Allgemeine Geschäftsbedingungen (AGB)
der Upscore GmbH, Grimm 8, 20457 Hamburg
The following GTC apply to all of our services without the need to further reference the following terms and conditions again.
In case you attempt to introduce contradicting terms and conditions we explicitly exclude their applicability.
1. Framework agreement
These GTC form the framework for the provision and usage of our services.
2. Communication
Usually we communicate with you electronically, either via email or via messages into your user account. You will receive your invoices electronically in PDF format only.
3. Your Account, your usage
3.1. For accessing our online tools we provide you with access credentials (username and password).
3.2. We provide you with a master user account through which you can set-up and administrate user accounts for your employees and agents. In such case you are responsible for all actions of your sub-accounts and liable for potential costs. Please ensure that the users of your sub-accounts comply with the terms of these GTC.
3.3. Please ensure that the account credentials remain secure. Do not give away any username/password to any unauthorised third party. Please notify us immediately in the event that any of your accounts is or has been compromised. We will never ask for your password other than in our login-process.
3.4. We reserve the right to temporarily disable your access in case there is reason to believe that your account is compromised.
4. Availability
4.1. We are strongly committed to prevent any unavailability, loss of connection or other form of limited service. However, you should be aware that even when using latest technologies such issues cannot be fully avoided, namely for any system or connections beyond our area of responsibility.
4.2. Although we aim to provide you with the highest quality of service, we currently can only promise you an availability of our services of 99 %, based on an annual average.
5. Confidentiality, Reference
5.1. Any Confidential Information acquired in connection with our mutual agreement is to be kept secret at least for a period of three years after the end of our agreement. Confidential Information may only be disclosed to a third party where necessary under this agreement or when agreed between you and us in writing, or as required by law, subject that such third party is under substantially similar confidentiality obligations.
5.2. Confidential Information is any information (a) that is neither known to the recipient nor the general public prior to its disclosure and (b) for which the disclosing party has a legitimate interest in keeping such information secret. In particular, the following information is deemed confidential:
- information on the functioning of Upscore;
- analyses and training materials;
- the content of our agreement, especially services and the pricing.
5.3. We may use your logo and company name as a reference on our website, in company presentations or other forms of communication, except you explicitly object to this.
6. Payment Terms
6.1. All fees stated in our proposals, order forms or agreements are subject to additional VAT under the applicable law.
6.2. All invoices are to be paid within 14 days from the date of issue. In case of overdue payments, you are liable for the statutory default interest, currently amounting to 9 percentage points above the European Central Bank base rate.
6.3. You may object to our invoices within two months from date of issue in writing (email). If you do not raise any objection during that period the respective invoice will be deemed to be accepted by you.
6.4. In case you do not pay our invoices in time, we may - after an unsuccessful reminder - disable your account temporarily or exclude you from using certain features of our services until we receive the overdue amounts. For the time of such deactivation or limitation of service you are still liable for paying our fees.
7. Your data and content
7.1. We do not claim any rights on your data or content that you process on our platform. You have to ensure that all data is rightfully yours.
7.2. After termination of our contract we retain your data for a period one months, except a different period has been agreed. During that time you may export your data and content. We will delete the data and content (a) when you explicitly ask us to do so (b) where the data and content is evidently illegal or (c) after one months after the termination being effective.
8. Term and Termination
8.1. The term is as stated in the order form or in the service agreement.
8.2. A fixed term of an agreement will auto-renew for the same term unless you terminate by giving us notice not later than one month prior to the end of the term.
8.3. The right to terminate the agreement for cause remains unaffected.
9. Liability
9.1. We provide you with a tool designed to help you understand your data. This means that the quality and reliability of the results of your analysis depend a lot on your interpretation of your data and the correct use of our tools. Please ensure that you ask our tools the right questions.
9.2. We are liable in cases of
- intent, we are liability to the full loss;
- gross negligence, our liability is limited to the amount of the typical foreseeable loss that would have been prevented through the exercise of due care;
- absence of a guaranteed quality, liability is limited to the amount of foreseeable loss that would have been prevented by the presence of the guaranteed quality.
- In other cases, we are not liable except for breach of a major obligation. Such major obligation is assumed where the duty itself is a necessary prerequisite for the contractual performance, or where the breach of the relevant duty jeopardizes the purpose of the contract and where you could legitimately rely upon its fulfilment.
9.3. The liability for major obligations is limited to EUR 25.000 per year and EUR 10.000 per incident.
9.4. The limits of liability do not apply to claims
- relating to personal injury or death,
- under the German Product Liability Act (Produkthaftungsgesetz)
- for damages incurred as a result of fraud or fraudulent misrepresentation.
10. Applicable law, Dispute resolution
10.1. Any agreement between us shall be governed by the laws of the Federal Republic of Germany.
10.2. We sincerely hope that you will always be satisfied with our services. If you have any query or complaint, we will do our best to resolve all issues.
10.3. Hamburg courts will have exclusive jurisdiction over any dispute.
[This English translation is for informational purposes only. In the event of any inconsistencies, the German version shall prevail.]