- Contracting Parties
- Applicable Law
- Conclusion of Contract
- Provisioning of Services
- Additional, Special Provisions for Domain Services
- Special Duties of the RSP for Domain Services and Indemnification of udR by the RSP for Domain Disputes
- Website / Domain Usage
- Terms of Payment and Due Date
- Term, Termination of Contract and Handling of Services
- Liability of udR
- Offsetting / Right of Retention
- Place of Jurisdication
- Data Protection / Data Security
- Severability / Final Provisions
This English translation of our General Terms and Conditions is provided solely on an informational basis. The German version, which is available HERE is solely legally binding for any contract with united-domains Reselling.
1. Contracting Parties
1.1 The user of these General Terms and Conditions (GTCs) is united-domains Reselling GmbH, Gautinger Str. 10, 82319 Starnberg, Germany, hereinafter referred to as „udR“.
1.2 udR offers its services exclusively to enterprises as resellers of domain names – i.e. so-called Resellers and/or Registrar Service Providers (hereinafter referred to as „RSP“). In particular, udR’s range of services is not directed to consumers.
2. Applicable Law
2.1 udR provides its services on the basis of these GTCs and the information provided on the company’s websites (including service descriptions). Otherwise, the mandatory provisions of German law shall apply, the provisions of the UN Convention on Contracts for the International Sale of Goods being excluded.
2.2 udR does not recognise the general terms and conditions of the RSP, insofar as such terms and conditions deviate from these GTCs in whole or in part. This does not apply only if and to the extent that udR has consented to any deviating general terms and conditions of the RSP explicitly and in writing. Such consent cannot be derived, in particular, from acts of performance.
2.3 Individual agreements are only valid if recorded in writing.
2.4 udR may at any time change these GTCs, including all information such as conditions of use, service descriptions, price lists, etc. If the RSP does not object to a change within two weeks after announcement of a change, or at the latest by the date on which the change comes into force, it becomes an effective part of the contract. If the RSP objects within the specified period, udR may terminate the contractual relationship with a period of notice of two weeks. If udR does not terminate the contract, it will be continued under the previous conditions.
2.5 These GTCs and all changes are permanently available on the internet on the web pages of udR at http://www.ud-reselling.com. The RSP is herewith explicitly requested to inspect, save and print these GTC. Publication of changes there is deemed a sufficient form of announcement.
2.6 Pursuant to the statutory provisions on distance selling contracts, the RSP has no right of revocation and return, insofar as any goods or services were adapted pursuant to the RSP’s requirements or in any other individual manner. Such an individually adapted service is, in particular, the assignment of domain names which have been individually requested by the RSP.
3. Conclusion of Contract
3.1 The information about services and prices of udR on all udR’s websites, in particular in the context of the purchase transaction as well as in all advertising materials, is non-binding and subject to change.
3.2 contract with udR is principally only concluded after express acceptance by udR.
3.3 Normally, the RSP receives a confirmation in electronic form for each order placed.
3.4 This confirmation of udR must be checked by the RSP for apparent typing and computing errors as well as for any deviations between purchase order and confirmation. The RSP is obliged to notify udR of such irregularities immediately through the methods available for this purpose, since otherwise, at udR’s discretion, the RSP is bound by such a contract or has to bear the resulting expenses, in particular for rescission of the contract.
3.5 The RSP consents explicitly to the immediate commencement of provision of the services by udR.
3.6 The concluded contract for the mediation of the RSP’s registration application to the responsible organisations is subject to the reservation of specific application possibility of the relevant domain with the responsible organisation at the time of transmission by udR. If such application possibility is not given on the relevant date, udR is relieved from its duty to perform.
4. Provision of Services
4.1 If udR renders any services free of charge, such services can be suspended or charged at any time following an advance notice. No. 2.4 and no. 2.5 shall apply accordingly.
4.2 udR guarantees the availability of its internet web servers generally 7 days a week and 52 weeks a year and a yearly average of availability of 97% in total. This total amount does not include any periods in which several or all web servers are not accessible via the internet due to technical or other problems that are not under the control of udR – in particular force majeure, fault of third parties, etc. In addition, not included are periods of previously announced maintenance work to a reasonable extent.
4.3 udR is only obliged to process data supplied by the RSP if such data fulfils the requirements that result from the service descriptions or the contract. udR does not perform an examination of content or a legal examination; this is the responsibility of the RSP. Any type of data carriers handed over, in particular paper documents, disks, etc. become the property of udR.
5. Additional, Special Provisions for Domain Services
5.1 If udR carries out procurement and maintenance of domain names itself or via third parties, the scope and quality of the services to be provided by udR or via its contracting partners result from the service descriptions or from the contract, these GTCs being an integral part thereof, as well as from the provisions of the contracting partners, which are included effectively through individual agreements or these GTCs. udR provides its service descriptions and other provisions to be included online on the internet where they can be inspected, saved on local data carriers and printed out. No. 2.4 and no. 2.5 shall apply accordingly to any changes in the service descriptions or any other provisions to be included.
5.2 Insofar as the procurement and maintenance of domain names are subject to the contract, registration will be effected with a suitable organisation as an approved registrar, intermediate registrar or directly, which can be selected at udR’s discretion. During the procurement and/or maintenance of domain names, udR will merely act as a mediator between the RSP and DENIC or any other organisation of domain assignment.
5.3 udR has no influence on whether or not a domain name is assigned by such organisations. Accordingly udR cannot guarantee that a domain name applied for on behalf of the RSP can be assigned at all or that a domain name assigned will be unencumbered with the rights of third parties or will continue to exist in the future. In particular, udR herewith explicitly points to the fact that, pursuant to the registration guidelines of the individual registries, these GTCs and the usual practices in the internet business as a whole, neither the relevant registry nor udR is required to perform an individual examination of domain name applications and will not perform such an examination. Instead, the RSP is responsible for ensuring that the domain name applied for by it does not violate any rights of third parties and/or penal or monetary fine regulations and/or other legal regulations. A relevant examination is the responsibility of the RSP.
5.4 udR is not obliged to check or monitor the domain applied for by the RSP and/or use thereof for a violation of legal regulations and/or rights of third parties.
Special Duties of the RSP for Domain Services and Indemnification of udR by the RSP for Domain Disputes
6.1 The RSP guarantees that the domain applied for by it and/or use thereof does not violate any rights of third parties. This applies, in particular in respect of trademarks, corporate and name rights as well as for the area of industrial and intellectual property rights. The RSP also guarantees that the domain applied for and/or use thereof does not violate any penal and/or monetary fine regulations or any other statutory provisions.
6.2 udR as well as the other persons involved in the registration process and continuous domain maintenance shall be fully exempted by the RSP from claims for compensation by third parties and all expenses due to the inadmissible registration and/or use of a domain name by the RSP or by RSP’s customer or with the approval of the RSP or of its customer
6.3 The RSP agrees to all measures that must be taken by udR in order to fulfil any executable orders of the German authorities or enforceable decisions of German or internationally competent courts or tribunals.
6.4 The RSP agrees to all measures that must be taken by udR in order to fulfil any instructions given by the relevant registries.
6.5 In addition, the RSP grants its consent to all measures that must be taken by udR in order to fulfil any decisions made according to the Uniform Domain Name Dispute Resolution Policy (hereafter referred to as UDRP) by an arbitration court that is authorised by ICANN (Internet Corporation for Assigned Names and Numbers – a non-profit organisation headquartered in Marina del Rey, California, USA). The UDRP is an international arbitration code established by ICANN for the fast and effective resolution of disputes regarding the rights of use in domain names.
6.6 The RSP shall grant its consent pursuant to no. 6.5 in respect of all other dispute resolution procedures which are bindingly included in the regulations of the relevant central registries.
6.7 The UDRP can be found here, inspected, saved on local data carriers and/or printed out. The other dispute resolution procedures are regulated in the relevant regulations of the central registries and are available via the link indicated in the relevant appendix.
6.8 The RSP is not entitled to transfer the domain to third parties, unless ordered otherwise by a court, during pending court proceedings or arbitration proceedings commenced regarding the domain, brought due to a violation of trademark, name and other protection rights and/or the violation of penal or monetary fine provisions of other legal regulations as well as for a period of 15 days after such proceedings are finally concluded.
6.9 The RSP shall indemnify udR, in particular, from and against all compensation claims that may be accrued by third parties, because udR follows and implements the decisions of an arbitration court or another authorised organisation, which are made pursuant to the UDRP or in the context of another dispute resolution procedure.
7. Website / Domain Name Usage
7.1 udR itself does not offer storage space for a website (so-called web space) of the RSP. The same applies to storage space for email addresses (so-called POP3/IMAP accounts).
7.2 udR is not obliged to check or monitor a redirect by the RSP or RSP’s customer from the domain administered by it (the RSP) to a website and/or the contents on that web site and on all other destination pages of redirects (for example, through so-called links) for a violation of legal regulations and/or common decency and/or third-party rights. The same applies to other options of use of domain names, especially, without limitation, in the context of email services.
7.3 If the RSP grants the option of redirecting the domain administered by it to a website or enables its customer to do so, this is the sole responsibility of the RSP. The RSP guarantees that neither such a redirect itself nor the contents on the relevant website as well as on other destination pages of redirects (for example through so-called „links“) violate applicable legal regulations, third-party rights or common decency. In particular, the RSP guarantees that it will prohibit redirects to destination pages with national-socialist and/or xenophobic contents. In respect of erotic offers, the RSP undertakes to comply with the statutory provisions, in particular, with the guidelines established by jugendschutz.net.
7.4 If the RSP grants other options of use of domain names, no. 7.3 shall apply correspondingly. In this respect, the RSP warrants especially, without limitation, that the use of the relevant domain does not violate applicable legal regulations or third-party rights or common decency. This relates especially, without limitation, to misuse in the context of email services and especially, without limitation, to misuse for sending unauthorised mass emails (so-called spam).
7.5 For each case of a violation of the warranties given in no. 7.3 and no. 7.4, the RSP agrees to pay a contractual penalty of € 5,200.00 (in words: five-thousand two-hundred Euro), under exclusion of the assumption of a continuation of offence.
8. Terms of Payment and Due Date
8.1 udR only accepts the modes of payment communicated in the context of the contract conclusion.
8.2 The RSP shall always ensure that sufficient funds are available in its account with udR in order to cover the contractually owed fee for new registrations ordered, renewal of domain names and the other services (registration account).
8.3 All chargeable services are generally subject to predefined billing cycles. A billing cycle lasts twelve months, unless something different results in the individual case from separate contractual agreements and/or service descriptions.
8.4 A subsequent billing cycle commences with binding effect if the relevant contract has not been terminated duly with a period of notice of two weeks to the end of a settlement period (see also 10.4). This shall not apply if and to the extent that something different results from explicit contractual agreements and/or service descriptions.
8.5 The fees for the services become due initially at the commencement of the first billing cycle, unless defined otherwise in the service descriptions of udR. In the event of a first-time negotiation of a domain assignment application, the relevant fee becomes due and payable on the date of actual assignment by the responsible registry (= first registration date). The first billing cycle also commences on this date.
8.6 The fees for a subsequent period of twelve months, which commences pursuant to no. 8.4, become due and payable two weeks prior to expiry of the current period, unless the contractual relationship has been terminated by that date effectively to the end of a settlement period (see no. 10.4).
8.7 In addition, the due date pursuant to no. 8.6 shall not apply if, at the relevant date, the contractual relationship has been terminated by the RSP for important cause or by udR pursuant to no. 10.5.
8.8 Domain set-up and maintenance fees cannot be reimbursed, either in whole or in part, or charged over various periods.
8.9 The RSP is obliged to ensure that sufficient funds are available in an account with udR, which is its registration account, at the latest on the due date of payment.
8.10 If sufficient funds are not available in the RSP’s account with udR, i.e. its registration account, udR is entitled, without prior notice, to retain its services and, in particular, to release any domain names that are due for renewal and consequently to delete them. The contractually agreed fee continues to be due and payable in this case and thereafter.
9.1 The RSP is in default obligating it to pay compensatory damages if payments are not made following a reminder from the seller, issued after the date on which the purchase price becomes due.
9.2 Irrespective thereof, the RSP is in default obligating it to pay compensatory damages if it fails to make payment at a specific calendar date defined for payment in the contract.
9.3 The legal regulation according to which the debtor will be automatically in default after a period of thirty days from the due date and receipt of an invoice, obligating the debtor to pay compensatory damages, shall not be affected.
9.4 As soon as the RSP is in default, udR is entitled to charge default interest of 8% above the base lending rate of the European Central Bank, unless proof of lower damage is given.
9.5 In addition, udR is entitled to charge a processing fee of € 4.00 (incl. VAT) per justified payment reminder and of € 10.00 (incl. VAT) per justified dunning notice, unless proof of lower damage is given.
10. Term, Termination of Contract and Handling of Services
10.1 Contracts for services – in particular including those relating to the procurement and maintenance of domains – are generally concluded for an unspecified period, unless something different results from separate contractual agreements and/or service descriptions.
10.2 All services provided for no charge can be terminated at any time, without specifying any reasons and complying with a period of notice. However, in such cases, udR will terminate the services with one week’s notice if no good cause exists.
10.3 The relevant separately concluded individual contract for a registered domain name can be terminated by the RSP at any time without good cause and without a period of notice, for example, in order to transfer a hosted domain name to another owner and/or another provider. However, in the event of such an ordinary termination without notice, the claim of udR for registration, procurement and maintenance fees for the agreed settlement period continues to exist fully. Fees already paid will not be reimbursed, either in whole or in part. Fees already paid for a subsequent period that has already commenced pursuant to no. 8.4 will not be reimbursed, either in whole or in part. In addition, the RSP remains fully liable to pay any fees that have already become due and payable pursuant to no. 8.6 or fees that will become due and payable pursuant to no. 8.6 on the termination date. This is also intended to settle the extraordinary handling effort for such a termination, which results from the usual advance performance duty of udR vis-à-vis the registries and other service providers.
10.4 However, if the RSP gives notice of termination with a period of two weeks to the end of the relevant settlement period, the RSP will avoid the effective commencement of the subsequent settlement period by complying with this period (see also no. 8.4).
10.5 udR is entitled to give notice of termination without good cause with a period of notice of two weeks and, in this case, only against reimbursement of the full relevant registration and maintenance fees of an on-going period, as well as by waiving any fees that may have become due for a subsequent period. Otherwise, udR may give notice of termination without good cause only with a period of two weeks to the end of the relevant settlement period.
10.6 The right to extraordinary termination of the contractual relationship for good cause, including termination with immediate effect, shall not be affected. Good cause means, in particular: ongoing and gross violation of contractual duties, a violation of third-party rights and/or penal and/or monetary fine regulations and/or other legal regulations through the domain name, whereby this violation was established by a court – including by an arbitration court in accordance with the UDRP or in any other dispute resolution procedure included here.
10.7 In the event of effective extraordinary termination of the contractual relationship by udR for good cause, all rights of the RSP under the domain assignment shall lapse and udR shall be entitled, in particular, to release the domain immediately.
10.8 In other cases of ordinary termination of contract, udR shall be entitled to release the domain, unless the RSP has transferred the domain to the services of another provider at the latest by the effective date of the termination of contract. At the latest upon the expiry of the aforementioned period, all rights of the RSP under the assignment shall lapse.
10.9 This does not affect udR’s rights already existing in accordance with 8.3., 8.4. or 8.10 to release the domain. In such cases and in the event that the RSP explicitly requests the release, all rights of the RSP under the domain assignment shall lapse upon the release.
11. Liability of udR
11.1 udR assumes no liability for connections („links“) to which udR links directly or indirectly. Since udR has no influence on the content of a page reached with such a link, udR has no responsibility for the content as well.
11.2 udR assumes no liability if redirects placed by the RSP for its domain or the contents of the destination pages of a redirect violate legal regulations, third-party rights and/or common decency.
11.3 In addition, udR is not liable for direct or indirect damages, including profits lost, caused due to information that is provided on its web pages.
11.4 Liability for the services provided by udR is generally limited to intent and gross negligence.
11.5 In the event of slight negligence, liability is limited to the violation of material contractual duties (so-called „cardinal duties“).
11.6 In the event of chargeable services, liability for slight negligence is limited to the amount of the fee payable by the RSP for the relevant service or service period.
11.7 In the event of services for no charge, liability for slight negligence is limited to a maximum amount of € 200.00 in the individual case and to € 1,000.00 in total.
11.8 Liability pursuant to the Product Liability Act (Produkthaftungsgesetz) shall not be affected.
11.9 In addition, udR is not liable for disorders and failures that are beyond the control of udR, in particular outside the physical network and databases of udR, unless these failures have been caused there by intentional or grossly negligent acts of udR.
11.10 In respect of unauthorised access to servers and databases, the liability of udR is generally limited to intent and gross negligence.
11.11 For vicarious agents who are neither legal representatives nor executive staff of udR, udR is liable exclusively for a violation of cardinal duties.
11.12 No restrictions apply to liability for damages arising from injury to life, body or health.
12. Offsetting / Right of Retention
12.1 The RSP may only set off claims against claims of udR if and insofar the RSP’s counterclaims have been recognised by a court of law or have been acknowledged by udR in writing and if the other legal requirements are fulfilled.
12.2 The RSP may only exercise a right of retention if and insofar the relevant claims against udR are based on the same contractual relationship with udR.
Place of Jurisdiction
13.1 The exclusive place of jurisdiction for all disputes arising from this contractual relationship is Starnberg, Germany, if the RSP is a merchant, legal person under public law, special separate assets of the Federal Government or has no venue in Germany. However, udR is entitled to sue the RSP at its general place of jurisdiction.
13.2 The address for service in the event of legal disputes is: united-domains Reselling GmbH, Gautinger Str. 10, 82319 Starnberg, Germany.
14. Data Protection / Data Security
14.1 udR herewith informs the RSP in accordance with Sections 33 of the German Federal Data Protection Act (BDSG) and Section 3 of the Teleservices Data Protection Act (TDDSG) that its data is stored, processed and forwarded to third parties.
14.2 Data protection is safeguarded by udR; in particular, there is no unauthorised disclosure to third parties outside udR.
14.3 In particular, not „unauthorised“ is the transmission of data of the RSP to separately employed enterprises outside udR, which is necessary for contract management and settlement. In this case, these employed enterprises are obligated by udR to use such data only for the purposes set forth in no. 14.4 below.
14.4 Data may be used – especially stored, processed and transmitted internally – within udR for marketing purposes. udR processes and uses master data collected particularly in order to advise its RSP, for advertising and market research for internal purposes and for designing its services in line with needs.
14.5 The RSP herewith declares its consent that udR may send emails to the RSP’s email address for informational and marketing purposes to a reasonable extent. In order to distinguish such emails, these are identified in a suitable way in the subject line.
14.6 Personal data (first name, last name, address, email address, phone and fax numbers, company names, if applicable) of domain users is stored in the WHOIS databases and/or similar facilities of the registries, where it is accessible to the public. The RSP herewith grants its explicit consent to this.
14.7 udR herewith informs the RSP explicitly that data security for data transmission over public networks such as the internet cannot be guaranteed 100% in accordance with state of the art technology.
15. Severability / Final Provisions
15.1 If a provision of these conditions is or becomes invalid, the validity of the remaining provisions shall not be affected. The invalid provision shall be replaced by a provision that comes closest to the purpose of the invalid provision to the extent permitted by law. The same applies to any gaps in the contract.
15.2 Unless specified otherwise in these GTCs, contractual changes, additions and ancillary agreements must be made in writing to become effective. The requirement of the written form shall also apply to a waiver of this requirement.
15.3 The contents on the web pages of udR are protected by copyright. The same applies to these GTCs.
Version of April 2014