Terms and conditions

1. Scope and Provider

1.1 These Terms and Conditions apply to the use of the website upname.io, the sales pages for individual domains, and the marketplace.

1.2 The provider is Martin-Andree Herz, sole proprietorship, Nordersteinstraße 10, 27472 Cuxhaven, Germany (hereinafter referred to as the “Provider”).

1.3 Deviating terms and conditions of the customer shall only apply if the Provider expressly agrees to them in text form.

1.4 Statutory rights of consumers shall remain unaffected by these Terms and Conditions.

2. Definitions

  • Own Inventory: Domains owned or controlled by the Provider and sold by the Provider itself.
  • Marketplace: The area in which third parties offer their domains for sale.
  • Seller: Any person offering a domain for sale on the Marketplace. Sellers may be businesses or private individuals.
  • Buyer: Any person wishing to purchase a domain. Buyers may be consumers or businesses.
  • Consumer: A natural person who enters into a legal transaction predominantly for purposes that are neither commercial nor related to their independent professional activity.
  • Business: A natural or legal person acting in the exercise of their commercial or independent professional activity.

3. Roles and Contractual Relationships

3.1 Own Inventory: The Provider is the contractual partner of the Buyer. In this case, the Provider is also the Seller.

3.2 Marketplace: The contractual partner of the Buyer is the respective Seller. The Provider operates the Marketplace as a platform operator. In particular, the Provider provides functions for listing and finding offers, communication between Buyers and Sellers, the technical processing of payments, and the coordination of domain transfers. The Provider may support the contracting parties in the performance of the purchase agreement and facilitate their communication without itself being the Seller or a contractual party to the domain purchase. The Provider’s statutory obligations as operator of the Marketplace remain unaffected.

3.3 The Provider is not a registrar. The technical registration and transfer of a domain are carried out through the respective registrar and the responsible registry.

3.4 The platform functions do not release the Seller from their own obligations. These Terms and Conditions govern the Seller’s obligations towards the Provider and the Buyer.

4. Seller Account and Verification

4.1 A Seller account is required to offer domains on the Marketplace. Approval may be subject to certain conditions.

4.2 The Seller shall verify their identity using the procedure provided by the Provider. Stripe Identity is used for this purpose. The Provider may alternatively verify the information manually.

4.3 Identity verification does not establish that the Seller is the owner or otherwise authorized to dispose of the domain being offered. Section 5 applies in this respect.

4.4 Seller Status: The Seller shall state whether they are acting as a business or as a private individual. The stated Seller status shall be displayed for the respective offer in a clear and understandable manner. The Seller is responsible for providing accurate information regarding their status and for notifying the Provider without undue delay of any changes.

4.5 The Provider may refuse, restrict, or withdraw approval of a Seller, in particular where there are doubts regarding the Seller’s identity, Seller status, or authorization to dispose of the domain.

5. Proof of Authorization to Dispose of the Domain

5.1 Before an offer is published, the Seller confirms that they are authorized to sell and transfer the domain.

5.2 The Provider may additionally require proof, such as confirmation from the registrar, access to the domain management system, or verification via DNS records. The Provider determines the type of verification.

5.3 The Provider does not comprehensively verify offers for accuracy, third-party rights, or market value. Verification is limited to the verification described in Sections 4 and 5.2.

6. Marketplace Offers

6.1 An offer shall contain at least: domain name, price and currency, indication of whether VAT is included, transfer method, and Seller status.

6.2 The Seller is responsible for the accuracy and completeness of their information.

6.3 The Provider may remove, suspend, or block offers if they violate these Terms and Conditions or applicable law. Section 15 shall apply.

7. Communication

7.1 Communication between Buyers and Sellers shall take place through the platform’s functions.

7.2 Communication outside the platform is not prohibited. However, this shall not affect the obligation to pay the commission pursuant to Section 10.

8. Conclusion of Contracts on the Marketplace

8.1 The purchase agreement is concluded exclusively between the Buyer and the Seller. The Provider is not a contractual party.

8.2 Domain offers published on the Marketplace are posted by the respective Seller. The Buyer submits a binding offer to purchase during the purchasing process by clicking the designated button. The purchase agreement is concluded once the Seller accepts this offer through the designated function. The Seller may accept or reject a purchase offer. Until the Seller has accepted the purchase offer, no purchase agreement concerning the relevant domain is concluded between the Buyer and Seller. Following acceptance of the purchase offer, the Buyer shall receive confirmation of the conclusion of the contract on a durable medium. The confirmation shall include, in particular, the domain, purchase price, contracting parties, and time of conclusion of the contract. Statutory provisions concerning information requirements, confirmation, withdrawal, and other consumer rights remain unaffected.

8.3 The Provider shall not be liable for the purchase agreement between the Buyer and Seller. This shall not apply to the Provider’s own obligations under these Terms and Conditions or to obligations that are mandatory under applicable law.

9. Payment

9.1 Payment via Stripe: The Buyer shall pay the purchase price via Stripe Connect. The purchase price shall be credited to the Seller’s Stripe account. The Provider’s commission shall be collected by Stripe as an Application Fee.

9.2 Payment processing shall be carried out via Stripe Connect. The Seller uses their own Stripe account (Connected Account) for this purpose and is the recipient of the purchase price owed by the Buyer. The Provider does not itself receive or hold the purchase price on behalf of the Seller. The Provider’s commission shall be collected by Stripe as an Application Fee. The applicable Stripe terms and conditions for Sellers and Buyers shall additionally apply to payment processing.

9.3 Direct Bank Transfer: Payment by bank transfer is only available to Sellers expressly approved for this payment method by the Provider. In this case, the commission pursuant to Section 10 shall apply.

9.4 The Seller must have their own Stripe account and comply with Stripe’s requirements in order to receive payments via Stripe.

9.5 Stripe fees shall be borne by the Seller.

9.6 The Provider does not hold purchase prices in trust.

10. Commission

10.1 For each sale concluded through the Marketplace, the Provider shall receive a commission of 15% of the purchase price.

10.2 For the purposes of these Terms and Conditions, the purchase price means the purchase price agreed between the Buyer and Seller for the domain. The Provider’s commission amounts to 15% of this purchase price. Costs and fees paid directly by the Buyer to third parties for services related to the purchase or transfer of the domain shall not form part of the purchase price for the purposes of this provision. VAT applicable to the commission shall be charged additionally where legally required.

10.3 The Provider’s entitlement to the commission arises upon conclusion of the purchase agreement. It applies regardless of the payment method. For payments via Stripe, the commission shall be deducted automatically. For direct bank transfers, the Provider shall invoice the Seller for the commission, payable within 14 days.

10.4 Circumvention: The commission may not be circumvented by concluding a purchase arranged through the platform outside the platform. If such a case arises, the Provider may subsequently invoice the commission. Intentional circumvention may result in suspension pursuant to Section 15.

10.5 Continuing Effect: If a specific contact between a Buyer and a Seller concerning a particular domain is established or facilitated through the platform, the obligation to pay the commission shall remain in effect if the Buyer and Seller conclude a purchase agreement for that domain outside the platform within twelve months of the first facilitated contact. A “facilitated contact” exists in particular where the platform enables communication between the Buyer and Seller concerning a specific domain or introduces the parties to one another for the purpose of initiating a purchase of that domain. A mere visit to or other general awareness of a domain offer without specific contact with the Seller shall not establish an obligation to pay a commission under this provision.

10.6 Reversal of the Transaction: The Provider’s entitlement to the commission arises upon conclusion of the purchase agreement. If the purchase agreement is subsequently validly reversed, the final existence of the Provider’s entitlement to the commission shall depend on the reason for the reversal:

  • Reversal due to a breach of duty by the Seller: If the Seller is unable to transfer the domain, refuses to perform the required service, or cancels the sale for a reason attributable to the Seller, the Provider’s entitlement to the commission shall cease. Any commission already paid shall be refunded to the Seller.

  • Technical failure of the transfer without responsibility on the part of the Buyer or Seller: If the domain cannot be transferred for technical or other reasons for which neither the Buyer nor the Seller is responsible, and the purchase agreement is therefore validly reversed, the Provider’s entitlement to the commission shall cease. Any commission already paid shall be refunded to the Seller.

  • Buyer’s failure to pay: If the Buyer fails to fulfill their payment obligation without the purchase agreement being validly reversed for another reason, an already accrued entitlement to the commission shall remain in effect. If no payment has yet been made and the commission has not yet been collected, it shall not be collected.

  • Valid withdrawal, rescission, or avoidance: If the purchase agreement is reversed due to a valid withdrawal, rescission, or avoidance, the commission shall be refunded to the extent required by law and corresponding to the extent of the reversal.

  • Mutual reversal: If the purchase agreement is reversed by mutual agreement between the Buyer and Seller, the entitlement to the commission shall generally remain in effect. Different treatment of the commission may be agreed upon on a case-by-case basis.

Any refund of a commission already paid shall be made via the payment method used to pay the commission. Mandatory statutory rights remain unaffected.

11. Domain Transfer

11.1 Own Inventory: The Provider shall initiate the transfer to the account specified by the Buyer with the registrar. The Buyer shall provide the information required for this purpose.

11.2 Marketplace: The Seller is responsible for transferring the domain to the Buyer. The Provider shall support coordination through the platform. The Provider does not assume an independent obligation to transfer the domain or guarantee successful completion of the transfer.

11.3 The duration of the transfer depends on the domain extension, registrar, and registry.

11.4 If the domain is not transferred within the transfer period stated in the offer or confirmation, the Buyer may set the Seller a reasonable deadline for the transfer and, if this deadline expires without success, withdraw from the purchase agreement. Setting a deadline is not required where the statutory requirements for withdrawal without prior notice are met. Statutory rights of the Buyer remain unaffected.

11.5 The legal consequences shall depend on when the issue occurs:

  • Unavailable before conclusion of the contract: No contract is concluded.

  • Unavailable after conclusion of the contract but before payment: The contract shall end. The Buyer is not required to make payment.

  • Transfer fails after payment: The Buyer’s statutory rights shall apply, in particular rights to subsequent performance, withdrawal, and damages under applicable law. The Provider shall assist in clarifying the matter to the extent possible.

  • Delay caused by registrar, registry, or third parties: The Seller and Provider shall inform the Buyer of the status. Statutory rights remain unaffected.

  • Buyer fails to provide required information: The deadline shall be extended by the duration of the delay.

12. Warranty and Third-Party Rights

12.1 Own Inventory: Statutory warranty rights shall apply. The Provider shall be responsible for transferring the domain in the condition in which it exists at the time the contract is concluded.

12.2 Marketplace: The Seller is responsible for the condition, information, and authorization to dispose of the domain. The Buyer’s statutory warranty rights against the Seller remain unaffected.

12.3 The Seller must not infringe any third-party rights. The Provider does not undertake comprehensive verification or provide any warranty regarding third-party rights, including trademark, name, or copyright rights, unless expressly warranted by the Provider. Statutory obligations of the Provider remain unaffected.

12.4 The Buyer is responsible for the use of the domain after its transfer. The Provider shall not be liable for such use.

13. Right of Withdrawal

13.1 Consumers purchasing from Own Inventory: For contracts between the Provider and a consumer, the statutory provisions concerning the right of withdrawal shall apply. The required withdrawal notice, including information regarding the expiry or premature exercise of the right of withdrawal, shall be provided to the consumer during the ordering process.

13.2 Consumers purchasing on the Marketplace: For contracts between a consumer and a business Seller, the statutory provisions concerning the right of withdrawal shall apply. The respective Seller shall provide the information required by law. The Provider shall support the provision of this information through the technical functions of the Marketplace.

13.3 Seller is a Private Individual: If the Seller is a private individual, there is generally no statutory right of withdrawal under the provisions governing distance contracts with businesses due to the Seller’s status as a private individual. Mandatory statutory rights remain unaffected.

13.4 Business Buyers: Contracts with businesses do not generally confer a statutory right of withdrawal unless otherwise provided by law.

13.5 Declaration of Withdrawal: If a Buyer declares a withdrawal to the Provider, the Provider shall forward the declaration to the Seller to the extent technically possible. The validity and legal consequences of the withdrawal shall be governed by the respective contract and applicable law.

14. Cancellation and Withdrawal

14.1 If the domain is no longer available before payment, the contract shall end. Any payments already made shall be refunded.

14.2 Statutory rights of withdrawal, rescission, and termination remain unaffected.

15. Reporting and Removal of Illegal Offers

15.1 Any natural or legal person may report offers that they believe contain illegal content. Reports may be submitted through the electronic reporting function provided for the relevant offer or through an electronic reporting channel provided for this purpose. The report should clearly identify the affected offer and state, with sufficient specificity, the reasons why the reported content is considered illegal. Where necessary, additional information shall be provided to enable the report to be reviewed. The Provider shall process incoming reports promptly, carefully, and objectively and shall decide on appropriate measures in accordance with applicable law and these Terms and Conditions.

15.2 The Provider shall review a report promptly. The Provider may remove, restrict, or block the offer or suspend the Seller. The affected Seller shall receive an explanation to the extent legally permissible.

15.3 Affected users may lodge complaints against decisions by the Provider concerning the removal, restriction of visibility, or suspension of offers or user accounts, as well as against other measures taken due to illegal content or violations of these Terms and Conditions. Complaints may be submitted electronically and free of charge through the designated internal complaint-handling system. Complaints must be sufficiently substantiated. The Provider shall process complaints promptly, without discrimination, carefully, and free from arbitrariness. If a subsequent review determines that the challenged decision was unjustified, it shall be lifted or appropriately amended without undue delay. The Provider shall inform the complainant of its reasoned decision without undue delay and shall provide information regarding available options for out-of-court dispute resolution and other available legal remedies.

15.4 In cases of abuse, false information, or infringement of third-party rights, the Provider may permanently suspend the Seller account. This shall also apply to new accounts created to circumvent a suspension.

15.5 Abusive reports may likewise result in measures being taken against the reporting party.

15.6 Authorities and rights holders may contact the Provider via the contact form.

16. Brokerage

The brokerage of domains that are not part of the Provider’s inventory is currently not part of the services offered. Should the Provider offer such services in the future, separate terms and conditions shall apply and shall be provided in text form before the service is commissioned.

17. Liability

17.1 The Provider shall be liable without limitation in cases of intent and gross negligence, for injury to life, body, or health, and under the German Product Liability Act.

17.2 In cases of ordinary negligence, the Provider shall only be liable for the breach of material contractual obligations. In such cases, liability shall be limited to the foreseeable and typically occurring damage.

17.3 With regard to content provided by Sellers, in particular domain offers, the Provider’s statutory liability for third-party content shall apply. To the extent that statutory liability privileges for service providers, in particular under Regulation (EU) 2022/2065 and the German Digital Services Act, apply, these shall remain unaffected. Statutory obligations to remove or block illegal content and other mandatory statutory obligations shall likewise remain unaffected.

17.4 Mandatory statutory liability remains unaffected.

18. Data Protection

The processing of personal data shall be governed by the Provider’s Privacy Policy.

19. Dispute Resolution

The Provider is neither willing nor obliged to participate in dispute resolution proceedings before a consumer arbitration board.

Statutory obligations to provide information regarding a competent consumer arbitration board following the occurrence of a dispute remain unaffected.

20. Applicable Law and Jurisdiction

20.1 The law of the Federal Republic of Germany shall apply, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG). Mandatory consumer protection provisions of the country in which the consumer has their habitual residence shall remain unaffected.

20.2 For disputes with businesses, the registered office of the Provider shall be the place of jurisdiction to the extent that a jurisdiction agreement is legally permissible. Otherwise, the statutory places of jurisdiction shall apply. For consumers, only the statutory places of jurisdiction shall apply.

21. Severability

If any provision of these Terms and Conditions is or becomes wholly or partially invalid, the validity of the remaining provisions shall remain unaffected. The invalid provision shall be replaced by the applicable statutory provision.

22. Hierarchy of Documents

22.1 Mandatory statutory provisions shall take precedence over these Terms and Conditions and any supplementary information and rules.

22.2 For the respective purchase, the information provided in the specific offer and during the purchasing process shall apply in addition, provided that such information does not conflict with these Terms and Conditions or mandatory statutory provisions.

22.3 Supplementary platform rules, in particular the policy concerning the reporting and removal of offers, shall apply to the use of the Marketplace insofar as they have been effectively incorporated into the contract.

22.4 The withdrawal notice fulfills a separate statutory information requirement and shall be provided to the consumer during the respective ordering process.

22.5 The Privacy Policy governs exclusively the processing of personal data. It does not form part of the contractual description of services.