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Terms of Use
These Terms of Use (hereinafter the “Terms”) set out matters with which a Registered Corporation must comply in using the Service (as defined in Article 2) provided by Unipos GmbH (hereinafter the “Company”), as well as rights and obligations between the Company and a Registered Corporation. Prior to consenting to the Terms, a Registration Applicant must make sure to read through the full text of this document.
 

Article 1Application

  1. The purpose of the Terms is to set out rights and obligations between the Company and a Registered Corporation (as defined in Article 2) concerning the use of the Service. The Terms shall apply to any and all relations between a Registered Corporation and the Company concerning the use of the Service.
  2. The Service is exclusively offered to entrepreneurs according to Sec. 14 of the German Civil Code, legal entities under public law and special funds under public law, but not to consumers according to Sec. 13 of the German Civil Code.
  3. A Registered Corporation shall require Members (as defined in Article 2) to comply with the provisions hereof, and any violation of the Terms by a Member shall be deemed to be a violation by the Registered Corporation.
  4. The Company is not an actor issuing Points (as defined in Article 2), but merely provides a system to manage Points.
 

Article 2Definitions

The following terms used herein have the meanings assigned below:
  1. A “Card” means a message transmitted by a Member to another Member through the Service.
  2. “External Services” means Slack and other services that are provided by other operators, prescribed by the Company, and used for the implementation of the Service.
  3. “External Operators” means the service providers of External Services.
  4. “External Terms of Use” means the terms that set out rights and obligations between a Registered Corporation and an External Operator.
  5. “Intellectual Property Rights” means copyrights, patent rights, utility model rights, trademark rights, design rights, other intellectual property rights (including rights to obtain those rights and apply for the registration of those rights), know-how, and trade secrets.
  6. The “Website” means the website with the domain “unipos.me” operated by the Company (including any website of the Company with a different domain or content used by the Company to offer the Service).
  7. “Post” means an act of one Member sending a Card to another specific Member by setting in advance the number of Points to grant.
  8. A “Sender” means the Member who sends a Card.
  9. A “Registered Corporation” means an entity according to Article 1 paragraph 2 registered as a user of the Service under Article 3.
  10. A “Registration Applicant” means the Registration Applicant defined in Article 3.
  11. “Registered Information” means the Registered Information defined in Article 3.
  12. “Applause” means an act of sending Points to both a Sender and a Recipient (as defined in this Article).
  13. A “Recipient” means a Member to whom a Card is sent.
  14. “Points” means points sent by one Member to another Member and accumulated in the Service. While there are two types of Points, i.e., “Points to Send” and “Points Received” as set forth in Article 7, when they are just referred to as “Points,” the term represents both of them.
  15. "Purchase Order" means a separate document specifying contact information and further commercial information (e.g. pricing).
  16. The “Service” means the service provided by the Company under the name of “Unipos” under these Terms (including any service with a different name or changed content). The Service is a service where Members of a Registered Corporation may send to one another, instead of a small amount of money, Points accompanied by words of appreciation or praise for the purpose of mutual evaluation/praise.
  17. “Members” means a Registered Corporation’s employees to whom the Company issues Accounts (as defined in Article 4) when the Company permits them to use the Service.
  18. “Subscription” means the Subscription defined in Article 3, paragraph 4.

Article 3Registration

  1. In order to apply to the Company for registration of the use of the Service, an entity that wishes to use the Service (hereinafter a “Registration Applicant”) consents to comply with the Terms and shall provide the Company with such information and in such manner as are prescribed by the Company (hereinafter “Registered Information”).
  2. A Registration Applicant shall, when applying for registration, provide the Company with the true, accurate, and latest information.
  3. The Company may deny registration to Registration Applicant under paragraph 1 without cause but specifically for any of the following causes:
    1. If the Company finds the Registration Applicant is likely to violate the Terms;
    2. If all or part of the Registered Information provided to the Company is false, or there is any erroneous item or omission therein;
    3. If it is a corporation whose registration for the use of the Service has been revoked in the past;
    4. If the Company finds that an applicant is an antisocial force (meaning an organized crime group, organized crime group member, right-wing organization, or any other antisocial force or equivalent person; the same applies hereinafter), or the applicant cooperates in or is involved with the maintenance, operation, or management of an antisocial force, including through providing funds, or interacts or is involved with it in any other manner; or
    5. If the Company finds registration is inappropriate for any other reason.
  4. In accordance with the preceding paragraph and other standards of the Company, the Company shall determine whether to register a Registration Applicant, and shall, when it approves registration, give the Registration Applicant notice to such effect. When such notice is given, the registration of a Registration Applicant as a Registered Corporation shall be completed, and a contract (hereinafter “Subscription”) shall be established between the Registered Corporation and the Company concerning the use of the Service pursuant to the stipulations hereof.
  5. If there is any change to its Registered Information, the Registered Corporation shall, without delay, by the method prescribed by the Company, notify the Company of the changed item and submit the materials required by the Company.

Article 4Use of Service

  1. During the effective period of its Subscription, a Registered Corporation may use the Service pursuant to the Terms, in the manner prescribed by the Company.
  2. By the time designated by the Company, a Registered Corporation shall notify the Company of the number of (designated) Members using the Service, and the Company shall issue such number of IDs and passwords (hereinafter “Accounts”) as is the number of the (designated) Members. Whenever the Registered Corporation wishes to change the number of Members after commencing the use of the Service, the Registered Corporation shall give the Company notice from time to time by the method prescribed by the Company.
  3. An Account is necessary for a Member to use the Service, and the Registered Corporation shall be solely responsible for the management of an Account as set forth in Article 6.

Article 5Fee and Payment Method

  1. For the use of the Service, a Registered Corporation shall pay a usage fee and the other expenses separately specified by the Company in the Purchase Order.
  2. A usage fee under the preceding paragraph shall be calculated by closing the relevant accounts on the last day of each month, and the Registered Corporation shall pay to the Company the usage fee for a month by the last day of the following month, by the agreed method. The transfer fee and other necessary expenses for payment shall be borne by the Registered Corporation.
  3. If a Registered Corporation is in arrears in the payment of the initial cost or a usage fee, the Registered Corporation shall pay to the Company interest at the rate according to Sec. 288 Para. 2 German Civil Code. Unipos reserves its right claim for any further damages in such case.

Article 6Management and Cancellation of Account

  1. A Registered Corporation shall, at its own responsibility, manage and keep an Account for the Service, and shall not allow a third party to use it and shall not loan, assign, or sell it, or change the name thereof. The Registered Corporation also shall require Members not to engage in any of those acts and shall be responsible for any violation by a Member.
  2. A Registered Corporation shall be responsible, and the Company shall under no circumstances be responsible, for any damage due to insufficient management, misuse, or unauthorized use of an Account due to the Registered Corporation's or any of its Members' default.
  3. If it turns out that an Account is stolen or used by a third party, a Registered Corporation shall immediately give the Company notice to such effect and follow the instructions of the Company.
  4. If a Member engages in any prohibited act set forth in Article 8 or falls under any cause for registration termination under Article 12, the Company may, without notice to the Registered Corporation, suspend or remove the Account related to the Member concerned.
  5. When an Account is removed for whatever reason, the Points possessed by the Member concerned may be no longer used in the Service. However, the Registered Corporation shall not be prevented thereafter from converting Points Received into a salary or gift on its responsibility.

Article 7Use of Points

  1. There are two types of Points, which are “Points to Send” and “Points Received.” “Points to Send” means Points that may be sent to another Member. “Points Received” means Points sent by another Member.
  2. At 0:30 a.m. Central European Time ("CET") every Monday, the number of “Points to Send” predetermined by the Registered Corporation shall be granted to all Members.
  3. “Points to Send” may be sent either by Post or by Applause. In the case of Post, a Member may send Points by designating another Member to whom a Card is to be sent and the number of Points. In the case of Applause, a Member may send, for a Card posted by another Member, one Point each to both the Sender and the Recipient at a time, by pushing the Applause button.
  4. The time limit for the use of “Points to Send” shall be 0:30 a.m. CET on the Monday of the week following the week they were granted. “Points to Send” not sent by Post or by Applause by the time limit shall become invalid.
  5. At the time a “Point to Send” is sent by a Member, the “Points Received” of the Recipient, or those of both the Sender to whom Applause is given and the Recipient, shall increase. However, a Sender may delete a Card posted by him/her only within 30 minutes from the time that Post is made. If a Card is deleted, the number of Points designated by the Card and the Points given by Applause to the Post shall be deducted from the “Points Received,” and at the same time, the “Points to Send” of the Member who has made the Post or Applause shall be restored (in the case of Post, the number of Points designated by the Card shall be restored; in the case of Applause, two Points given by Applause to the Post shall be restored).
  6. “Points Received” may be converted into a salary or bonus of a Member, exchanged for a gift delivered by another operator with which the Registered Corporation is affiliated, or used for other purposes at the responsibility of the Registered Corporation. The valid period of “Points Received” may be determined at the discretion of the Registered Corporation. “Points Received” may be exchanged by the Company for points or a gift delivered by another operator with which the Company is affiliated upon conditions specified by the Company.

Article 8Prohibited Acts

  1. In using the Service, a Registered Corporation shall not engage in any of the following acts. The Registered Corporation also shall conduct the appropriate administration so that a Member will not engage in any of the following acts, and any such act committed by a Member shall be deemed to be an act by the Registered Corporation.
    1. An act of breaching Intellectual Property Rights, portrait rights, privacy rights, reputation, or any other rights or interests of the Company, another Registered Corporation, an External Operator, or any other third party (including acts that give rise to such infringement, whether directly or indirectly);
    2. An act related to participating in a criminal offense or contrary to public order;
    3. An act of sending information that is obscene or otherwise harmful to minors;
    4. An act of sending information that can be considered threatening, harassing or abusive;
    5. An act in violation of applicable laws or legislation of an industrial association to which the Registered Corporation belongs;
    6. An act of sending information containing a computer virus or any other harmful computer programs;
    7. An act of altering information available in relation to the Service in a manner that is unlawful and/or in violation of the Terms;
    8. An act of sending, through the Service, data exceeding the agreed data capacity; or
    9. An act that is likely to illicitly interfere with the Company’s operation of the Service.
  2. Without advance notice to a Registered Corporation, the Company may make unavailable to Members all or part of any information if the Registered Corporation’s act of sending the information in the Service (including a Member’s Post of a Card) falls under, or if the Company finds that it is likely to fall under, any item of the preceding paragraph.

Article 9Availability of Service

  1. Availability of the Service is subject to the following cases. Within its performance obligations, the Company may suspend or interrupt the use of the Service in whole or in part, without advance notice to a Registered Corporation:
    1. When a periodical or emergency inspection or maintenance is implemented on a computer system relating to the Service;
    2. When a computer or telecommunications line shuts down due to an accident;
    3. When the Service may not be operated due to a fire, power failure, natural disaster, or other force majeure;
    4. When an External Service fails, interrupts, or suspends the provision of services, or stops cooperating with the Service, or there is a change to its specifications; or

Article 10Burden of Facilities

  1. A Registered Corporation shall, at its own expense and responsibility, prepare and maintain the computers, software, other devices, telecommunications lines, and environment necessary for receiving the provision of the Service.
  2. A Registered Corporation shall take security measures at its own expense and responsibility, as appropriate for its environment for the use of the Service, including against infection of computer viruses, unauthorized access, and information leakage.
  3. When a Registered Corporation, before commencing or during use of the Service, installs software or other programs on its computer etc. by download from the Website or other means, it shall pay sufficient attention to prevent accidents, including loss or alteration of information owned by the Registered Corporation, and failure or damage of equipment, and the Company shall under not be responsible for any of such damage incurred by the Registered Corporation if and as far as such damage was not caused by fault of the Company. Art. 14 shall apply in such case.

Article 11Attribution of Rights

  1. All ownership and Intellectual Property Rights to the Website and the Service shall be vested in the Company or the relevant persons who have granted the license to the Company; any license to use the Service based on the registration under the Terms shall not imply, except for those explicitly specified herein, any assignment or licensing of any Intellectual Property Rights of the Company or the relevant persons who have granted the license to the Company pertaining to the Website or the Service. Regardless of the reason, a Registered Corporation shall not engage in any activity that is likely to infringe any Intellectual Property Rights of the Company or the relevant persons who have granted the license to the Company (including, but not limiting to, disassembling, reverse compiling, and reverse engineering, analyses, and any act which may give rise to unfair competition.).
  2. The Company may, without charge, for the purpose of improving its services, make use of (including reproduce, duplicate, and alter) Cards posted, or writings, images, videos, and other data sent by a Registered Corporation (including Members) in the Website or the Service; however, the Company shall not make any of them public without the consent of the Registered Corporation or the Member and the Company shall not use any personal data for such purpose.

Article 12Termination

  1. If a Registered Corporation violates the Terms and/or infringes the Company's rights by falling under any cause set forth in the following items, the Company may, without advance notice or demand, terminate its registration as a Registered Corporation, provided such violations and/or infringements are so severe that it is unreasonable for the Company to continue providing the Service to the Registered Corporation. If a Member falls under any cause set forth in items 1, 3, 4, and 5, the Company may apply this Article by deeming that the Registered Corporation has fallen under such cause.
    1. If the party violates any essential provision hereof;
    2. If it turns out that the party intentionally and harmfully provided false items in the Registered Information;
    3. If the party uses or attempts to use the Service for any purpose or in any manner that is likely to cause damage to the Company, another Registered Corporation, an External Operator, a Member, or any other third party;
    4. If the Registered Corporation may no longer receive the services or cooperation of an External Operator, including because the party violates External Terms of Use in a sufficiently serious way;
    5. If the party intentionally interferes with the operation of the Service by whatever means;
    6. If the party manifests an inability to repay its debts or becomes insolvent, or a petition is filed for the commencement of bankruptcy, civil rehabilitation, corporate rehabilitation, special liquidation, or any other similar proceedings with respect to the party;
    7. If the party incurs a disposition for a dishonored check or bill drawn or accepted by it, a disposition by suspension of business by a clearinghouse, or any other similar disposition;
    8. If the party becomes involved in tax evasion or tax fraud in connection with payments to the Company or any other payments in connection with the Service;
  2. If any cause in the items of the preceding paragraph applies, all liabilities owed by the Registered Corporation to the Company shall be automatically accelerated and become immediately due and payable.
  3. Either the Company or a Registered Corporation may cancel the Registered Corporation’s registration by giving written notice to the other party. Termination under this paragraph shall become effective on the 5th day of the month following the month such notice is received by the other party (hereinafter in this paragraph the “Cancellation Month”) (the Service may be used until the 5th day of the following month), and the Registered Corporation shall pay the usage fee for the Cancellation Month by the method agreed in the Purchase Order.
  4. If the registration of a Registered Corporation is terminated under this Article, the Registered Corporation shall, in accordance with the instructions of the Company, return, destroy, or dispose of in any other manner the software, manuals, and other items provided by the Company in relation to the Service.

Article 13Disclaimer of Warranty

  1. While the Service may cooperate with an External Service, such cooperation shall not be guaranteed, and the Company shall under no circumstances be responsible for any failure of the Service to cooperate with the External Service.
  2. When the Service cooperates with an External Service, a Registered Corporation shall comply with the External Terms of Use at its own expense and responsibility, and the Company shall under no circumstances be responsible for any dispute arising between the Registered Corporation and the External Operator of the said External Service.
  3. A Registered Corporation shall, at its own expense and responsibility, research whether or not using the Service violates any legislation or internal rules of an industrial association applicable to the Registered Corporation, and the Company shall not provide any warranty whatsoever to the effect that the Registered Corporation’s use of the Service is in conformity with any legislation or internal rules of an industrial association applicable to the Registered Corporation.
  4. A Registered Corporation shall, at its responsibility, manage and settle transactions, communications, disputes, etc. arising between it and another Registered Corporation, a Member, or any other third party in connection with the Service or the Website, and the Company shall under no circumstances be responsible for any of them.

Article 14Limitation of Liability

  1. The Company is liable for damages (including expenses) regardless of the legal reason (e.g. damages resulting from breach of contract or quasi contract, neglect of duty, tort) as follows::
  2. The Company is liable according to statutory laws for wilful intent and gross negligence.
  3. In case of injury to life, body or health, in case of claims based on the German Product Liability Act and in other cases in which the liability of the Company may not be excluded or limited according to mandatory laws, the Company is liable according to statutory laws.
  4. In case of slight negligence, except for cases according to Art. 14.3 above, the Company is liable according to statutory laws if a "Cardinal Duty" (meaning any contractual obligations of which the other party may rely on because they are essential to allow execution of the contract) was breached; in case of breach of a duty that is not a Cardinal Duty, the liability of the Company is limited to the typical contractual damage which was foreseeable when the parties entered into the Agreement. Parties agree that the typical and foreseeable contractual damage shall be the total amount of the usage fees for the Service actually received by the Company from the Registered Corporation during the three (3)-month period prior to the time the cause of the damage occurred.
  5. To the extent that the liability of the Company is excluded or limited according to the above, this shall also apply to its staff, representatives and to its agents within the meaning of sec. 278 of the German Civil Code ("Erfüllungsgehilfe").
  6. When the Website is linked to or from another website not operated by the Company, the Company shall under no circumstances be responsible, on whatever grounds, for neither such website, nor for information obtained therefrom.

Article 15Registered Corporation’s Liability for Damages

  1. A Registered Corporation shall be liable to compensate the Company according to statutory laws for any damage caused thereto due to the former’s violation of the Terms or in connection with its use of the Service.
  2. In the event that a Registered Corporation receives any complaint from another Registered Corporation, a Member, an External Operator, or any other third party, or a dispute arises between the Registered Corporation and any of them in connection with the Service, the Registered Corporation shall immediately notify the Company of the details, deal with such complaint or dispute at its own expense and responsibility, and report the progress and results thereof to the Company, at the request of the Company.
  3. If the Company receives, from another Registered Corporation, a Member, an External Operator or any other third party, any claim of infringement or for any other reason in connection with a Registered Corporation’s violation of the Terms, such Registered Corporation shall compensate for the amount that the Company is forced to pay to such third party based on the claim.

Article 16Confidentiality

  1. The “Secret Information” herein means all information relating to technique, business, operations, financial affairs, organization, and any other affairs of the Company and a Registered Corporation that is provided or disclosed by one party to the other party in writing, orally, or by storage media or other means, or otherwise acquired by one party from the other party in connection with a Subscription or the Service. However, this does not apply to information that: (i) is already known to the public or within the knowledge of the receiving party at the time of provision or disclosure by the other party or of acquisition; (ii) becomes, after the time of provision or disclosure by the other party or of acquisition, part of the public domain through no fault of the receiving party, including by publication; (iii) is lawfully acquired, without owing a confidentiality obligation, from a third party having the authority for provision or disclosure; (iv) is developed independently of Secret Information; or (v) is confirmed by the other party in writing to be information for which confidentiality is not required.
  2. Both the Company and Registered Corporation shall use Secret Information only for the purpose of using the Service, and shall not, without the written consent of the other party, provide, disclose, or divulge to a third party any secret information of the other party.
  3. Notwithstanding paragraph 2, both the Company and Registered Corporation may disclose Secret Information under law or an order, demand, or requirement of a court or governmental organization. However, upon receipt of such order, demand, or requirement, the party shall promptly give the other party notice to such effect.
  4. When reproducing a document, magnetic recording medium, or other media containing Secret Information, either party shall obtain the advance written consent of the other party and handle and manage such reproductions strictly pursuant to paragraph 2.
  5. Either party shall, whenever requested by the other party, without delay, in accordance with instructions of the other party, return or destroy secret information, any recording media (including documents) showing or containing Secret Information, and all reproductions thereof.

Article 17Effective Period

  1. The Subscription of a Registered Corporation shall become effective on the day that its registration is completed under Article 3, and shall remain in force between the Company and the Registered Corporation until the day such registration of the Registered Corporation is terminated or the day the provision of the Service is terminated, whichever comes earlier.
  2. At the point in time when a Subscription is terminated, the remaining Points (meaning “Points to Send” and “Points Received” possessed by Members of the Registered Corporation) shall become unusable in the Service. However, the Registered Corporation shall not be prevented thereafter from converting Points Received into a salary or gift on its responsibility. Furthermore, the Company may upon its discretion exchange Points for points or a gift delivered by another operator with which the Company is affiliated. The company shall not convert Points into other points or gifts when a Registered Corporation does not allow the Company to do so.

Article 18Revision of Terms and Service

  1. The Company may revise contents of the Service without restrictions, if and as far as any revision is not contrary to the agreed Terms and does not lead to a performance by the Company that is lower than agreed upon.
  2. The Company will notify a Registered Corporation in text form of any amendments to the Terms. Insofar as the amendments do not concern essential contractual provisions, a Registered Corporation's consent to the amendments shall be deemed to have been given unless a Registered Corporation objects in writing within six weeks of receipt of the notification. The Company undertakes to expressly inform a Registered Corporation of the respective amendments with the notification by sending the amended Terms and of the consequences of a failure to object.
  3. In addition, the Company reserves the right to make amendments to the Terms insofar as these changes are reasonable for a Registered Corporation and serve the implementation of changes in the law or changed market conditions. To the extent that an amendment is not only to the benefit of a Registered Corporation or is not neutral, a Registered Corporation has the right to object.
  4. In case the Registered Corporation objects according to paragraph 2 or 3 above, the Company may terminate the contract according to Article 12 paragraph 3 above.

Article 19Data processing

  1. The Company will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of personal data provided by a Registered Company.
  2. For further details, the Company und a Registered Company will agree on a data processing agreement according to art. 28 of the General Data Protection Regulation (GDPR).

Article 20Communications/Notices

All communications and notices from a Registered Corporation to the Company, including any inquiry about the Service, and those from the Company to a Registered Corporation, including any notice of revision to the Terms, shall be given by the method prescribed by the Company.

Article 21Assignment of Terms

  1. Without the advance written consent of the Company, a Registered Corporation shall not assign or transfer to a third party, create a security interest in, or dispose in any other manner of, its status under Subscription or any rights or obligations hereunder.
  2. If the Company assigns the business relating to the Service to a third party (in whatever form, including business transfer and company split), the Company may, incidental to the assignment, assign to the assignee its status under a Subscription, the rights and obligations hereunder, the Registered Information of Registered Corporations, and other customer information, and Registered Corporations hereby consent to such assignment in advance. Unless a legal succession happens pursuant to statutory law (e.g. by a merger under the German Transformation Act (UmwG)), a Registered Corporation may terminate its registration immediately without advance notice to the Company.

Article 22Entire Agreement

The Terms constitute the entire agreement between the Company and a Registered Corporation concerning the subject matters contained herein and supersedes all prior agreements, representations, and understandings between the parties, whether oral or written, concerning the subject matters contained herein.

Article 23Severability

If any provision herein or part hereof is held invalid or unenforceable under the Consumer Contract Act or any other law or regulation, the remainder of the Terms and the remaining part of the provision partly held invalid or unenforceable shall remain effective and in full force, and the Company and a Registered Corporation shall amend the Terms to the extent necessary so that the provision or the part held invalid or unenforceable will become in conformity to law and enforceable, and the parties shall strive to maintain the purport of the provision or the part held invalid or unenforceable, and secure equivalent effects in terms of law and economy.

Article 24Surviving Provisions

The provisions of Article 1, paragraphs 3 and 4, Article 4, paragraph 3, Article 5 (limited to cases where there is any outstanding payment), Article 6, paragraphs 1, 2, and 5, Article 8, paragraph 2, Article 10, Article 11, Article 12, paragraphs 2, 4, and 5, Article 13 through Article 16, Article 17, paragraph 2, and Article 19 through Article 24 shall survive the termination of a Subscription and remain effective; provided, however, that Article 16 shall remain effective only for a period of three (3) years after the termination thereof.

Article 25Governing Law and Competent Court

The Terms shall be governed by the laws of Germany, and all disputes arising out of or in relation to the Terms shall be brought in the courts of Berlin. The Company however retains the right to take legal action at the place of general jurisdiction of the Registered Corporation or at any other court having jurisdiction under statutory laws.

Article 26Settlement through Consultation

If there is any matter not stipulated herein or any question arising as to the interpretation hereof, the Company and a Registered Corporation shall strive to promptly settle it through mutual consultation under the principle of good faith and trust.
Established January 2019