These General Terms and Conditions ("GTC") apply to contracts (hereinafter collectively referred to as "Contract") between BRL RiskConsulting GmbH & Co. KG ("BRCG"), based in Hamburg, registered in the commercial register of the District Court of Hamburg under HRA 122036, business address: Caffamacherreihe 16, 20355 Hamburg, and its customers ("Client"), the subject of which is the use of the "Certinova – Your Compliance Benchmark" service.
The "Certinova – Your Compliance Benchmark" service is offered by BRCG exclusively to entrepreneurs (Section 14 of the German Civil Code), legal entities under public law, and special funds under public law. No contract is concluded with consumers (Section 13 of the German Civil Code) or persons acting for non-professional purposes.
The General Terms and Conditions of BRCG apply exclusively. General terms and conditions of the client shall only become part of the contract if and to the extent that this has been expressly agreed upon in writing with BRCG. This requirement for consent applies in every case, for example, even if the client refers to their own terms and conditions in the course of placing an order and BRCG does not expressly object to them.
Individual agreements, e.g., in framework agreements or in BRCG's order confirmation, shall take precedence over these General Terms and Conditions in the event of contradictions or discrepancies.
References to the applicability of statutory provisions are for clarification purposes only. Even without such clarification, statutory provisions shall apply unless they are directly amended or expressly excluded in these General Terms and Conditions.
The presentation of services offered by BRCG on the website (Certinova.com) does not constitute a legally binding offer, but rather an invitation to order.
By clicking the "Order Now" button on the website after entering their details, the client submits a binding offer to enter into a contract for the selected product in accordance with Section 145 of the German Civil Code (BGB). Immediately after sending the order, the client will receive an order confirmation; however, this does not constitute acceptance of the contract offer by BRCG. Unless otherwise stated in the order, BRCG is entitled to accept the contract offer within two weeks of its receipt.
Acceptance may be declared either in text form (e.g., by order confirmation) or by the provision of the ordered service or a partial service to the client.
By selecting service packages for which no price is stated and which require an individual quote, the client is not submitting a binding offer under Section 145 of the German Civil Code (BGB), but is instead requesting that BRCG provide a quote, which BRCG is entitled, but not obligated, to do.
The client is obligated to provide truthful information regarding their company size (1–50 employees, 51–999 employees, or 1000+ employees) when booking a service package. If a client provides untruthful information regarding company size, the contract shall be deemed concluded under the terms applicable to their actual company size. In such a case, BRCG is entitled to the fee that would have been charged for booking a package corresponding to the actual company size.
Unless otherwise stipulated herein, any amendments or additions to a contract referred to in Section 2, including any individual contract concluded on the basis of a framework agreement, and/or to these General Terms and Conditions must be made in text form, unless a stricter form is mandatory by law.
The subject of the contract is the activity described on the website (Certinova.com) in relation to the agreed service package, not the achievement of a specific economic result. The client is granted a limited, revocable, non-exclusive, non-transferable right to access and use the platform (app.certinova.com) for the purposes of the assessment ("Right of Use"). The right of use applies for the agreed term. The scope of the right of use corresponds to the client's service package. The client can choose between different service packages. The packages contain different services, which can be viewed on the website (Certinova.com). With the "Starter" service package, quality seals, the scorecard, and the compliance rating may only be used for internal business purposes.
BRCG is obligated to prepare a final report and a certificate, including the issuance of a scorecard and—if provided for—a quality seal (collectively "Assessment Documents"). These will only be prepared if the contractually agreed cooperation obligations pursuant to Section 4 have been fulfilled completely and on time. The assessment documents will be issued digitally.
BRCG offers a two-stage assessment. Stage 1 involves an assessment of the appropriateness of the design of the client's management system. Based on the results of Stage 1, the client receives a scorecard and—if provided for—a quality seal in a class corresponding to the level achieved by their company. The quality seal is awarded in the ascending classes "Committed," "Advanced," "Professional," and "Excellent." Each quality seal represents a specific performance level. The more appropriate the determined design of the client's management system, the higher the score on the scorecard and the higher the class of the issued quality seal.
After the successful completion of Stage 1 (with the award of at least an "Advanced" quality seal), the effectiveness of the assessed management system can be evaluated by BRCG in Stage 2 based on a special engagement. Based on the results of Stage 2, the client will subsequently receive a final report, a certificate, a scorecard, and—if provided for—a quality seal. The quality seal is awarded in the ascending classes "Dedicated," "Advanced," "Professional," and "Excellent." Each quality seal represents a specific performance level. The better the determined design or effectiveness of the client's assessed management system, the higher the score on the scorecard and the higher the class of the issued quality seal.
The client receives the score of their company's assessment based on the information disclosed by them that was available to BRCG at the time of the assessment. Should information or circumstances change significantly during the validity period of the scorecard and/or quality seal, BRCG may suspend the score/quality seal. A re-assessment requires a separate agreement between the parties.
Further reporting, detailed reporting, and/or oral evaluations are only owed by BRCG if and to the extent that this has been expressly agreed upon in writing in addition.
BRCG provides its services with the diligence of a prudent businessperson and always with regard to the individual situation and needs of the client.
BRCG employs qualified personnel for the performance of the contract who possess the necessary knowledge in the defined audit and consulting areas. When assembling the team for the performance of the contract, BRCG will take the client's specific requirements into account on a topic-specific basis. Unless otherwise agreed, BRCG may use expert subcontractors to perform the contract, whereby BRCG remains directly liable to the client at all times. Unless otherwise agreed, BRCG decides at its own discretion which employees or subcontractors are to be used to fulfill the contract.
BRCG provides its services in close coordination with the client. If, during the performance of the contractual services, additional facts or issues arise that are not the subject of the contract and make a change to the contractual scope of services appear necessary, BRCG will inform the client and coordinate the further course of action with them.
The platform (app.certinova.com) is generally accessible 24 hours a day, 7 days a week, except during maintenance periods. BRCG assumes no liability for network problems, interruptions, outages, delays, system unavailability, or other connectivity issues that affect the platform or the service. The Client cannot claim any compensation from BRCG in such cases. This also applies to cases of a suspected information security breach that is reasonably likely to severely compromise the security of the platform and the underlying services or the data of the assessed companies. BRCG may, without prior notice, temporarily suspend access to the platform for as long as is necessary to resolve the issue promptly.
The contract is concluded for the duration of a one-time assessment. It ends with the delivery of the certificate, the scorecard, and, if applicable, the quality seal. A follow-up engagement is considered a new contract.
The Client must provide BRCG with the data, information, and documents requested on the platform (app.certinova.com) ("Data") on the platform so that BRCG can provide its services.
The provided data must be truthful. The Client is obligated not to provide or upload any unlawful, fraudulent, harassing, defamatory, racist, or obscene data via the platform. The Client is obligated to notify BRCG immediately of any changes to its data. The data must not contain the names, titles, or contact details of employees.
The Client must designate at least one primary user as a contact person for BRCG. The Client must ensure that the contact details of the primary users are always up to date, visible to BRCG, and secure. Only primary users are permitted to access the Client's account on the platform and perform account-wide operations, membership-level changes, or complete questionnaires.
Upon conclusion of the contract, the Client has access to the platform (app.certinova.com) for one year and the ability to download, among other things, the questionnaire to be completed, instructions, and white papers to prepare for completing the questionnaire. A binding period of 60 days begins once the Client starts answering the questionnaire, within which all required information must be submitted by the Client. An extension of access to the platform is not associated with this period. After this period expires, the claim to the services owed by BRCG lapses. In this case, there is no entitlement to a refund of the paid deposit.
For the purpose of providing the services, the Client grants BRCG a non-exclusive, royalty-free, worldwide right to host, cache, process, use, reproduce, and display the data provided by the Client in the course of or in connection with the use of the platform, limited to the purposes of (i) assessment, (ii) thorough analysis, and (iii) the creation of dashboards, and to use such data to provide the services offered by BRCG. The Client warrants and represents that it possesses the rights and authority necessary to provide the data in the context of using the services and that it can grant these rights within the scope described above.
The Client is responsible for its IT systems used to access the platform and to utilize data obtained by its users from the services, including all conclusions, decisions, and actions taken by the Client and its affiliates based on such access or use.
Communication between BRCG and the client may also take place electronically. The client acknowledges that they are aware that electronic correspondence—particularly via email—entails significant security risks. If the client does not wish for electronic communication, or only wishes for it to occur using signature or encryption methods, they shall notify BRCG accordingly in text form.
BRCG and the client are obligated to keep all confidential information that becomes known to them in connection with contract negotiations or concluded contracts secret for the duration of their business relationship and for 5 years beyond its termination, to secure it against access by unauthorized third parties, and to use it only for the purpose intended by the contract. BRCG and the client will use the other party's information only for the purposes of the platform (app.certinova.com) and the respective services to be provided, unless otherwise expressly agreed in writing.
"Confidential Information" refers to all information and documents of a party that have not previously been generally known or readily accessible in their entirety or in their specific details, and therefore possess economic value. This includes, in particular, assessment questionnaires, methodology, certificates and associated data, materials, works, and other content obtained through access to and use of the platform, questionnaire responses, trade secrets, know-how, business relationships, business strategies, business plans, financial planning, personnel matters, and such documents and information that are marked as confidential or are to be considered confidential based on the circumstances.
The party receiving confidential information may only disclose such information to its agents, in particular its employees and subcontractors, as well as persons professionally bound by confidentiality, on a need-to-know basis, if and to the extent necessary for the provision or use of the platform or for the performance of the services to be rendered. In this regard, the parties undertake to impose corresponding confidentiality obligations on these persons. Unless otherwise specified in this agreement, neither party shall disclose confidential information to third parties.
Excluded from the confidentiality obligations of §§ 5.1 and 5.3 are such confidential information,
By entering into this agreement, the client consents to BRCG using the client's company name and logo as a reference on its website (currently certinova.com) as well as in print and online marketing materials. This consent remains valid unless the client objects in text form.
BRCG retains sole control and is solely responsible for all aspects of the platform (app.certinova.com) and the associated assessment services, including:
BRCG reserves the right, at its sole discretion, to make changes to the platform and the services offered that BRCG deems necessary or appropriate in order to:
In the event of force majeure or other unforeseeable, extraordinary circumstances beyond BRCG's control (e.g., unforeseen operational disruptions, strikes, lockouts, shortages of transport, government intervention, energy supply difficulties, etc.) that affect the functionality of the platform (app.certinova.com), any performance deadlines for BRCG shall be extended to a reasonable extent. This does not apply if BRCG is at fault for failing to take appropriate precautions or preventative measures. If the aforementioned circumstances make performance impossible or unreasonable for BRCG, BRCG shall be released from its performance obligations.
BRCG may only invoke the aforementioned circumstances if BRCG notifies the Client of them without delay.
§ 7.1 applies accordingly if a BRCG employee contractually designated for the project is unavailable due to circumstances that were unforeseeable at the time of contract conclusion and for which BRCG is not at fault. If the employee is permanently or long-term prevented from providing services, BRCG is entitled to provide a replacement employee with at least equivalent skills.
If the aforementioned delays in performance become unreasonable for the Client, the Client may set a reasonable deadline for BRCG to commence and/or continue the contractual activities and, upon the fruitless expiration of this deadline, terminate the contract extraordinarily in accordance with § 12. BRCG's claim to remuneration for services already rendered remains unaffected.
To the extent that BRCG is responsible for obstacles to performance, BRCG shall be liable in accordance with § 11.
The parties mutually undertake to respect the interests and legal rights of the other party. They shall inform each other immediately of any circumstances that arise during the performance of the contract and that may affect the fulfillment of the contract or the other party's other interests and/or legal rights.
The Client warrants that it, its affiliates, and its and their employees will refrain from any actions that could compromise the independence of BRCG employees.
The Client shall notify BRCG of any changes to its contact information. The Client acknowledges and agrees that it is responsible for keeping its contact details, including but not limited to the email addresses of its designated representatives, up to date at all times during the term of this Agreement.
The Client and its users may
The client is responsible for securing access to the platform (app.certinova.com) for themselves and their authorized users, must keep their access credentials confidential, and must notify BRCG immediately of any unauthorized access. Furthermore, the client shall take all reasonable and lawful measures within their control to stop unauthorized access and mitigate its effects. All actions performed using the client's access credentials shall be deemed to have been performed by the client.
BRCG reserves the right to claim damages resulting from a breach of the aforementioned obligations and to exercise other rights (e.g., termination for good cause, injunctive relief).
As part of the Certinova evaluation, BRCG will provide a final report and a certificate, including a scorecard and—where applicable—a "Compliance Seal of Approval" ("Evaluation Documents"). The validity of these documents is limited to twelve (12) months from the date of issue.
During this period, the use of these evaluation documents for marketing purposes, particularly on websites, social media platforms, email signatures, or client presentations, is permitted.
The client may only use the assessment documents in compliance with the provisions of the contract, the terms of use, and the permissions associated with the purchased service package.
The client may not alter the score on the scorecard or any rating or assessment results received from BRCG, including, but not limited to:
The disclosure of assessment documents to third parties, including the use of the quality seal by third parties, must comply with the usage and disclosure restrictions associated with the respective assessment document. Clients with a Starter service package are not permitted to export or share assessment documents outside of their own company.
Upon expiration of the validity period and in the absence of successful revalidation, any use of the assessment documents, particularly the quality seal, must cease. BRCG reserves the right to actively take action against any further use.
Once the contract is concluded, an invoice will be sent to the client, which is due immediately without deduction. Invoicing is not contingent upon the receipt or evaluation of the questionnaire by BRCG.
The remuneration for the services mentioned under § 3 can be viewed on the website (Certinova.com). The prices stated on the website are exclusive of statutory value-added tax.
Remuneration for the agreed services is payable within 8 days of the client's receipt of a proper invoice. Upon expiry of the aforementioned payment period, the client shall be in default without further reminder (§ 286 para. 2 no. 2 BGB). In the event of the client's default, BRCG's remuneration shall bear interest for the duration of the default at the applicable statutory default interest rate. BRCG reserves the right to claim damages for default.
If a contract is not effectively concluded, but BRCG has already provided services under § 3 with the client's consent, it is entitled to reasonable remuneration for these services.
Multiple clients are jointly and severally liable.
The client may only offset claims against BRCG with undisputed or legally established claims.
BRCG is liable to the client, regardless of the legal grounds, for damages caused and to be represented by BRCG, its legal representatives, and vicarious agents in accordance with the following provisions.
BRCG is liable for damages within the scope of fault-based liability in cases of intent and gross negligence. In cases of simple negligence, BRCG is liable, subject to more extensive statutory liability limitations (e.g., duty of care in one's own affairs), only
BRCG is not liable for the improper application or implementation by the client of the recommendations provided by BRCG within the scope of the services or in the working documents.
To the extent that BRCG's liability is excluded or limited under this contract, the same shall also apply to the personal liability of its legal representatives, employees, and vicarious agents.
Any statutory warranty claims of the client shall become time-barred within 12 months from the statutory commencement of the limitation period, with the exception of claims for damages, for which the statutory limitation period applies.
§ 10 applies accordingly to any claims for reimbursement of wasted expenditure (e.g., § 284 of the German Civil Code (BGB)).
The contract for the "Certinova – Your Compliance Benchmark" service is a project contract for a one-time assessment and ends automatically upon the complete fulfillment of the parties' contractual obligations. Separate termination is not required in this regard.
There is no right to ordinary termination for the duration of the contract. The right of both parties to extraordinary termination remains unaffected.
Grounds for extraordinary termination include, in particular:
In the event of extraordinary termination by BRCG due to culpable breach of contract, in particular due to a lack of cooperation by the client as per Section 12.3 b), the client shall compensate BRCG for all damages resulting from the premature termination of the contract, including loss of profit.
Termination must be in text form to be effective.
These General Terms and Conditions and the contractual relationship between BRCG and the client are governed by the substantive law of the Federal Republic of Germany, excluding international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods.
The place of performance is the registered office of BRCG. The place of jurisdiction for all disputes arising from or in connection with this contract is Hamburg, provided that (i) all clients are merchants, legal entities under public law, or special funds under public law, or (ii) the client has no place of residence in Germany.
Where these General Terms and Conditions or individual agreements between the client and BRCG require text form, this refers to text form within the meaning of Section 126b of the German Civil Code (BGB). The exchange of emails to disclosed email addresses satisfies the text form requirement. The text form requirement also applies to any amendment of the text form requirement itself.
The client may only assign rights arising from the contractual relationship with BRCG with the prior written consent of BRCG. Section 354a of the German Commercial Code (HGB) remains unaffected.
