (collectively “Confidential Information”) shall be treated as confidential and shall not be disclosed to third parties unless required by law or necessary for the performance of contractual obligations by Ubiscore GmbH. The Customer undertakes to Ubiscore GmbH and Ubiscore GmbH undertakes to the Customer that neither they themselves nor their employees or representatives will use Confidential Information for their personal benefit or disclose or make Confidential Information available to third parties. Third parties are not companies affiliated with Ubiscore GmbH.

(2) Each Party undertakes to use all reasonable efforts to prevent Confidential Information from being stolen, falling into the hands of unauthorized persons or being disclosed to third parties, in which case the disclosing Party has not given the other Party written permission to disclose such Confidential Information, and, with respect to the security, integrity and confidentiality of the Confidential Information, to ensure unconditionally that it is at least at the same level as the receiving Party’s own Confidential Information. If a party becomes aware of cases of disclosure, misappropriation or misuse of Confidential Information by a third party, then it is obliged to notify the affected party immediately and in writing. Should the affected party in the course of this initiate legal and/or judicial steps, the other party agrees to provide the support necessary for the successful prosecution of the initiated legal and/or judicial steps. 

(3) The confidentiality obligation does not apply to information:

(a) which has (been) generally available to the public without this having come about as a result of a breach of this contract by a party, its employees or agents;

(b) which was already in the possession of the party, as evidenced by files and records of the party, at the time the contract was entered into or disclosed by the disclosing party and which did not come to the party as a result of a breach of the duty of confidentiality, whichever is earlier;  

(c) which the party lawfully received from a third party who is fully authorized to disclose such information and who, in making such disclosure, did not breach this or any other contract; or

(d) which the party has independently developed or commissioned the development of without recourse to Confidential Information and without breaching the duty of confidentiality.

§11 Final provisions

(1) These GTC and all contracts concluded on the basis of these GTC shall be governed by the laws of the Federal Republic of Germany. The application of the UN Convention on Contracts for the International Sale of Goods and the conflict of laws rules of German private international law is excluded.

(2) The place of jurisdiction for all disputes arising from or in connection with these GTC and/or a contract is the registered office of Ubiscore GmbH.

(3) The Customer may only set off undisputed or legally established claims. The Customer may only exercise the right of retention if his counterclaim is based on the same contractual relationship. The assignment of claims of the Customer against Ubiscore GmbH to third parties is excluded.


14 January 2023