Preface

Deutsche Unternehmerbörse DUB.de GmbH offers services to entrepreneurs under several domains: www.dub.de, www.dtub.de, www.beteilgungsscout.de. www.deutscheunternehmerboerse.de (“website”, “websites”). Deutsche Unternehmerbörse DUB.de GmbH is referred to as “Operator”. The sum of all services available on the website is referred to as “Service” and or "Services".

The submission of information to and use of, the service available through the Deutsche Unternehmerbörse websites is subject to the following terms and conditions. By submitting information to, or accessing information from, the Service, you, the end user and customer ("Customer(s)" and/or "User(s)") agree to the following terms and conditions. These Terms and Conditions are a legal agreement between you and Deutsche Unternehmerbörse DUB.de GmbH. These terms can be updated without notice. If you have any questions related to the terms and conditions stated here, please contact us.

 

§1 Operator

Deutsche Unternehmerbörse is operated by Deutschen Unternehmerbörse DUB.de GmbH:

Address: Schanzenstraße 70, 20357 Hamburg, Germany
Telephone: +49 (0) 40/468832-663
Telefax: +49 (0) 40/468832-669
E-Mail: info@dub.de
Internet: www.dub.de
Directors: Jens de Buhr, Michael Grote
Registry Court: Amtsgericht Hamburg
Registry Number: HRB 115977

§ 2 Contents and Users

1. The Operator offers Services related to the electronic procurement of business transactions. The platform offers an electronic marketplace for the sale or purchase of businesses, parts of businesses or stakes in businesses and services related to this type of trading. The Service of the Operator is herein limited to establishing contacts. The Operator is not responsible for the correctness of information on Customers or their listings, contracts between Customers and their contents or their implementation. When information on a potential seller is cross-checked by the Operator with publicly available information (DUB-Check), the Operator does not take responsibility for the information used in this context.

2. Besides establishing contacts, Deutsche Unternehmerbörse provides edited content dealing with M&A-related topics.

3. Customers of Deutsche Unternehmerbörse are all those users registered at Deutsche Unternehmerbörse.

4. These Customers can be classified into the following groups:

a) Registered as Sellers are those Costumers who offer to sell businesses, parts of businesses or stakes in businesses.

b) Registered as Buyers are those Costumers who are interested in buying businesses, parts of businesses or stakes in businesses.

c) Registered as “Service Providers” or "Advisors" are all those Costumers, who have special skills and knowledge which they are offering to advise potential Buyers and Sellers in implementing their transaction. This comprises lawyers, consultants and tax advisers, banks, M&A-advisors, Human-Resource advisors and all other advisors working in this line of business.

5. All those using Deutsche Unternehmerbörse without registration are "Visitors" with limited rights to use Services. Content in the open section is accessible without registration. A contractual relationship between Visitors and Operator is not created, as the Operator does explicitly not have any intention on its part to create legal relations.

 

§ 3 Functions of Deutschen Unternehmerbörse

1. Via the website, the Operator offers registered Users to search for potential business partners for transactions dealing with businesses, parts of businesses or stakes in businesses. For initiation and execution of such transactions, the Operator enables the Users to get in contact with each other.

2. In addition to the search function, the Operator offers its Customers – depending on the nature of interest – adapted promotional services. Therefore, the Operator offers online listings on its websites, print listings in publications of its partners and, especially for Service Providers, the possibility of a prioritized Top-Listing of their offer among search results visible to Customers. If Operator and Customer have agreed that an ad is to be taken out, the contractual performance in this regard is independent of the duration of contracts apart from that. The decision on the date and placement of this add is under the discretion of the Operator. The ad has to be taken out within nine months after the completion of the contract. Deviating agreements are only valid when confirmed in written by the Operator.

3. Besides the procurement of contacts between Customers, the Operator offers content by own or third party editors on its website. These contents only serve the purpose of general information. A guarantee for correctness, topicality and completeness cannot be made. Customers cannot make full or partial demand of compensation related to usage of data or information on Deutsche Unternehmerbörse.

 

§ 4 Registration and Contractual Agreements

1. Deutsche Unternehmerbörse is a closed internet platform, meaning that participation for users is only possible after a registration request is confirmed by the Provider.

2. To participate, potential Customers can register online on the website. The Operator offers different service packages that Customers can sign up for. Details of each packet can be researched on our website. The request for registration represents the User’s offer to enter into a contract with the Operator under German civil law. To register the Customer and for providing Services, the Operator gathers and uses user-related data in accordance with privacy regulations. Our rules for privacy protection can be accessed here.

3. The Operator reserves the right to decide whether to activate a Customer account after reviewing the user’s data and / or offer. In case of confirmation and activation, the Customer receives a Password to access the otherwise closed sections on the website. By transmitting that Password to the Costumer, the Operator accepts the offer of the Customer to enter into a contractual relationship.

4. Apart from the registration and activation procedure via online services, agreements between Customer and Operator are only valid when in written contract.

 

§ 5 Discretion Obligation

Customer and Operator are bound by agreement to keep secrecy with regard to data and information related to the usage of the Operator’s Services. This includes the obligation on both sides of the contract to comply with privacy regulations and the discretion obligation as stated in phrase 1 and to bind all employees using the Operator's Services to these agreements.

 

§ 6 Fees

1. Monthly fees for using Services depend on the package of Services. As far as the package does not determine any due-date, fees are payable in advance until the third working day of the month.

2. The Operator transmits bills and reminders to the Customer via Email. Bills are also available for download for at least one year. Bills on paper are provided upon request.

 

§ 7 Rights and Duties of the Customer

1. With activation of the account, the Customers is authorized to use Services according to the Service package he subscribed to. Any other technical usage of Deutsche Unternehmerbörse is not allowed. This applies especially to the usage of software, scripts or code in relation with the Deutsche Unternehmerbörse, e.g. electronic readout of user data, prices or types of products.

2. The Customer is obligated to regularly check and update transmitted information. For changes in user data, the Operator provides the Customer with electronic forms. Omission of changes in relevant user data by the Customer is a breach with terms of the contract with the Provider.

3. The Password transmitted to the Customer is for the Customer only and not transferable to third parties. Copying, publishing or publicly announcing the Password as well as providing opportunities for usage of the Password by others is not allowed and is a breach with terms of the contract with the Provider. The Customer is obliged to keep the Password secret and to change the Password regularly to minimize the probability of unauthorized usage by third parties.

4. The Customer is obliged to respect property rights and rights of use of third parties in relationship with the Provider. This applies especially to text and pictures used for listings and ads. With the transfer of ad or listing material, the Customer transfers comprehensive rights for usage of this material to the Provider. This comprises all rights for the usage of the ad in all types of media, especially the right for duplication, publication, broadcasting and extraction from a database. These rights are in all cases transferred without local restrictions and allow placement of ads and listings via all known electronic systems and all known types of online media. Rights of usage of ads that are designed by the Operator for the Customer – not matter for what type of medium – remain with the Operator. Ads are bound to be published in the medium appointed in the contract between Customer and Operator.

 

§ 8 Liability of the Customer

1. The Customer ensures and guarantees that he holds appropriate rights for all transmitted or provided notations, data and other content and that usage in relation with Deutsche Unternehmerbörse does not conflict with the rights of third parties. Usage of content, which is in conflict with rights of third parties or general legal provisions, is a breach with terms of the contract with the Provider.

2. In case content is a violation of existing law or in case content violates rights of third parties, the Provider is allowed to terminate the contract without notice and delete the relevant content, regardless of provisions under §11. In case the violation of rights of third parties is limited to the usage of Deutsche Unternehmerbörse by the Customer, the latter is bound to stop the violating usage immediately after being noticed by the Operator.

3. The Customer exempts the Operator from all resulting claims by third parties resulting from usage of the relevant content.

4. In addition to Paragraph 3, the customer exempts the Operator from all claims made by third parties against the Operator as far as the Customer is responsible for these claims as a result of illegal or illegitimate proceedings. This applies especially to violations in the domains of competition, property rights, trade-marks and patent rights held by third parties. The Customer has to refund all costs the Operator has to bear as a result of legal defense against claims referred to in Phrase 1. There are no further rights for claims resulting for the Operator against the Costumer under these terms, especially no rights for further compensations or contractual penalties.

 

§ 9 Rights and Duties of the Operator

1. The Operator is committed to deliver Services within technical possibilities.

2. The Customer accepts that, due to technical reasons, 100% availability of the Service cannot be realized. Especially maintenance, security or capacity related issues and events outside the influence of the Operator (such as power black-outs, disturbances in public communication networks, hard- or software issues on the side of the hoster, hacker attacks etc.) can cause temporary cessation of Services. The Operator should provide a minimal availability of 90%. For the period in which Deutsche Unternehmerbörse is not available to the Customer, the latter neither is eligible for refund of fees paid or nor to undertake any other claims based on unavailability against Deutsche Unternehmerbörse.

3. The Operator is entitled to make technical changes in Deutsche Unternehmerbörse at any time, as long as this does not influence technical availability.

4. The Operator is entitled to change the domain of Deutsche Unternehmerbörse at any time. This has to be announced to the Costumer at least two weeks in advance via Email, as long as there are no legal reasons requiring the Operator to change the domain immediately. In that case, the Operator has to inform the Customer immediately.

 

§ 10 Liability of the Provider

1. The Operator does not accept liability for any damage suffered by the Customer as a result of contractual relations with another Customer established via Deutsche Unternehmerbörse, as the Operator is not a party to such a contract. Furthermore the Operator does not accept liability for correctness and completeness of data provided by Customers in their listings. This does also apply for “DUB-Check”, in the sense of §2 (1).

2. In addition to Phrase 1, the Operator does not accept any liability for damages suffered by the Customer in relation with Deutsche Unternehmerbörse, provided such damages are not the result of negligence and/or deliberate misconduct on the part of the Operator.

3. The Operator does decidedly not accept any liability for damages suffered by the Customer from situations in which Services are not available or do not work properly due to technical reasons or due to action from third parties (e.g. Hackers etc.), provided such damages are not the result of negligence and/or deliberate misconduct on the part of the Operator.

4. The Operator offers Customers and advertisement partners alike the possibility to embed external links to websites not operated by Deutsche Unternehmerbörse. The Operator emphasizes that he has no influence on the design and contents of the information accessible through links from the homepage of Deutsche Unternehmerbörse; that the contents of the linked pages can be changed without the knowledge of Deutsche Unternehmerbörse; and that he has no influence over the future design, contents or authorship of these linked pages. Responsibility for content on these linked pages lies exclusively with the operators of these pages. In absence of indications of illegal content, the request to review these contents cannot reasonably be expected from the Operator. Customers have to inform the Operator when alerted by questionable content on sites linked to Deutsche Unternehmerbörse.

 

§ 11 Duration of Contract and Termination

1. The contract between Customer and Operator begins with activation of the user account and is valid for an indefinite period.

2. In the absence of any written agreement deviating from these terms, the agreed period of notice and minimum duration of subscription are defined by the package of Services subscribed to. In case the package of Service does not specify a period of notice, a general period of notice of three weeks applies. Termination is possible via online forms or in written form via fax or letter to the Operator. In case of no termination, the contract is renewed by the initial minimum duration.

3. In addition, the contract can be terminated without notice for exceptional reasons at any time. The Operator has an exceptional reason to terminate when:

- The Customer violates any of his obligations resulting from the contract, especially in relation with §7,

- The Customer starts competing with the Operator,

- The Customer, by designing his profile, offering products or information related to either profile or products, violates existing law or good manners,

- The Customer does not pay agreed fees,

- There are insolvency proceedings affecting assets of the Customer or when there are bankruptcy proceedings against the Customer’s owner or stakeholders,

- The reputation of Deutsche Unternehmerbörse is threatened by the presence of the Customer, for example, because the Customer has proven unreliable in fulfilling conveyed contracts or the negotiation of contracts, violates conveyed contracts or abused Deutsche Unternehmerbörse for outside purposes.

4. Instead of termination as ruled by Phrase 3, the Operator is authorized to warn, limit services or disable the account of Customers that are violating contracts.

 

§ 12 Advertisement

Every Customer, for the duration of his contract with the Operator, is authorized to publicly advertise his registration to Deutsche Unternehmerbörse; this includes usage of logos, links or a banner provided by Deutsche Unternehmerbörse. The Customer acknowledges that he is not assigned any further rights to make use of logos, pictures, code, signs or trade-marks used on Deutsche Unternehmerbörse.

 

§ 13 Commissioning Third Parties, Disposal, Transfer to Third Parties

1. The Operator is authorized to commission third parties to fulfill obligations from this contract towards the Customer. The Operator is bound to thoughtfully select and monitor these third parties; furthermore bound to oblige the third party to secrecy and privacy protection.

2. The Operator is authorized to sell Deutsche Unternehmerbörse to third parties or to transfer operations of Deutsche Unternehmerbörse completely to a third party. This has to be announced to the Costumer at least two weeks in advance via Email, as long as there are no legal reasons requiring the Operator to sell immediately. In that case, the Operator has to inform the Customer immediately. Any of these scenarios authorizes the Customer to terminate the contract without notice.

 

§ 14 Editing Terms and Conditions

The Operator reserves the right to edit these Terms and Conditions at any time. Amendments have to be made known to the Customer via Email. Every Customer has the possibility to file objection against amendments within 2 weeks after receiving notification. In case the Customer does not file objection against amendments, the edited Terms and Conditions are classified as accepted by the Customer. In case the Customer files objection against the amended Terms and Conditions, he also undertakes proper notice of termination to the next date allowable as defined in §11, Phrase 2.

 

§ 15 Final Clauses

1. In case one of the provisions of this contract is or becomes ineffective, all other parts remain valid. The ineffective clause is replaced by another one, taking into account interests of both parties.

2. Place of performance and sole place of all claims regarding this contract is Hamburg, in as far as there are no mandatory statutory regulations in contradiction. This agreement is governed by the laws of the Federal Republic of Germany excluding UN sales law (CISG).

Last Edit: 11/2011

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