General Terms and Conditions of UNIDY GmbH

Last updated August 2021

I Use of ID Solution / Software Services

I §1 Validity

I §2 Definitions

"ID Solution" or "Unidy Services" means all services, white-lable ID solutions and connected service modules offered by Unidy and made available on data networks or data carriers.

"Opt-ins" refer to any new active user consent in connection with the ID solution. For example: Both the registration of a user ID and channel opt-ins (e.g. newsletter) or service opt-ins (e.g. ticket shop) count as one opt-in.

I §3 Conclusion of contract

The contract is concluded when Unidy expressly confirms the booking of a service to the Customer in writing, in text form, e.g. by an offer to be accepted by the Customer, or by displaying a corresponding online dialogue or by unambiguous behaviour (e.g. start of providing the service).

I §4 Services, performances, subject matter of the contract

I §5 Term, termination

The contract term depends on the selected service. This can be terminated at any time at the end of the agreed minimum term; otherwise the contract term is extended in each case by the period corresponding to the agreed minimum term, provided this is a maximum of one year. In the event of a longer minimum term, the contract term shall be extended by one year in each case. The termination can be made by letter, fax, email or, if available, via a corresponding button in the Unidy application.

I §6 Special obligations of the customer

I §7 Warranty

Warranty takes place primarily through rectification, for which the customer must grant Unidy a reasonable period of time. If this finally fails after two unsuccessful attempts, the customer is entitled to a reduction of the remuneration or to an extraordinary termination. Other rights of the customer remain unaffected. The period of limitation for deficiencies in performance of Unidy, as far as these are not based on intention, is hereby reduced to 12 months.

I §8 Impairment of services, exclusion of liability

3. The provisions of Clause 2 shall apply to all claims for defects, damages or other compensation of the Principal arising from or in connection with the performance of the contract and cases of liability irrespective of the legal basis on which they are based (e.g. warranty, delay, impossibility, any breach of duty, existence of an impediment to performance, tort, etc.) except for claims
4. The objection of contributory negligence (e.g. breach of the customer's obligations pursuant to § 6 of these GTC) remains open.
5. The limitation period for liability claims against Unidy is reduced to 12 months, unless a case of § 8 No. 2 letter a exists.
6. The Client indemnifies Unidy under the terms of the separately agreed AV contract from possible claims of third parties, which are based on his violation of data protection regulations.

I §9 Rights of use

I §10 Reference customer clause, granting of rights

The Client grants Unidy the right, freely revocable at any time in the future, to use its company, product and service names as well as logos and other company marks within the services of Unidy as well as in other marketing materials with reference to the Unidy services with reference to the Client relationship, without being obliged to do so.

I §11 Payments, due date, delay, SEPA time limit reduction

I §12 Price adjustment

In order to maintain a balanced relationship between performance and consideration, even in the case of long contract terms, Unidy reserves the right to increase the price of its plans or, if applicable, other services by up to 20 percent once per calendar year at the beginning of a renewal period in order to adjust to higher production costs, alternatively in the amount of the consumer price index related to the month of invoicing.

Unidy will announce the change to the customer two months in advance in text form. The change will be considered as agreed if the customer does not object in text form within three weeks after receipt of the announcement. If the customer objects, Unidy is entitled to an extraordinary right of termination. The termination will take effect at the time from which the change is to apply. Unidy will point out the period and the legal consequences of its neglect to the customer separately in the announcement.

I §13 Data processing, granting of rights

1. Unidy will, for all personal data provided by the Client:
2. Unidy may produce analyses using information resulting from the Client's use of the Service for Unidy. For these analyses, the data is anonymised and aggregated. This analytics data may be used for product quality improvement, resource optimisation, new product research and development; performance improvement, data security and integrity verification; and data products such as industry trends and anonymous benchmarking.

I §14 Changes to GTC

These GTC may be amended for ongoing contractual relationships. Amendments shall be offered to the customer in text form no later than two months before their proposed date of entry into force. The customer's consent to the offer is deemed to have been given if he has not indicated his rejection in text form within three weeks after receipt of the offer. If the customer rejects the offer, Unidy is entitled to an extraordinary right of termination. The termination will take effect at the time from which the change is to apply. Unidy will inform the customer separately in the offer about the deadline and about the effect of approval in case of its neglect.

I §15 Choice of law, place of fulfilment, place of jurisdiction, text form clause

The law of the Federal Republic of Germany applies. Place of fulfilment and place of jurisdiction is the seat of Unidy GmbH. Unidy is entitled to sue customers also at the place where their assets are located. All changes of these general terms and conditions including this text form clause require the text form. The invalidity of individual provisions does not affect the remaining validity of the other provisions of these GTC.

II Creation services

These general terms and conditions apply to business relations in which Unidy GmbH provides creation services (service or work-contractual services) for a client (hereinafter also "AG"). For the use of the ID solution and software services of Unidy GmbH, the general terms and conditions under "I Services" apply.

II §1 Creation contract

II §2 Remuneration

Surcharges in %
09:00-18:00 Uhr
18:00-24:00 Uhr
24:00-09:00 Uhr
Working Day

II §3 Third-party and ancillary costs

II §4 Terms of payment

II §5 Obligation to cooperate

2. Specific duties to cooperate and a schedule for the performance of the duties to cooperate may be stipulated in the construction contract. The Client shall provide all cooperation services at its own expense.

II §6 Coordination

II §7 Dates

II §8 Functional testing / acceptance

4. from the day of the handover. Defects of the contractual performance results ascertained during this period have to be recorded by the contractor in a defect protocol, described exactly and communicated to Unidy in writing.
5. If the contractor does not inform him in the context of the test of recognisable disadvantageous deviations of the contractual performance results from the contractually agreed quality of Unidy as provided for in item 3, the contractual performance results shall be deemed to be agreed in accordance with the contract with regard to these unreported deviations.
6. In the event that the Principal culpably fails to fulfil its obligation to participate in the test or fails to do so in full, the same shall apply with regard to the deviations recognisable during a dutiful participation. The Principal's duty to point out detected defects even after the test has been carried out shall remain unaffected by this.
7. If the Client does not notify Unidy of any serious errors (the system cannot be used; the error cannot be circumvented with organisational or other economically justifiable aids) as provided for in Clause 3 after the expiry of the deadline specified in Clause 3, he is obliged to grant acceptance in writing for the contractual performance results, at the request of Unidy, a form provided by Unidy.
8. Serious faults notified to Unidy by the client according to point 3 will be eliminated by Unidy and the test procedure will be carried out again in this respect. All other deviations from the contractually agreed quality reported according to point 3 will be eliminated by Unidy within the framework of the guarantee.

II §9 Particularities of agile development

II §10 Warranty

II §11 Liability

II §12 Participation of third parties

For third parties who become active for him in the area of activity of Unidy at the instigation of or with the tolerance of the AG, the AG has to be responsible as for vicarious agents. Unidy is not responsible vis-à-vis the AG if Unidy cannot fulfil its obligations vis-à-vis the AG completely or partially or not in time due to the behaviour of one of the aforementioned third parties.

II §13 Changes to performance

II §14 Rights to performance results

4. The client is only entitled with the consent of Unidy to grant simple or exclusive rights of use to third parties with regard to individual or all rights granted in the contract or to transfer the acquired (rights of use) in whole or in part to third parties.
5. The CL is not entitled to edit or otherwise redesign the contractual overall product and in this context free components together with documentation without the express and written consent of Unidy.The CL can demand from Unidy the release of the source code of software components which are an integral part of the performance successes and results delivered by Unidy to the CL in fulfilment of this contract, only under the same conditions and to the same extent in which he is entitled to decompile such software components according to § 69 UrhG or insofar as this is necessary for the elimination of errors. The CL may not pass on the source code to third parties without the express written consent of Unidy.
6. All rights of the AG according to the preceding clauses 3 and 4 are subject to the condition precedent (§ 158 paragraph 1 BGB) that the AG has paid the remuneration owed according to this contract for the creation of the contractual overall product to Unidy in full. If Unidy delivers the contractual overall product to the CL beforehand, then the CL is only entitled to the rights described in point 3 lit. a) to B) until the occurrence of the condition precedent described in the preceding sentence 1 with the proviso that these can be revoked in writing or completely by Unidy at any time and without stating reasons from the occurrence of the due date of the remuneration.
7. If Unidy has used software or software components licensed by third parties, in particular open source software, during the creation of the performance results and results delivered to the CL in fulfilment of this contract, Unidy grants the CL only those rights to such software or such software components - if necessary deviating from the above agreements - which it may grant to the CL on the basis of the contract with the third party.
8. Third-party claims for payment in settlement of copyrights and ancillary copyrights as well as the right to one's own image shall be borne by the Client. GEMA fees and other fees for use, artists' social security contributions and customs costs, also insofar as they arise subsequently, shall be invoiced to the Client.
9. With regard to the rights to external services, designs, software, images, music, etc. obtained from third parties for the production, Unidy is only charged with the careful obtaining of the rights necessary for the use of the contract. The obtaining of rights will be documented by Unidy and the obtained rights will be transferred to the client. Unidy lets itself give as far as possible the assurance of the third parties that the granting of rights is complete and that the contractual utilisation is not impaired by rights of others.As far as Unidy has doubts about the existence of the obtained third party rights, it will inform the CL of this. If the client gives written instructions to include the elements in question in spite of the warning, he assumes the liability and exempts Unidy from all damages and claims of third parties resulting from this, including the costs of legal action in case of possible attacks of third parties against Unidy. In case of serious concerns, Unidy may refuse to include such elements. The same applies to elements which the CL himself or third parties named by him contribute to the inclusion in the agency services and productions.A guarantee for the third-party rights obtained by the CL and provided by the CL is not assumed. Upon request - especially in the case of multimedia productions - a suitable rights clearing office shall be engaged, the costs of which shall be borne by the Client.

II §15 Other

II §16 Non-solicitation agreement

The Client acknowledges Unidy's legitimate interest in protecting its professional and technical know-how. During the collaboration and for a period of one year thereafter, the Client undertakes not to entice away any of Unidy's employees or freelancers used in the Client's projects or to hire or employ them without Unidy's consent, including as freelancers. For each case of culpable infringement, the Client shall pay to Unidy a contractual penalty to be determined by the latter at its reasonable discretion and, in the event of dispute, to be reviewed by the competent court with regard to its appropriateness.

II §17 Reference customers

Unidy is entitled to name the Client as a reference client on its website and in other media or marketing documents and to also use the Client's company logo or trademark for this purpose within the framework of a revocable, simple right of use. The Client undertakes to indicate in a suitable place, when distributing, publishing and/or making publicly available the services created by Unidy for him (e.g. websites, apps or similar), that Unidy was active as a service creator for the Client and to set a corresponding link to the website of Unidy, unless this would be unreasonable for the Client in the individual case.

II §18 All amendments and additions of a contractual nature