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General terms and conditions of Robin Data GmbH
Our general terms and conditions
Robin Data GmbH
Tax number: 122/115/03124
Sales tax ID: DE320992201
Commercial register 26213 at Stendal local court
Represented by the managing director: Prof. Dr. Andre Döring
Company headquarters: Fritz-Haber-Str. 9, 06217 Merseburg, Germany
Distribution: sales@robin-data.io
Support: support@robin-data.io
Web: https://www.robin-data.io
1. Scope
1.1 The contractual partner is Robin Data GmbH ("Robin Data" or "we" or "us"), represented by the managing director Prof. Dr. Andre Döring. Customer ("Customer" or "you" or "you") is any natural or legal person who is not a consumer within the meaning of § 13 BGB. In particular, our services are aimed at natural persons or legal entities who have to implement compliance requirements or who wish to obtain information or further training on this topic.
1.2 All contract-relevant information is available in digital form on our website https://www.robin-data.io ("website", including all subpages or subdomains), can be requested by e-mail to sales@robin-data.io, are provided in the sales process via an Internet page or are available in excerpts as a printout (e.g. sales brochure). Further information is the subject of individual offers and the service descriptions given there.
1.3 These General Terms and Conditions shall also apply to subsequent transactions, even if no further reference is made to them when they are concluded. Any other express agreements on the content of the contract shall take precedence over these terms and conditions.
1.4 Robin Data is entitled to subsequently adapt and amend the General Terms and Conditions in relation to existing business relationships, insofar as changes in legislation or jurisdiction require it or other circumstances lead to the contractual equivalence relationship being disturbed not only insignificantly. A subsequent amendment to the Terms and Conditions shall become effective if you do not object to the amendment within one month after notification of the amendment. If you object to the notification of change, Robin Data shall have an extraordinary right of termination with a notice period of one month.
2. Subject of the contract
2.1 The subject matter of the contract results from the General Terms and Conditions, the offer submitted and the service descriptions contained therein as well as other contractual documents, insofar as these are referred to in the offer.
2.2 For contracts for services that can be booked directly within the respective software in addition to an existing contract, the subjects of the contract result from the service contents presented at the time of booking as well as these General Terms and Conditions.
2.3 Deviating regulations, e.g. individual offers, require the approval of the text form. These then contain a service description and prices for each service item.
2.4 If we are to assume a guarantee within the framework of a contract, this must be in writing and confirmed by us in writing in order to be effective.
2.5 General terms and conditions of the customer, e.g. as an attachment to enquiries, orders, order confirmations, etc., shall only be accepted by Robin Data if they have been explicitly confirmed by us in writing.
3. Services of Robin Data
3.1 Robin Data offers services in the areas of compliance, data protection and organisational as well as technological information and data security. In these areas, we provide software, consulting, auditing, training, expert and other services. Our services are divided into two performance classes:
3.1.1. services that are only available online on our servers operated in Germany as a software-asa-service ("SaaS Services"), such as our software for the implementation of compliance management ("ComplianceOS") and our online forum for the exchange of information on data protection and data security ("Robin Data Community").
3.1.2 Other services such as managed services, on-premises provision of parts of our software solution, consulting and training services, eLearning offers or individually offered consulting services.
3.2 The use of our Robin Data Community is free of charge. Robin Data does not assume any responsibility for the permanent availability of the Community, nor is there any claim to the use of the Community in your favour. Every user is advised not to make business-critical processes dependent on the use of the Community.
3.3 As a matter of principle, Robin Data does not provide legal advice as its own service. However, customers can commission legal opinions from partners via Robin Data within the framework of a contract with a lawyer suggested by Robin Data, which are prepared by third parties authorised to do so and forwarded to the customer by Robin Data. Robin Data does not act as a contractual partner of the legal opinion and does not provide any other services from the scope of application of the Legal Services Act.
3.4 Our services take into account the current state of the art and the currently applicable legal basis. Relevant court rulings are taken into account to the extent that they can serve as a guideline for the provision of services until they are implemented in a relevant law, depending on relevance, knowledge and the case at hand.
4. Requirements for the use of SaaS services
4.1 To order and use our SaaS services, customers must have a computer (e.g. desktop computer, laptop, notebook or tablet) with a sufficiently fast Internet connection (e.g. a DSL connection).
4.2 The use of our SaaS services via smartphones is possible. However, there are technical limitations in the usability, as our offers are not optimised for the use of smartphones due to the complex but necessary data collection.
5. Conclusion of contract
5.1 Contracts concluded under these General Terms and Conditions are based either on an individual offer to the customer or on online offers for additional services that can be added within an existing contractual relationship.
5.2 If the customer confirms an individual offer to us in writing (e.g. by e-mail or digital signature via a signature service provider) or if he places an order online for additional services, he accepts the respective offer conditions and places the order ("placing of order").
5.3 Upon receipt of the order, the contract between the customer and Robin Data shall be concluded.
5.4 Order placements can also be carried out for individual offer items.
5.5 All offers from Robin Data are subject to a validity period of 30 calendar days. Expressly deviating provisions only apply if they are stated in the offer.
5.6 Performance dates and deadlines defined in contracts are only binding if Robin Data has confirmed them in writing.
6. Tasks and duties of the customer
6.1 When registering individual users for our SaaS services (such as ComplianceOS), users must agree to the applicable terms of use. Use without consent is not possible.
6.2 When using the ComplianceOS, the Client receives a preconfigured compliance management system based on industry characteristics and other attributes on the basis of templates. This pre-configured system is generated on the basis of defined algorithms to the best of our knowledge and belief and the accuracy is continuously improved. We would like to point out that legal advice or auditing is not part of our software. The customer has to check all templates provided by the software himself or have them checked by a specialist, frequently adjust them in a few places (e.g. addition of information on the organisation) and release them.
6.3 A review of the documents and reports generated on the basis of these templates for completeness and correctness does not take place without an explicit order, which can be booked for a fee. Any resulting success, e.g. in the sense of legal protection, is expressly not owed and cannot be guaranteed.
6.4 If the Customer uses the SaaS Services to document data protection or information security management or any other compliance field for its own customers, the Customer shall, upon termination of the SaaS Agreement, provide Robin Data with non-personal contact details of the customers it manages on the Platform and further agrees that Robin Data will contact such customers on a one-off basis to make an offer for the continued use of the Platform by such customer directly.
6.5 The Client shall support the implementation of the project by cooperating closely and by providing in a timely manner all documents and data files required for the implementation of the project.
6.6 The Client shall provide a qualified employee (e.g. project manager, compliance officer) in a supporting capacity throughout the performance period.
6.7 If Robin Data's personnel has to perform services on the Customer's premises, the Customer shall provide them with adequate working space and the work equipment necessary for the performance of the order.
6.8 If the Customer fails to perform its tasks and obligations, any delays shall not be attributable to Robin Data and any additional costs shall be borne by the Customer.
6.9 The customer guarantees in the sense of the independent guarantee promise that he does not violate any rights of third parties (e.g. copyrights or trademark rights) when Robin Data provides the material for the performance of the service. Robin Data and its vicarious agents shall be indemnified against all claims of third parties culpably caused by the customer's omissions.
6.10. The customer undertakes to document defects in our SaaS/ or offer services as far as possible in a comprehensible manner, describing the defects, their effect or perceived defects and to send these records in writing to support@robin-data.io to be submitted.
7. Rights of use
7.1 Robin Data grants for its software solutions (SaaS solutions) as well as the online bookable additional contents for the duration of the respective contractual relationship between Robin Data and the customer a non-exclusive right to use the respective current version of the offered software including all further developments, updates and upgrades taking place during the term of the contract.
7.2 Insofar as Robin Data provides eLearning platforms, the customer is granted a simple right of use to the content provided via the platform for the purpose of carrying out the specific further education, training or other knowledge transfer. In principle, this only applies to the customer's employees and the employees of companies affiliated with the customer within the meaning of Section 15 AktG or by analogous application. Use outside the eLearning platform is prohibited. This does not apply to the provision of evidence of further training to supervisory authorities, although this is limited to the extent necessary.
7.3 The rights of use granted are subject to deferment until full payment of the agreed service remuneration has been made between the customer and Robin Data.
7.4 Unless otherwise agreed in writing, Robin Data reserves the right to use results from our services or the services of our partners for internal purposes, research purposes, future customer projects or the further development of our services in anonymised form.
7.5 The customer can use the Robin Data Community for as long as he maintains his account there or Robin Data discontinues this service. The right to a digital copy of his non-personal data does not exist in either case.
8. Remuneration, term and period of notice
8.1 All prices of Robin Data's services are generally net prices, plus applicable duties and taxes.
8.2 One-off costs are due for payment upon conclusion of the contract and after Robin Data has issued an invoice.
8.3 Recurring costs are due for payment in accordance with the provision in the offer (annually, quarterly, monthly) at the beginning of the calculation period and after invoicing by Robin Data. Regulations on the type and rhythm of the cost settlement result in each case from the specific offer or the information in the shopping basket when concluding the online contract for additional content.
8.4 All other services shall be invoiced by Robin Data to the Customer against the evidence of the services rendered agreed in the contract and on the basis of the billing rates specified in the offer (by the day or by the hour together with an indication of the billing cycle), as a rule at the end of a month.
8.5 Travel costs and expenses are to be reimbursed irrespective of their being stated in the offer if Robin Data informs the customer in reasonable time in advance about their occurrence and expected amount and the customer does not object to this within 2 working days. Deviating provisions must be defined in the order confirmation.
8.6 Contracts shall automatically renew at the end of the contract for a further period as a new contract term as follows:
- Initial contract period 24 months: extension by new contract period 12 months
- Initial contract period 12 months: Extension by new contract period 12 months
- Initial contract period 1 month: Extension by new contract period 1 month
8.7 The contracts can be terminated with the following notice periods:
- Contract duration 24 months: notice period 3 months before the respective end of the contract
- Contract duration 12 months: notice period 2 weeks before the respective end of the contract
- Contract duration 1 month: can be terminated at any time at the end of the contract
8.8 Notwithstanding the above clause 8.7, contracts for the provision of an eLearning platform with an agreed term of 12 months are subject to a cancellation period of 6 weeks to the end of the respective contract. Deviating provisions in the offer always take precedence here.
8.9 The customer shall be in default of payment if payment has not been received by us for accounting purposes within two weeks of receipt of the invoice. In the event of late payment, interest shall be charged at a rate of 9 percentage points above the base rate of the European Central Bank.
8.10. Should the customer fall into arrears with his payments, we reserve the right to charge reminder fees of 5 euros per reminder invoice issued. We are free to assign the payment and dunning claims to a professional payment service provider or debt collection provider, including by factoring, or to commission them to collect the outstanding payments on our behalf or on their behalf. We reserve the right to claim further damages. You have the option of proving that we have incurred no or less damage.
8.11. The customer shall only be entitled to assert a right of retention for counterclaims that are due and are based on the same legal relationship as the customer's obligation. Offsetting against claims is limited to recognised, undisputed or legally established claims.
9. Warranty
9.1 Robin Data shall provide the contractually agreed services with the greatest possible care. In the event of any defects, the customer shall notify Robin Data without undue delay in accordance with the provisions of Section 6.10.
9.2 The templates and samples provided by the Robin Data Software for your industry are based on templates reviewed by lawyers, our partners or other experts and are created by an intelligent algorithmic process in your client, after registration or also on the basis of functions to be started specifically. Robin Data does not guarantee their completeness, correctness or fit to the client's individual situation.
9.3 In the event of notified and proven defects, Robin Data shall remedy the defect at its own discretion and within a reasonable period of time. We are entitled to at least two attempts. In case of a final failure of the remedy of defects the customer may reduce the price or withdraw from the contract.
10. Liability
10.1 Robin Data as well as our legal representatives and vicarious agents shall only be liable for intent. Only if essential contractual obligations (consequently such obligations whose compliance is of particular importance for the achievement of the purpose of the contract) are affected, liability shall also be assumed for gross or slight negligence. In this case, liability shall be limited to the foreseeable damage typical for the contract.
10.2 The above exclusion of liability does not apply to liability for damages arising from injury to life, limb or health. The provisions of the Product Liability Act shall also remain unaffected by this exclusion of liability.
10.3 If the customer or the third party violates the obligations set out in section 6, the customer shall be liable to Robin Data for compensation of the damage resulting therefrom, including necessary legal costs. Copyright infringements by the third party will be treated as if they had been committed by the customer himself.
11. References
11.1 Customers are asked to act as a reference for Robin Data as part of quality assurance. If the customer allows Robin Data to act as a reference, we may use the company logo, company name, contact person and general description of the services provided as a reference on our websites and blogs, in brochures, in the sales process and in social media channels and all other channels controlled by Robin Data. We may also use the references in third party channels, such as press releases, trade fairs or print advertisements. The presentation of a testimonial (customer voice) and the publication of a detailed customer success story require a separate agreement and separate approval by the customer.
11.2 The above provision shall continue to apply for 5 years after the end of the contract.
12. Final provisions and severability clause
12.1 The exclusive place of jurisdiction for all legal disputes arising from this contract shall be our registered office if you are a merchant, a legal entity under public law or a special fund under public law or if you have no place of jurisdiction in the Federal Republic of Germany.
12.2 As far as there are no compelling legal regulations according to your home country law, German law under exclusion of the UN-purchase right is considered as agreed.
12.3 The invalidity of individual provisions shall not affect the validity of the remaining General Terms and Conditions.
These general terms and conditions are valid from: 26.04.2024
Earlier versions:
These general terms and conditions are valid from: 26.04.2024
Earlier versions:
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