Terms and Conditions

decareto GmbH

Status: 02.04.2024

1. Scope of application

  1. decareto GmbH, hereinafter referred to as "decareto", provides all deliveries and services exclusively on the basis of these terms and conditions.
  2. Deviating, conflicting or supplementary general terms and conditions shall not become part of the contract, even if decareto is aware of them, unless decareto has expressly agreed to their validity in writing.

2. Contract offer and conclusion of contract, termination

  1. The offers of decareto are subject to change. We reserve the right to make technical changes within reasonable limits.
  2. decareto has the option of providing the user with a free trial period. When and for how long the test phase is available is determined by decareto. A running test phase can be stopped by decareto at any time and without giving reasons.
  3. The contract with the client only comes into effect with the express acceptance of the contract by decareto or with the first act of fulfillment. decareto is not obliged to accept contract offers.
  4. The client warrants that the information provided by him/her in the context of the contract offer or the conclusion of the contract regarding his/her person and other circumstances relevant to the contract are complete and correct.
  5. The customer undertakes to inform decareto immediately of any changes to the data; upon request by decareto, the customer must confirm the data.
  6. The standard term of the contract is usually 12 months, unless otherwise agreed in individual contracts.
  7. The contract may be terminated with immediate effect within 14 days of conclusion by either decareto or the client without giving reasons.
  8. The contract is automatically extended by the contract term if it is not terminated by one of the contracting parties with a notice period of 3 months to the end of the respective contract, unless otherwise agreed in individual contracts. Notice of termination must be given in writing.
  9. The right to extraordinary termination remains unaffected. decareto has in particular the right to terminate the contract extraordinarily if
    • the customer has made or makes false statements when registering/ordering or during the term of the contract,
    • the customer is in default of payment after unsuccessfully setting a deadline and threatening to terminate the contract,
    • insolvency proceedings have been opened against the customer's assets or the opening of such proceedings has been rejected for lack of assets,
    • the customer violates the General Terms and Conditions.
  10. Prepaid fees will only be refunded in the event of extraordinary termination for which decareto is responsible.
  11. From the time of termination of the contract, decareto is entitled to irrevocably delete all data stored during the term of the contract. Data that decareto is not allowed to delete due to legal regulations may alternatively be blocked and only deleted after the regulation no longer applies.

3. Subject matter and performance of the decareto software

  1. The subject of these terms and conditions is the use of the decareto compliance monitoring software to monitor websites for violations of data protection laws with the scope and content described in the respective current offer.
  2. decareto is entitled to use the services of third parties (subcontractors) to fulfill its contractual obligations.
  3. The customer is aware that when using the decareto software, both "false positives" (warnings of vulnerabilities that do not actually exist) and "false negatives" (failure to warn although a vulnerability exists) cannot be ruled out.
  4. decareto is entitled to make changes and deviations to its range of services, provided that the purpose of the contract is not or only insignificantly impaired for the customer.

4. Prices and terms of payment

  1. The prices for the services used by the customer are set out in the respective offers and in the respective valid price lists. Unless otherwise specified in the respective valid offers and price lists, the prices are exclusive of VAT.
  2. All prices are payable in advance without deductions. Invoices are issued for the agreed service period.
  3. The service fees are due upon receipt of the invoice. The invoice amount must be credited to decareto's account within 30 days of the invoice date.
  4. decareto is entitled to increase the prices at any time after written notice of 6 weeks. The changed price applies if the customer does not object to the changed price within six weeks. The contractual relationship shall then be continued at the changed conditions/prices. If the customer objects in good time, both parties have the right to terminate the contract with one month's notice to the end of the month. Unless expressly agreed otherwise, the prices are fixed prices.
  5. In the event of default, decareto will charge the statutory default interest. decareto is also entitled to suspend services in the event of default; the client remains obliged to pay the agreed fee for the period of suspension.
  6. The client may only offset decareto's claims against uncontested or legally established counterclaims. The client may only exercise a right of retention if his counterclaim is based on the same contractual relationship. The assignment of the client's claims against decareto to third parties is excluded.
  7. The non-utilization of the contractual services by the customer does not release him from his payment obligation.

5. Change of tariff

  1. A change within the volume tariffs offered by decareto with a higher monthly fee is possible at any time. The desired change must be notified in writing and requires written confirmation by decareto to be effective. The change of tariff is binding and is considered a new contract under the conditions applicable to the selected tariff. With the change of tariff, the original contract term is retained, the difference between the previous and new tariff is invoiced pro rata temporis.
  2. A change within the volume tariffs offered by decareto with a lower monthly fee is only possible at the end of the contract term.

6. Rights and obligations of the customer

  1. The Client's authorized users have access to the decareto software. The customer is authorized to use the decareto software only to the extent described below.
  2. The online connection is made at the instigation and expense of the Client. The Client shall also bear the costs of the terminal equipment and telecommunications charges.
  3. The client undertakes to keep passwords received from decareto for the purpose of accessing its services strictly confidential and to inform decareto immediately as soon as it becomes aware that the password is known to unauthorized third parties. If, due to the client's fault, third parties use decareto's services by using the passwords, the client is liable to decareto for usage fees and damages.
  4. In case of infringement, decareto is entitled to extraordinary termination.
  5. If decareto has protected the contractual products and/or services by technical means (e.g. firewalls or security keys), the client is not permitted to remove or circumvent the security measures.
  6. The use of decareto by machine and/or automated reading and processing or similar procedures is not permitted. Machine and/or automated interactions (e.g. via API) are only permitted with the prior written consent of decareto.

7. Data protection and confidentiality

  1. The decareto Client is responsible for the lawfulness of the processing of personal data in the system and guarantees the rights of data subjects in accordance with the GDPR vis-à-vis users and the recipients of test reports. 
    To this end, the decareto client ensures in particular that
    1. registration data is stored securely and not made accessible to third parties
    2. verifiable consent has been given for the use of the e-mail addresses provided for the automatic sending of decareto test reports.
  2. decareto is responsible for the secure operation of the system and its availability. To this end, decareto takes adequate technical and organizational measures; these include in particular
    1. Encrypted storage of customer data
    2. Hosting in certified data centers
    3. Protection against unauthorized access
    4. Keeping the system up to date with the latest technology (updates etc.)
    5. Data backup of the system and data
  3. Decareto is also responsible for the quality of the analysis and the evaluations generated from it.
  4. Our privacy policy can be viewed at https://decareto.com/en/privacy/

8. Intellectual property rights

  1. All copyrights and other intellectual or industrial property rights in Services developed or provided under this Agreement, in particular in software, including source codes, databases, hardware or other material, such as functions, developments, documentation and report templates, as well as in preparatory material, shall remain exclusively with decareto or its licensors. The client only receives the non-exclusive, non-transferable right of use and the authorizations expressly granted in accordance with these General Terms and Conditions, other general terms and conditions or otherwise.
  2. decareto expressly reserves all publication, reproduction, editing and exploitation rights to the software and documentation provided.
  3. The customer is not permitted to modify or otherwise manipulate the decareto software. Furthermore, the customer is not permitted to change or remove trademarks or marks or other identifying features relating to copyright, brand names or other intellectual property rights contained on the contractual items and in the software, including references to the confidential nature and secrecy of the software, or to change or copy the software or parts thereof.

9. Liability

  1. decareto shall be liable without limitation in the event of intent or gross negligence on the part of decareto or one of its vicarious agents, for injury to life, limb or health or an essential contractual obligation (cardinal obligation) in a manner that jeopardizes the purpose of the contract, as well as within the scope of its own liability towards data subjects within the framework of the provisions of Art. 82 GDPR.
  2. In the event of a slightly negligent breach of an obligation that is essential for achieving the purpose of the contract (cardinal obligation), decareto's liability is limited to the amount of damage that is foreseeable and typical for decareto at the time the contract is concluded.
  3. There is no further liability on the part of decareto. In particular, decareto is not liable for initial defects, unless the requirements of (1) or (2) are met.
  4. decareto assumes no liability for disruptions of telecommunication connections on line paths within the Internet, in case of force majeure, in case of fault of third parties or the customer himself.
  5. If the customer is a merchant, a legal entity under public law or a special fund under public law, liability is limited to the sum of the contractual fees paid by the customer to decareto for the period of the last 12 months prior to the occurrence of the damaging event within the framework of the specific contractual relationship, except in cases of intent and gross negligence.

10. Force majeure

  1. decareto is released from the obligation to perform under this contract if and to the extent that the non-performance of services is due to the occurrence of force majeure circumstances after the conclusion of the contract.
  2. Force majeure circumstances include, for example, wars, strikes, riots, expropriations, cardinal changes in law, storms, floods and other natural disasters as well as other circumstances for which decareto is not responsible, in particular Internet or infrastructure failures caused by third parties, water ingress, power failures and interruptions or destruction of data-carrying lines.
  3. decareto will inform the customer immediately in text form about the occurrence of a case of force majeure.

11. Final provisions

  1. The exclusive place of jurisdiction for all disputes arising from this contract is Hamburg if the customer is a merchant. The same applies if the customer does not have a general place of jurisdiction in Germany or moves his domicile or usual place of residence outside the scope of this law or if his domicile or usual place of residence is not known at the time the action is filed.
  2. For contracts concluded by decareto on the basis of these General Terms and Conditions and for claims of any kind arising from them, the law of the Federal Republic of Germany shall apply exclusively, excluding the provisions of the UN Convention on Contracts for the International Sale of Goods and excluding German private international law.
  3. Should provisions of these General Terms and Conditions and/or the contract be or become invalid, this shall not affect the validity of the remaining provisions.