General Terms and Conditions for the free trial use and the paid use of idgard®

(PDF-version)

§ 1 Subject matter / description of services

uniscon universal identity control GmbH, Ridlerstr. 57 (Newton), 80339 Munich, Germany (hereinafter referred to as “uniscon”) offers the contractual partner (hereinafter referred to as “Customer”) to use the idgard service within the scope of the following provisions. Consumers according to section 13 of the German Civil Code (§13 BGB) cannot be contractual partners.

(1)  The subject matter of the contract is the provision of the service idgard defined below exclusively for the exchange and transmission of data. For all Full Licenses, storage volume is provided by uniscon, which then enables a secure exchange of confidential data with third parties. uniscon thus provides services for storing, retrieving, managing and viewing files via the Internet. For this purpose, uniscon provides the Customer with system resources on a virtual server. The Customer can store and access content on this server up to a contractually agreed volume in accordance with the Technical Specification, which is part of the contract as Annex A. The Services shall give the Customer the possibility to share the content with others via the Internet. However, idgard is not an archiving service.

(2)  The services of uniscon are limited to the data communication between the delivery point of the own data communication network operated by uniscon to the Internet and the server provided for the Customer. It is not possible for uniscon to control the data traffic outside of its own communication network. A successful forwarding of information from or to the computer requesting the content is therefore not owed in this respect.

(3)  An unrestricted use of idgard also with the help of third party software or the tools and interfaces mentioned in the technical specification is not owed either.

(4)  The average availability of the service is 99.5%, based on a contract year excluding any maintenance periods. During maintenance work, the aforementioned services are not available.

(5)  Specific transfer volumes and bandwidths for uploads and downloads are not the subject of the service.

(6)  Software helpful for the use of the Service (e.g. desktop and mobile applications as well as integrations into products of other providers) for the end devices of the User shall be provided to the User free of charge for use. Among other things, this software serves to monitor the integrity of the TLS connection to idgard. The use of this software is partially restricted for Guest Licenses.

§ 2 Definitions

(1)  idgard

“idgard” or “Service” is a cloud service that allows data to be exchanged confidentially within organizations and across organizational boundaries. It ensures that data is encrypted at the time of transfer and remains inaccessible due to the unique Sealed Cloud base technology. Even uniscon cannot view or decrypt User’s data at any time. The activation of two-factor authentication is recommended.

(2)  Privacy Boxes

For the purpose of data exchange idgard offers the possibility to create own storage areas for files and applications of all kinds, so called “Privacy Boxes”. Only the User and users invited by such User (“Invited User”) have access to these storage areas. The files are not accessible to uniscon or its employees.

The invitation of the Invited Users is done by selection from a list, provided that these Users are covered by the same contract, or by means of so-called “box links”, which the User transmits to the Invited Users. The latter call up the link in their browser and thus gain access to the Privacy Box. If the Invited User also calls up the box by means of idgard, the Invited User receives permanent access to the Privacy Box and becomes a permanent member of the communication circle of this box. The maximum number of such calls (access quota) is determined by the User. In this way, the number of calls and thus indirectly the circle of Invited Users can be strictly limited. For additional security, the Invited Users can optionally be given a so-called “box code” via a separate communication channel, which is then additionally queried when the box is called up for the first time.

A sealed exchange of digital data between different parties is made simple in this way. “Sealed” means that the telemedia or telecommunications providers involved in such communications cannot read the data. The same applies to uniscon itself.

(3)  Data Rooms

Data Rooms are Privacy Boxes that provide additional functions by booking an additional option for which a fee is charged. These are, on the one hand, a journal with which the actions (uploads & downloads, viewing of the document, deletions, etc.) of the Users are documented and, on the other hand, measures for distribution protection (watermarks, etc.) can be taken. The creation of the journal can take periods of time in the range of minutes.

Furthermore, the distribution protection measures – in detail, a watermark from the user name with the date and time of the download, the function of only being able to view a document on the screen, and an alarm if Users download more than a configurable number of documents in a configurable period of time – serve to make the distribution of the documents more difficult, but cannot reliably prevent it.

(4)  Full License

A Full License is the standard license of idgard. A Full License is an authorization bound to a specific person (registered by name) to access or use functionalities of idgard. Full Licenses are to be used for members of the Customer’s company or executive bodies. The Customer may also grant full licenses to other persons named by him outside the company, in particular his vicarious agents. The holder of a Full License is in particular entitled to grant a number of Guest Licenses defined in the Service Package and to invite for this purpose such persons who do not belong to the Customer’s company.

(5)  Guest License

A Guest License is a non-transferable authorization, bound to a certain (registered by name) person, for limited access to or use of functionalities of idgard for such persons who do not belong to the Customer’s company; the use of a Guest License requires the invitation by the holder of a Full License. Guest Licenses may not be granted to (i) employees within the Customer’s own company or (ii) users within affiliated companies of the Customer within the meaning of sec. 15 German Stock Corporation Act (AktG) et seq. or (iii) members of the executive bodies of these entities. For these, full licenses must be acquired in each case.

§ 3 Conclusion of the contract

(1)   General

uniscon offers the idgard service to the Customer on the websites www.idgard.de and www.idgard.com. In order to use idgard, the Customer must subscribe. For this purpose, the provided online form has to be filled out and sent to uniscon (“Offer”). During the registration, the creation of a personal profile by the Customer is required. In doing so, the Customer undertakes to provide the requested data correctly and completely, in particular a valid e-mail address. In order to be able to use idgard, the customer must furthermore choose an administrator identification (user name) and determine a password for authentication. The e-mail address provided by the customer is considered the contact address between uniscon and the Customer. uniscon will send all information concerning the contractual relationship to this contact address.

Acceptance of the offer is decided by uniscon at its own discretion. With the confirmation by uniscon, a contract between the Customer and uniscon is concluded. The non- acceptance does not require any justification. The Customer receives a notification about the acceptance.

If a Customer uses a bonus code during registration that defines a free trial period, it applies only to the scope of licenses of the corresponding package.

The Customer can view all contract texts and the current status of the individual contract data at idgard at any time.

Nevertheless, the customer is recommended to print or save the texts.

(2)   Use of idgard by invitation

If a Customer invites Users of the type “Full License” or “Guest” to a usage of idgard free of charge for these Users, it is necessary for the activation of the idgard access that the User designates a user ID and a password for authentication and agrees to the GTC.

If a User of the type “Full License” forgets his idgard username or password and the so-called “Password Unblocking Key” (PUK), he can be re-invited by the administrator and thus determine a new username and password. Users of the “Guest License” type can be re- invited by the inviter.

(3)   Paid use of idgard

The Customer can initially use idgard free of charge for a defined period of time or immediately conclude a contract with costs. In the context of the free trial use, a User can change from the type “Administrator” under the menu item Admin / Contract status or by other order with uniscon to the paid use. Further (payment) details are required for this.

Only standardized packages can be booked on the website www.idgard.de and www.idgard.com. Extensions and changes, i.e. switching between packages or adding full or guest licenses, can be made at idgard under the menu item Admin / Booking. A new request for more than 10,000 licenses within 90 days requires at least 90 days advance notice.

Only by confirming the button “Buy Now” the Offer is submitted. After that, no more input corrections are possible. The contract for the paid use of the service idgard is again only concluded by the confirmation by uniscon.

The Customer may at any time informally extend the contract to include further Full Licenses. The then applicable remuneration rates shall apply. In the case of extension during the year, billing is on a pro rata temporis basis.

§ 4 Duties of uniscon

(1)   uniscon is obligated to provide the Customer with the subject matter of the contract as defined in § 1 and § 2 during the term of the contract as ordered. The accessibility of certain target networks or sites is not owed by uniscon.

(2)   uniscon is not responsible for the functionality and performance of the user-side transmission system, nor for the performance of third party communication and transmission systems which, due to the Internet-specific characteristics, participate in the transmission of the data but were not selected by uniscon and whose behavior cannot be influenced by uniscon.

(3)   The obligations of uniscon according to section 312i, para. 1, sentence 1, no. 1 to 3 of the German Civil Code and section 312i, para 1 sentence 2 of the German Civil Code (BGB) are hereby waived.

§ 5 Cooperation Duties of the Customer / User
(1)   The Customer undertakes to comply with the system requirements set out in the Technical Specifications. He may only use the interfaces recognized as standard or specified by idgard. Deviations require written consent.

(2)   The access data such as password and user ID are defined by the User himself during the access creation. They are to be selected in compliance with recognized standards. Credentials may not be passed on to third parties. If the single-sign-on function has been booked, deviating rules may be agreed upon.

(3)   User name and password are only stored anonymously. The aforementioned data is not accessible to uniscon due to its own and characteristic data protection measures, so that it can no longer be retrieved by the User via uniscon. The User of a Full License is obliged to keep his access, including the “Password Unblocking Key” (PUK) generated during registration, safe, to keep it secret and to protect it from access by unauthorized third parties, so that misuse of the data by third parties is excluded as far as possible. Unauthorized third parties in this sense also include other employees of the same company. There is no possibility on the part of uniscon to reset the account user name or password. When booking the single-sign-on function, different rules can be agreed upon.

(4)   Within the framework of an internal license management, the Customer shall ensure that all Users and the Users invited by him comply with the scope of the licenses granted. The joint use of a Full or Guest License by several persons, in particular by passing on the password and user ID, is expressly prohibited.

(5)   The Customer or its Users must themselves ensure the daily backup of their data. In particular, the User shall ensure a backup of the user IDs and passwords of third party services, which he stores securely in the Sealed Cloud by means of idgard. This must be done at appropriate intervals and in accordance with the proven and current state of the art.

(6)   The Users must not use the Service to commit criminal acts, such as, in particular, crimes against sexual self-determination, conspiracy or incitement to commit acts of violence, infringements of intellectual property rights, fraudulent acts, defamation, insults, computer crimes or other criminal acts. The Customer will instruct his Users as well as users invited by him accordingly.

(7)   If a claim is made against uniscon by a third party for infringement of rights by a User or an Invited User, in particular for criminal offenses or infringements of intellectual property, or if uniscon is informed of this, the Customer shall, upon request by uniscon, immediately take all necessary actions to ensure that no further claim is made against uniscon. If an infringement has occurred or if the asserted claims are not obviously unfounded, uniscon is also entitled to temporarily block the idgard access of the Customer who is or is supposed to be responsible for the dissemination with immediate effect. uniscon will inform the Customer immediately about the measure in this case.

(8)   The Customer is responsible for a contractual and lawful use of the Service by its Users (i.e. Users of Full and Guest Licenses as well as Invited Users). If the Customer on his part becomes aware of legal violations for which his Users or the Invited Users invited by them are supposed to be responsible, he will immediately block the affected accesses to idgard, immediately inform uniscon about this and fully cooperate in the clarification of the facts. If he does not block immediately, uniscon is authorized to block.

(9)   The Customer is obliged to keep its data up to date at all times and to inform uniscon immediately of any changes. This includes in particular the information on name, address, e-mail address, telephone number and payment information. In the event of non-compliance with this obligation, uniscon shall not be liable for any damages or delays caused by outdated or incomplete data.

§ 5 Cooperation Duties of the Customer / User

(1)   The Customer undertakes to comply with the system requirements set out in the Technical Specifications. He may only use the interfaces recognized as standard or specified by idgard. Deviations require written consent.

(2)   The access data such as password and user ID are defined by the User himself during the access creation. They are to be selected in compliance with recognized standards. Credentials may not be passed on to third parties. If the single-sign-on function has been booked, deviating rules may be agreed upon.

(3)   User name and password are only stored anonymously. The aforementioned data is not accessible to uniscon due to its own and characteristic data protection measures, so that it can no longer be retrieved by the User via uniscon. The User of a Full License is obliged to keep his access, including the “Password Unblocking Key” (PUK) generated during registration, safe, to keep it secret and to protect it from access by unauthorized third parties, so that misuse of the data by third parties is excluded as far as possible. Unauthorized third parties in this sense also include other employees of the same company. There is no possibility on the part of uniscon to reset the account user name or password. When booking the single-sign-on function, different rules can be agreed upon.

(4)   Within the framework of an internal license management, the Customer shall ensure that all Users and the Users invited by him comply with the scope of the licenses granted. The joint use of a Full or Guest License by several persons, in particular by passing on the password and user ID, is expressly prohibited.

(5)   The Customer or its Users must themselves ensure the daily backup of their data. In particular, the User shall ensure a backup of the user IDs and passwords of third party services, which he stores securely in the Sealed Cloud by means of idgard. This must be done at appropriate intervals and in accordance with the proven and current state of the art.

(6)   The Users must not use the Service to commit criminal acts, such as, in particular, crimes against sexual self-determination, conspiracy or incitement to commit acts of violence, infringements of intellectual property rights, fraudulent acts, defamation, insults, computer crimes or other criminal acts. The Customer will instruct his Users as well as users invited by him accordingly.

(7)   If a claim is made against uniscon by a third party for infringement of rights by a User or an Invited User, in particular for criminal offenses or infringements of intellectual property, or if uniscon is informed of this, the Customer shall, upon request by uniscon, immediately take all necessary actions to ensure that no further claim is made against uniscon. If an infringement has occurred or if the asserted claims are not obviously unfounded, uniscon is also entitled to temporarily block the idgard access of the Customer who is or is supposed to be responsible for the dissemination with immediate effect. uniscon will inform the Customer immediately about the measure in this case.

(8)   The Customer is responsible for a contractual and lawful use of the Service by its Users (i.e. Users of Full and Guest Licenses as well as Invited Users). If the Customer on his part becomes aware of legal violations for which his Users or the Invited Users invited by them are supposed to be responsible, he will immediately block the affected accesses to idgard, immediately inform uniscon about this and fully cooperate in the clarification of the facts. If he does not block immediately, uniscon is authorized to block.

(9)   The Customer is obliged to keep its data up to date at all times and to inform uniscon immediately of any changes. This includes in particular the information on name, address, e-mail address, telephone number and payment information. In the event of non-compliance with this obligation, uniscon shall not be liable for any damages or delays caused by outdated or incomplete data.

§ 6 Remuneration

(1)  The amount of the remuneration for the services rendered by uniscon is based on the price list valid at the time of the conclusion of the contract, which can be viewed on the website.

(2)  If the Customer changes the scope of use during a current billing period, the use shall be billed pro rata temporis. This shall also apply in particular in the event that the scope of the license granted is exceeded in breach of the contract.

(3)  uniscon is entitled to change the price list. uniscon will inform the Customer about changes to the price list in text form at least six weeks before the changes take effect. If the Customer does not agree with the change of the price list, he can terminate this contractual relationship extraordinarily at the time of the intended coming into effect of the change of the price list.

(4)  The termination must be in text form. If the Customer does not terminate the contractual relationship at the time the price change becomes effective, the price change shall be deemed to have been approved by the Customer. uniscon shall specifically draw the Customer’s attention to the intended significance of its conduct when notifying the Customer of the price change.

§ 7 Payment Terms, Default

(1)  During the paid use, the service is provided to the customer either against subsequent monthly invoice or against advance payment for a defined period of time.

(2)  In principle, remuneration shall be paid monthly in advance, at the latest on the 3rd working day of a month, unless expressly agreed otherwise.

(3)  If the invoice is issued subsequently, the remuneration shall be due and payable within 14 days of the issue and receipt of the invoice, unless the invoice expressly states a different payment period. Upon expiration of the aforementioned payment period, the Customer shall be in default. During the period of default, interest shall be charged on the remuneration owed at the statutory default interest rate applicable at the time. uniscon reserves the right to assert further damage caused by default.

(4)  The invoices are available for download by the Customers in the administrator area. The administrator is notified of new invoices by e-mail. If agreed separately, invoices can also be sent to the Customer by mail. In this case, the invoices are not visible in the administrator area.

(5)  The available payment methods are described on www.idgard.de and www.idgard.com.

§ 8 Blocking

(1)  uniscon is entitled to temporarily block the Customer’s access if

a.    the Customer repeatedly violates the provisions of these GTC,

b.    the Customer is in default for more than 14 days

c.    there is reasonable suspicion that a third party is (co-using the Customer’s access, or

d.    an extraordinary reason for termination is given.

(2)  In all cases, the Customer will be informed of the impending blockage in advance and given a period of 7 days to remedy the unlawful condition or to make up the payment.

(3)  If there are special circumstances which justify an immediate termination under consideration of the interests of both parties, a blocking is also possible without prior notification according to § 8 (2).

(4)  The possibility of a blocking according to § 5 (7) remains unaffected.

§ 9 Term, Termination

(1)  The initial term begins with the activation of the Service by uniscon. The contract shall then be extended by the duration of the originally selected initial term, unless it was previously terminated in due time in accordance with § 9 (2).

(2)  The contract can be terminated for the first time at the end of the initial term. For monthly contracts, the notice period for the Customer is 14 days to the end of a month, for annual contracts 30 days to the end of the contract year. uniscon is entitled to terminate monthly and annual contracts with a notice period of three months to the end of the month or contract year.

(3)  A switch to a higher-value package or the addition of Users is possible at any time. No new initial term applies to the new package or the added Users. Instead, the originally selected initial term or renewal period shall apply uniformly to the extended contract. The additionally selected services are only billed pro rata temporis. Partial terminations are not possible.

(4)  The rights of both parties to terminate for good cause remains unaffected. uniscon may terminate the contract without notice in Particular if the Customer

a.      is in default of payment of the remuneration or a not insignificant part thereof for two consecutive dates, or

b.      the Customer is in default of payment of the remuneration in a period extending over more than two dates in an amount equal to the remuneration for two months.

(5)  In case of extraordinary termination according to § 9 (4), the Customer will be invoiced for all outstanding invoice amounts as well as the accrued bank charges in one total claim and due immediately. In addition, uniscon is entitled to invoice the Customer for default costs as damages in such a case.

(6)  Notices of termination must be in text form in accordance with Section 126b BGB.  This form is satisfied, for example, by an e-mail in which the Customer’s name, customer number and the start of the contract are recognizable. uniscon may demand appropriate proof of power of representation.

(7)  At the end of the contract, uniscon will block access to the service. uniscon will inform the Customer by e-mail 10 days before the end of the contract that the Customer’s own content should be downloaded if necessary. After the end of the contract, uniscon will delete the Customer’s content in accordance with other agreements made (controller to processor agreement).

§ 10 Liability

(1)   The liability of uniscon for damages resulting from the use of telecommunications services for the public is governed by the provisions of the German Telecommunications Act (Telekommunikationsgesetz, TKG).

(2)   Outside the scope of § 10 (1), liability is governed by the following provisions: uniscon is liable for intent and gross negligence. For slight negligence (leichte Fahrlaessgkeit), uniscon shall only be liable in the event of a breach of an essential contractual obligation (wesentliche Vertragspflicht), the fulfilment of which is a prerequisite for the proper execution of the contract and the observance of which the customer may regularly rely on, as well as in the event of damages resulting from injury to life, body or health. Uniscon shall only be liable for foreseeable damages, the occurrence of which must typically be expected.

(3)   In the event of slight negligence (leichte Fahrlässgkeit),liability shall be limited to EUR 25,000 in addition to the provisions of §10 (2).

(4)   uniscon shall not be liable for the loss of data insofar as the damage is due to the Customer’s failure to perform data backups and thereby ensure that lost data can be restored with reasonable effort.

(5)   uniscon is not liable for any damage that occurs because of

a.      a User makes his user ID and/or password accessible to a third party negligently or intentionally,

b.      the User uses the WebDAV interface, or

c.      the User does not verify the integrity of the TLS connection to idgard by means of TLS certificate and “fingerprint”, or

d.      the User makes invitations to Privacy Boxes without a Box Code, or sends the Box Code on the same medium as the Box Link, or

e.      the Privacy Boxes are not locked or “sealed” (number of possible accesses = 0), or

f.       an idgard use from a device that is not up to date with the device supplier’s firmware and software, or

g.      an idgard use from a device that is operated without state-of-the-art malware protection software.

(6)  In the case of free trial use of the Service as well as in the case of the provision of software according to § 12, the following shall apply: uniscon provides the Service or the software on a loan basis. Accordingly, uniscon shall not be liable for defects in quality or title of the Service and Software provided free of charge, except in cases of fraudulent intent and subject to the following (7).

(7)  uniscon is liable with regard to the service provided free of charge and the software – analogous to the regulations on lending – for damages of the customer caused intentionally and by gross negligence. Any further claims are excluded, regardless of the legal basis. However, any claims under the German Product Liability Act (Produkthaftungsgesetz) shall remain unaffected.

§ 11 Changes

(1)  Unless otherwise specifically regulated, uniscon is entitled to amend or supplement these contractual terms and conditions as follows. Uniscon will notify the Customer of the amendments or supplements in text form no later than six weeks before they take effect. If the Customer does not agree with the changes or additions to the contractual conditions, he can object to the changes with a notice period of one week at the time the changes or additions are intended to take effect.

(2)  The objection must be made in text form. If the Customer does not object, the amendments or additions to the contractual terms and conditions shall be deemed to have been approved by the Customer. Uniscon shall specifically draw the Customer’s attention to the intended significance of the Customer’s conduct when notifying the Customer of the amendments or additions to the contractual terms and conditions.

§ 12 Provision of Software / End of Life

(1)   uniscon provides software that is helpful for using idgard (e.g. desktop software, mobile applications, as well as integrations into products of other manufacturers) free of charge. It is not required, only helpful to provide the service regulated by this contract. For the term of this Agreement, the Customer is granted a non-exclusive right, unlimited in terms of territory, to load the software into the RAM of an terminal device, to make a permanent copy of the software and to make copies of the software for backup purposes. Further rights of use, in particular those which go beyond the purpose of the granting of rights, namely to enable the Customer and its User to use idgard, are not granted.

(2)   Part of uniscon’s services may be the reasonable further development of the service. Accordingly, uniscon reserves the right to provide a more current or modified version of the Service than the one provided for use at the beginning of the contract, provided that the change is reasonable for the Customer (i.e. the originally owed subject matter of the Service with its basic functionalities is essentially maintained). However, the Customer has no claim to a newer version and no claim to the retention of individual functionalities. The change will be communicated to the Customer by uniscon at least six months prior to its implementation. uniscon also reserves the right, at its own discretion, to offer significant new features or upgrades of the Service only against additional payment.

§ 13 Beta-Versions

(1)   It is understood that any Beta Software provided by uniscon will contain bugs, and a primary purpose of this beta test license is to obtain feedback on the performance of the software and identification of bugs. The Customer is advised to back up important data and not rely in any way on the correct function or performance of the Beta Software and associated documentation.

(2)   If uniscon provides Beta Software temporarily and free of charge, i.e. on loan, in an individual case, it shall not be liable for material defects and defects of title of the Beta Software, unless there is malice (cf. § 600 BGB); for damages, if any, the following (3) applies.

(3)   In the case of Beta Software provided free of charge, uniscon is liable – analogous to the regulations on loans (§ 599 BGB) – for damages incurred by the Customer due to intent and gross negligence. Further claims are excluded, regardless of the legal basis. However, any claims under the Product Liability Act shall remain unaffected.

§ 14 Foreign Trade and Export Controls

(1)   uniscon and Customer acknowledge the requirements of applicable national and international Foreign Trade Laws for the provision, handling and use of idgard.

(2)   The Customer acknowledges, understands, and agrees that transferring or otherwise providing any content via idgard (including proprietary non-public technical data), may constitute an “export” under the applicable Foreign Trade Laws and that this may require a prior export license or other authorization under the applicable Foreign Trade Laws.  The Customer agrees to comply with all applicable Foreign Trade Laws.

(3)   The provision of any software and/or services of uniscon is subject to the condition that no prohibitions of national and/or international Foreign Trade Laws conflict with it.

(4)   Adherence to the obligation to provide the license to the Customer as laid out in § 1 and § 3 may require the release or issuance of export licenses or other approvals under applicable Foreign Trade Laws by the competent authorities. If uniscon is prevented from providing the license in due time due to the time required to prepare and submit a proper export license application, and to ultimately obtain the export license under the applicable Foreign Trade Laws, the time for providing the license shall be reasonably extended by the duration of the delay caused by this official procedure. In this case, uniscon shall immediately inform the Customer of the delay in text form.

(5)   The Customer undertakes to promptly provide upon request all information and documents required by uniscon in regard to any license application or other approval procedure vis-à-vis competent authorities, or to comply with the applicable Foreign Trade Laws or uniscon’s own compliance policies.

(6)   If the impediment to performance according to § 14 (3) or the delay according to § 14 (4) lasts longer than six months from the first date of the first information of the Customer by uniscon, both uniscon and the Customer shall be entitled to withdraw from the contract. Further claims of the Customer on the grounds of

§ 14 (3) and § 14 (4), in particular claims for damages, shall not exist.

(7)   The Customer undertakes not to make available the Service or any license (i) to anyone in any other country or region comprehensively sanctioned or specifically designated by uniscon at www.idgard.de/blacklist (each, an “Excluded Destination”) or to a government affiliate of any Excluded Destination, wherever located, (ii) to anyone listed on (or owned or controlled 50% or more, directly or indirectly, collectively or individually, by anyone on) any Sanctions List (each, a “Sanctioned Person”), (iii) for any end use related to chemical, biological, or nuclear weapons, missiles, and nuclear explosive activities, (iv) for any  unsafeguarded nuclear activities or nuclear fuel cycle activities without a necessary license, or (v) to anyone in violation of any applicable Foreign Trade Law.  Customer specifically acknowledges and agrees that idgard shall only be used for non-military, peaceful purposes unless otherwise specifically agreed to in writing by uniscon. Further, the Customer represents and warrants that it is not a Sanctioned Person or located in, under the control of, or a national or resident of an Excluded Destination. uniscon reserves the right to publish and update a list of Excluded Destinations

(8)   unison is entitled to perform a sanctions check regarding the Customer before concluding a contract.

(9)   When the Customer opens up uniscon services to Users by invitation, the Customer shall be solely responsible for checking whether these Invited Users are subject to Foreign Trade Law restrictions, in particular whether these Invited Users are included on any Sanctions Lists. The Customer shall impose the obligation on each User to screen each Invited User invited by such User against the Sanctions Lists.

(10) uniscon shall not be deemed responsible for any Foreign Trade Law implication or violation in connection with any content transmitted or made available using uniscon services, whether by the Customer or by any (Other) User. If an export license for the transfer of such content is required, the Customer shall obtain it itself or, in case of a prohibition, terminate such transfer. In case of a substantial violation of any Foreign Trade Law, uniscon shall be entitled to an extraordinary termination of the contract according to § 9.

(11) The Customer shall be liable for any damages incurred by uniscon due to a culpable violation of any Foreign Trade Law, be it by the Customer itself or by any other User. The Customer shall indemnify uniscon for all losses, costs, claims, damages, and expenses (including attorneys’ fees and expenses) arising from the culpable violation of any applicable law, including any Foreign Trade Law, committed by the Customer or by any other User.

§ 15 Final Provisions

(1)   These GTC apply exclusively to all services provided by uniscon to Customers and Users of idgard. Deviating, conflicting or supplementary general terms and conditions of the Customer only become part of the contract if and insofar as uniscon has expressly agreed to their validity. This consent requirement applies in any case, for example even if uniscon performs its services without reservation in knowledge of the Customer’s general terms and conditions.

(2)   Individual agreements made with the Customer in individual cases (including side agreements, supplements and amendments) shall in any case take precedence over these GTC. For the content of such agreements, a written contract or the written confirmation of uniscon is decisive. However, employees of uniscon are not authorized to make verbal agreements with the Customer in connection with the contract that deviate from such written contract or confirmation by uniscon or these GTC.

(3)   Place of performance for all contractual services is Munich.

(4)   The laws of the Federal Republic of Germany shall apply. The application of the UN Convention on Contracts for the International Sale of Goods is excluded.

(5)   With respect to merchants (Vollkaufleute), the registered office of uniscon shall be the place of jurisdiction for all disputes arising from this contractual relationship. This also applies to legal entities under public law or special funds under public law. uniscon is, however, also entitled to take legal action at the domicile of the contractual partner.

(6)   Should any provision of this contract be or become invalid, this shall not affect the validity of the remainder of this contract.

(7)   The above is a convenience translation. In case of doubt or contradiction, the German language version shall prevail.

Date: 1. October 2024

uniscon universal identity control GmbH

Ridlerstr. 57 (Newton)
80339 Munich, Germany
www.idgard.com
HRB 181797 Munich,
U-ID: DE267481584