1 Scope
1.1 These General Terms and Conditions (“GTC”) shall apply to all domain contracts of Syncope Communication Systems GmbH (“SYNCOPE”) that are being closed with a Customer. Services of the contract include domain names (e. g. the registration or administration of such names) and every other associated service delivered therewith.
1.2 These GTC apply, provided the Customer is a an entrepreneur, a merchant, a legal entity of public law or a public separate estate, also to all future contracts in the above sense, even though they are not once more explicitly included.
1.2 Deviations from these GTC shall apply only if they have been confirmed by SYNCOPE in writing.
1.4 SYNCOPE staff is not authorized to make verbal ancillary agreements or pledges which go beyond the content of the respective contract, including these GTC.
1.5 SYNCOPE has the right to change these GTC, provided substantial regulations of the contract will hereby not be touched and provided this change is necessary to be able to adapt to developments which at the time of the contract could not have been foreseen and which would lead to an imbalance of this contract. Substantial regulations would specifically refer to the type and coverage of the contracted services and the duration including the regulations to withdraw from the contract.
2 Conclusion of Contract and Right to Withdraw
2.1 The Customer applies to enter into the intended contract by letter or e-mail. The contract shall be deemed to have been brought about once SYNCOPE has expressly accepted it.
2.2 The cancellation of the contract cannot be accepted after SYNCOPE has already received it.
3 Basic Conditions and Conditions for Registration
3.1 The rules and regulations laid down by the Internet Corporation for Assigned Names and Numbers (ICANN), visible on www.icann.org, and by the respective domain registry responsible shall become an explicit part of the contract. SYNCOPE is contractually bound to pass on the conditions for registration of the individual domain registries to its Customer.
3.2 In case of registration of a .de domain, the Customer shall bindingly accept the rules laid down by DENIC, including the Domain Guidelines, the Domain Terms and Conditions and the DENIC Price List. The Customer is referred to www.denic.de for further information. In this case all contracts that are necessary for the registration of domain names will directly come into effect between the Customer and DENIC. The customer entitles SYNCOPE to make the necessary statements towards DENIC on his behalf. For the duration of the existing contract between SYNCOPE and the Customer, SYNCOPE indemnifies the Customer against the duty of payment of the prices stipulated with DENIC. In return the Customer pays the agreed fees to SYNCOPE.
3.3 In case of a registration of a gTLD domain, the Customer bindingly accepts the rules laid down by ICANN as well as by the respective domain registry responsible. For .mobi registrations, the Customer additionally accepts the .mobi registration agreement available on www.syncope.de.
3.4 The registration of .eu domain names will be done by SYNCOPE through EURid, Brussels, Belgium (“EURid”). In this case no direct contract through the registration of the domain name will come into effect between the Customer and EURid. The Customer, however, accepts the guidelines laid down by EURid (available on www.eurid.org) as being a binding part of the contract between him and SYNCOPE.
3.5 Any domain transfer from SYNCOPE to another registrar shall not be possible within 60 days after the initial domain registration or the last transfer of the domain. In this respect, the Customer is referred to the relevant version of the Inter-Registrar Transfer Policy (available on www.syncope.de). In case of a domain transfer, the Customer undertakes to submit a written declaration of consent issued by the domain owner to SYNCOPE before initiating the transfer.
3.6 The Customer shall make up for any damage done to SYNCOPE and he shall indemnify SYNCOPE against any claims and other legal injuries resulting from its non-compliance with the rules named above or from any non-compliance with its duty to cooperate.
3.7 The Customer shall also be obliged to indemnify SYNCOPE, ICANN and the domain registries, in particular VeriSign Inc., PIR and RegistryPRO as well as any other persons involved in the registration of domains, such as subcontractors, shareholders, managing directors, managers, members of staff, contractors and companies affiliated with them against any liability resulting from or arising in connection with possible infringements of the rights of third parties in the course of its domain registration. This indemnity against liability shall include any claim for damages, costs and expenses, including reasonable lawyer’s fees and costs for prosecution. It shall survive the termination of the service contract.
3.8 The Customer agrees that a domain registration can be deleted, cancelled or transferred in order to correct mistakes by SYNCOPE or the Registry Operator or to resolve disputes concerning the registered name.
4 Scope of Service
4.1 SYNCOPE provides domain services and thus particularly acts as an agent for the Customer with regard to the registration or administration of domain names. A registration on the basis of these GTC is the application for a domain name with the respective registry (registration) or the transfer of a domain name from another registrar to SYNCOPE (transfer). Administration shall mean the provision and change of data entries to domains (e. g. contacts or name server), the renewal of the domain registration period, the deletion of a domain or the like. In the context of acting as an agent SYNCOPE applies for the registration of a domain name with the responsible registry or respectively with an accredited registrar to register the contracted domain name according to the details of the Customer. SYNCOPE also pays the necessary fees for these operations.
4.2 If it is the Customer’s wish, SYNCOPE will provide two domain name servers for the technical operation (domain name resolution) of domains managed at SYNCOPE without additional charges. Accessibility of the domain thereby depends on the services of third parties and thus is beyond the sphere of influence of SYNCOPE.
4.3 When registering and/or maintaining domains, SYNCOPE shall act only as an agent between the Customer and the respective domain registry.
4.4 SYNCOPE has no influence on whether or when a domain name is registered.
4.5 Furthermore, SYNCOPE does not guarantee that the domain names applied for on behalf of the Customer will be registered at all and/or that the domain names registered will be unencumbered with the rights of third parties or will continue to exist in the future.
4.6 SYNCOPE shall undertake to process the registration as quickly as possible. SYNCOPE, however, shall be unable to guarantee that the domain name applied for will not be registered for another applicant during the processing period. SYNCOPE shall not accept any liability for delays caused by other parties involved in the registration process.
4.7 If the Customer applies for the registration of several domain names and if the registration of all of them is not possible due to a lack of availability, SYNCOPE shall be entitled to register those domains which are available (partial performance).
5 Obligations of the Customer
5.1 The Customer shall be obliged to use the SYNCOPE services only for the intended purpose. In particular, he shall be obliged:
a. to ensure that the network infrastructure or parts thereof are not overburdened by excessive use;
b. not to abuse access to SYNCOPE services and to refrain from any unlawful activities;
c. not to send any commercial e-mails to persons who do not want to receive such e-mails. The dispatch of any kind of unsolicited “bulk mail” (also referred to as „junk mail“ or “spam mail“) is expressly prohibited;
d. to accommodate the recognized principles of data security, in particular to keep passwords secret and to change them or to have them changed without undue delay if there is reason to believe that unauthorized third parties have gained knowledge of them.
e. to correctly and completely provide all required data upon application. Any changes shall be communicated to SYNCOPE without undue delay and shall be confirmed in writing within 15 days on request. In particular, this shall apply to:
- name, address, phone number, e-mail address and address of domain owner
- if the domain owner is an organization, additionally the name of a natural person that is authorized to represent the domain owner
- name, address, phone number and e-mail address of the administrative and the technical contacts
- if necessary, IP addresses of the primary and secondary name servers including their server names;
f. to ascertain himself and procure that the registration and the possible use of the domain name by himself or third parties shall not interfere with the rights of other parties. Furthermore, the Customer shall make sure that the chosen domain names are available and do not offend common decency;
g. to instruct SYNCOPE with changing the owner of a domain to another person or organization only if the current as well as the prospective owner have explicitly agreed to the change of ownership before the start of the transaction, and if Customer has provided SYNCOPE with a written declaration of consent. SYNCOPE reserves the right not to execute orders to change the domain owner in cases of justified disbelief, or to cancel orders that have already been executed if this is possible;
h. to be responsible for all duties of the domain owner, in particular for the provision of complete contact information according to 5.1e, even in case the customer or domain owner leaves the right to use the domain to third parties. He shall as well be liable for all damages resulting from the usage of the domain.
i. in case of domain disputes to comply with the Uniform Domain Name Dispute Resolution Policy (UDRP; www.icann.org/udrp) and to submit to the decisions of an arbitration board specified in the context of UDRP proceedings.
5.2 A breach of the contractual obligations mentioned under 5.1 will entitle SYNCOPE to extraordinarily terminate the contract without notice and to cancel the domain registration. In this case, SYNCOPE is also entitled to lock the domain so that it is not accessible from the internet as long as the breach of contract by the Customer or the third party dispute over the breach persists. This right applies as soon as a third party can plausibly demonstrate an infringement brought about by the registration or usage of a domain name.
6 Duration and Termination of Contract
6.1 Unless otherwise stipulated, the minimum duration of the contract shall be one year, starting from the registration date of the respective domain. Unless the contract is terminated with one month’s notice before the end of its minimum contract period, it shall be extended for another year, or for the minimum extension period specified by the relevant domain registry, respectively. In this case, the contract shall be terminable with the same period of notice effective to the end of its respective duration.
6.2 Upon termination of the contract coming into effect, the Customer shall lose the right to the domain name. After the termination of the contract has come into effect, SYNCOPE is entitled to return the domain name to the registry or to transfer it to SYNCOPE itself or to any other owner, provided it does not infringe on the respective terms of the registry, trademark rights or any other proprietary rights of the Customer.
6.3 Should the Customer be interested in using his domain name even after termination of the contract with SYNCOPE, the Customer, in due time, shall be obliged to close a contract with a third party on the usage of the domain name as well as to instruct the third party to ensure that the domain name usage can be maintained.
6.4 The right of extraordinary termination for cause shall not be affected, particularly in the cases named under no. 5.1.
6.5 An extraordinary termination for cause by SYNCOPE is indicated in particular if the Customer is in delay of payment for one or more domain names by two (2) weeks.
6.6 There shall be no reimbursement of the fee already paid during the contract period, unless the Customer has extraordinarily terminated the contract for a cause SYNCOPE is responsible for.
6.7 Any termination of contract must be declared in writing to become effective. Sending an e-mail shall not fulfill this requirement.
7 Terms of Payment and Default in Payment
7.1 The fee for registrations or renewals shall be paid in advance for at least one year or for the relevant duration of the contract. Any other payments are due following the provision of the service. The Customer shall receive an online invoice via e-mail. On demand, the Customer shall receive a postal invoice for which a fee of 1.95 EUR each will be charged. Payments shall be due on receipt of the invoice.
7.2 In the event of changes to pricing or billing models imposed by the relevant domain registry, SYNCOPE shall be entitled to adjust fees in the proportional scope. The same shall apply if purchase prices have changed due to fluctuations in the exchange rate of five per cent or more since the conclusion of the contract or since its latest adjustment. The Customer will be notified about the intended increase in prices in writing at least 6 weeks before the changed prices become effective. The Customer shall have an extraordinary right to terminate the contract being affected by the price increase. If the Customer does not terminate the contract within 6 week after receipt of the notification of change in writing, the changes will become an integral part of the contract at the time the price changes will be effective. The Customer will be advised accordingly in the notification of change.
7.3 In case of default in payment, SYNCOPE shall be entitled to exclude the Customer from using their services in accordance with § 45k of the German “Telekommunikationsgesetz” (Telecommunications Act, “TKG”). In this case, the Customer will, along with the reminder, receive notice of the fact that he might be excluded from the service and has the option to recourse to legal relief.
8 Right to Set-Off and Right of Retention
8.1 The Customer may only set off claims against claims of SYNCOPE if his claims are uncontested or have been recognized by a court of law. The Customer shall be entitled to assert a right of retention only as a consequence of counter-claims resulting from the contract.
9 Liability
9.1 Regarding the provision of telecommunication services for the public in the sense of the TKG, in case of deliberate breach of duty SYNCOPE will be liable for financial losses without limit, and in case of slight negligence or gross negligence, SYNCOPE will be liable to a maximum of 12,500 EUR per customer.
9.2 In so far as paragraph 9.1 is not to be applied, SYNCOPE has unlimited liability in cases of an explicit and written assumption of a guarantee or a procurement risk, in case of material damage or financial loss resulting from intent gross negligence, or in case of injuries of life, body or health resulting from intent, gross negligence or slight negligence.
9.3 SYNCOPE is liable according to the German Product Liability Act.
9.4 In so far as paragraph 9.1 to 9.3 are not to be applied, SYNCOPE shall only be liable in case of a slightly negligent breach of duty for those duties essential to the contract that facilitate the proper accomplishment of the contract, where breach of the duty puts the fulfillment of the purpose of the contract at risk, and that the Customer regularly trusts SYNCOPE to be in compliance with. However, the liability is limited to typical damage foreseeable at the time the contract was signed.
9.5 In case of a liability according to paragraph 9.4, SYNCOPE’s liability shall be limited to an amount of 15,000 EUR per case of damage. In case of several damages within a single contractual year, liability shall be limited to a total amount of 30,000 EUR.
9.6 In case of loss or deterioration of data and programs and their restoration, SYNCOPE shall be liable only in so far as this loss could not have been avoided by appropriate precautionary measures by the customer, in particular by creating daily backups of all data and programs.
9.7 In so far as liability is effectively excluded, this exclusion shall also apply to the personal liability of employees, other staff members, committees, representatives and vicarious agents of SYNCOPE.
10 Confidentiality and Data Protection
10.1 In accordance with § 33 of the Federal Data Protection Act, SYNCOPE points to the fact that in line with the registration process personal data will be stored and forwarded to third parties involved in the registration, in particular to the responsible registry (e. g. DENIC, EURid, ICANN). In case of gTLD domains this applies to the entire duration of the contract on a regular basis. This also implies the publication of such data in databases which are available on the internet without restrictions, so-called “whois” databases.
10.2 If SYNCOPE makes use of third parties to provide its services, SYNCOPE shall be entitled to disclose the Customer’s data if this is necessary to ensure the function of operations.
10.3 SYNCOPE shall guarantee that all the persons involved in the performance of the contract are aware of and adhere to the relevant provisions on data protection.
11 Final Provisions
11.1 Venue for all disputes arising from this contract is Hamburg, Germany. The contract shall be governed exclusively by the law of the Federal Republic of Germany.
11.2 If any provision of these GTC is or becomes invalid, this shall not affect the validity of the remaining provisions. The invalid provision shall instead be replaced by a provision which corresponds to or at least approaches the purpose of the contract and which the contracting Parties would have agreed upon to achieve the same commercial result if they had known about the invalidity of the original provision. The same shall apply in case the provisions are incomplete.
Date: October 01, 2023