General Terms and Conditions (GTC)

of Upscore GmbH, Burchardstraße 17, 20095 Hamburg, Germany

The following GTC apply to all of our services without the need for further reference.

In the event that you introduce conflicting terms and conditions, we explicitly exclude their applicability.

1. Framework Agreement

These GTC form the framework for the provision and use of our services.

2. Communication

We generally communicate with you electronically, either via email or through notifications in your user account. Invoices are provided exclusively in electronic PDF format.

3. Your Account and Use

3.1

We provide you with access credentials (username and password) to access our online tools.

3.2

We provide you with a master user account that allows you to create and manage user accounts for your employees and service providers. You are responsible for all activities carried out via these sub-accounts and for any resulting costs. Please ensure that all users of sub-accounts comply with these GTC.

3.3

You must ensure that your access credentials remain secure. Do not share usernames or passwords with unauthorised third parties. Please notify us immediately if any account is or may have been compromised. We will never ask for your password outside of the login process.

3.4

If we have reasonable grounds to believe that your access credentials are being misused by third parties, we reserve the right to temporarily suspend your access.

4. Availability

4.1

We make every reasonable effort to prevent service interruptions, connection issues or other limitations. However, even when using state-of-the-art technology, such issues cannot be completely ruled out, particularly where systems or connections are outside our control.

4.2

While we strive to provide the highest service quality, we currently guarantee an availability of 99% on an annual average.

5. Confidentiality and Reference

5.1

Confidential information disclosed in connection with our agreement must be kept confidential for at least three years after the end of the agreement. Disclosure to third parties is only permitted where required by law, necessary for contract performance, or agreed in writing between you and us, provided the recipients are subject to substantially equivalent confidentiality obligations.

5.2

Confidential Information is any information that (a) was not known to the recipient or the public prior to disclosure and (b) is subject to a legitimate interest in confidentiality by the disclosing party. In particular, the following information is considered confidential:

• Information about the functioning of Upscore
• Analysen und Schulungsmaterialien
• The content of the agreement, including services and pricing

5.3

We may use your logo and company name as a reference on our website, in presentations and other communication materials, unless you explicitly object.

6. Payment Terms

6.1

All prices stated in proposals, order forms or agreements are subject to applicable VAT.

6.2

All invoices must be paid within 14 days from the date of issue. In the event of late payment, statutory default interest applies, currently 9 percentage points above the European Central Bank base rate.

6.3

You may object to invoices within two months of the issue date in writing (email). If no objection is received within this period, the invoice is deemed accepted.

6.4

If invoices are not paid on time, we may, after an unsuccessful reminder, temporarily suspend your access or restrict parts of our services until outstanding amounts are settled. Payment obligations remain unaffected during such suspension.

7. Your Data and Content

7.1

We do not claim any rights to the data or content you process using our platform. You are responsible for ensuring that you have the legal right to use such data.

7.2

After termination of the agreement, we retain your data and content for one month unless otherwise agreed. During this period, you may export your data. We will delete the data (a) upon your request, (b) if the data is clearly unlawful, or (c) one month after termination.

8. Term and Termination

8.1

The term is defined in the order or service agreement.

8.2

Fixed-term agreements automatically renew for the same duration unless terminated with one month's notice prior to the end of the term.

8.3

The right to terminate for cause remains unaffected.

9. Liability

9.1

We provide you with a tool that helps you understand your data. The quality and reliability of your analysis results depend strongly on your interpretation of your data and the correct use of our services. Please ensure that you use our services appropriately.

9.2

We are liable in cases of:

• Intent: liability for the full amount of damages
• Gross negligence: limited to foreseeable damages that could have been avoided with due care
• Breach of a quality guarantee: limited to foreseeable damages that would have been avoided if the guarantee had been fulfilled

In all other cases, liability is excluded except in the case of breach of essential contractual obligations. Such obligations are those whose fulfilment is essential for proper contract performance and on which you may reasonably rely.

9.3

Liability for essential contractual obligations is limited to EUR 25,000 per year and EUR 10,000 per incident.

9.4

These limitations do not apply to claims:

• for personal injury or death
• under the German Product Liability Act
• arising from fraud or fraudulent misrepresentation

10. Applicable Law and Dispute Resolution

10.1

The laws of the Federal Republic of Germany apply.

10.2

If you have any questions or complaints, we will do our best to resolve them.

10.3

The place of jurisdiction is Hamburg.