Terms of Service
Last updated: April 2026
These Terms of Service (“Terms”) govern access to and use of the Rebeka platform (“Service”) provided by ML Upskill Agents UG (haftungsbeschränkt) (“we”, “us”, “Provider”). By creating an account or using the Service, your institution (“Customer”, “you”) agrees to these Terms.
Payment note:Subscription payments are processed by Paddle.com Market Ltd, UK (“Paddle”), who acts as Merchant of Record. The payment relationship is governed by Paddle’s Buyer Terms. These Terms govern the service relationship only.
1. Service Description
Rebeka is a business-to-business (B2B) software-as-a-service platform for clinical placement management in nursing and midwifery education. The Service enables institutions to coordinate student placements, track clinical hours, manage compliance documentation, record attendance, and produce analytics for accreditation and reporting purposes.
The Service is offered to institutional customers (universities, colleges, hospitals, and clinical facilities). Individual end users (coordinators, supervisors, students) access the Service through their institution’s account.
2. Account Creation and Responsibility
Institutional Accounts
The Customer is responsible for creating and managing its organisational account. The individual who creates the account warrants that they have authority to bind the institution to these Terms.
User Management
The Customer is responsible for managing user access within its organisation, including assigning appropriate roles (administrator, coordinator, supervisor, facility coordinator, site staff, student) and revoking access when users leave the institution.
Account Security
The Customer shall ensure that all users keep their login credentials confidential. The Customer is responsible for all activity that occurs under its account.
3. Acceptable Use
The Customer agrees to use the Service only for its intended purpose — clinical placement management — and shall not:
4. Data Ownership and Portability
Your Data Remains Yours
All data entered into the Service by the Customer and its users (“Customer Data”) remains the property of the Customer. We do not claim ownership of Customer Data.
Data Export
The Customer may export its data at any time in a structured, commonly used, machine-readable format (CSV). We shall provide reasonable assistance with data export upon request.
No Switching Barriers
In accordance with the EU Data Act, we shall not impose contractual, technical, or financial barriers that prevent the Customer from switching to another provider or porting its data. The maximum notice period for contract termination is two months.
Limited Licence to Us
The Customer grants us a limited, non-exclusive licence to process Customer Data solely for the purpose of providing and improving the Service. We shall not use Customer Data for any other purpose, including marketing or sale to third parties.
5. Subscriptions and Payment
Rebeka offers tiered subscription plans as described on our pricing page.
Merchant of Record
All payments are processed by Paddle.com Market Ltd (UK), who acts as Merchant of Record. When you purchase a subscription, you contract with Paddle for the payment transaction. Paddle handles invoicing, VAT/tax calculation, and payment methods. Paddle’s Buyer Terms govern billing, refunds, and payment disputes.
Free Trial
We may offer a free trial period. At the end of the trial, the Customer must subscribe to a paid plan to continue using the Service. We shall provide reasonable notice before the trial expires.
Plan Changes
The Customer may upgrade or downgrade its subscription at any time. Changes take effect at the next billing cycle. Downgrades may result in reduced feature access or capacity.
6. Service Availability
We shall use commercially reasonable efforts to maintain the availability of the Service. However, we do not guarantee uninterrupted access. The Service may be temporarily unavailable due to scheduled maintenance, infrastructure updates, or circumstances beyond our reasonable control.
We shall endeavour to provide advance notice of planned maintenance windows where practicable.
7. Data Protection
The processing of personal data under the Service is governed by our Privacy Notice. The Customer acknowledges and agrees that:
8. Intellectual Property
The Service, including its source code, design, documentation, and all related intellectual property, is and remains the property of ML Upskill Agents UG. These Terms do not transfer any intellectual property rights to the Customer beyond the limited right to use the Service during the subscription term.
9. Limitation of Liability
To the maximum extent permitted by applicable law:
Direct Damages
Our total aggregate liability for direct damages arising out of or in connection with these Terms shall not exceed the total fees paid by the Customer in the twelve (12) months immediately preceding the event giving rise to the claim.
Cardinal Obligations (Wesentliche Vertragspflichten)
For breaches of essential contractual obligations (wesentliche Vertragspflichten — obligations whose fulfilment is necessary for the proper performance of the contract and on whose compliance the Customer regularly relies), our liability for simple negligence is limited to the foreseeable, typically occurring damages at the time of contract conclusion, up to the fee cap stated above.
Indirect Damages
Subject to the carve-outs below, we shall not be liable for any indirect, incidental, consequential, or special damages, including loss of profits, loss of data, or loss of business opportunity, howsoever caused.
Exclusions from Limitation
Nothing in these Terms excludes or limits liability for (a) intentional misconduct (Vorsatz), (b) gross negligence (grobe Fahrlässigkeit), (c) death or personal injury, (d) fraud or fraudulent misrepresentation, or (e) any liability that cannot be excluded or limited by applicable law.
10. Termination
By the Customer
The Customer may terminate its subscription at any time with no more than two months’ notice. Termination takes effect at the end of the current billing period. The Customer may export its data before termination.
By the Provider
We may suspend or terminate a Customer’s account if the Customer materially breaches these Terms and fails to remedy the breach within thirty (30) days of written notice. In urgent cases (e.g., security threats, illegal activity), we may suspend access immediately with notice given as soon as practicable.
Effect of Termination
Upon termination, we shall retain Customer Data for ninety (90) days to allow for data export, after which non-essential data will be permanently deleted. Clinical records required for accreditation purposes may be retained as described in our Privacy Notice.
11. Changes to These Terms
We may update these Terms from time to time. If we make material changes, we shall notify the Customer by email or by displaying a prominent notice within the Service at least thirty (30) days before the changes take effect. Continued use of the Service after the effective date constitutes acceptance of the updated Terms. If the Customer does not agree to the updated Terms, it may terminate its subscription in accordance with Section 10.
12. Governing Law and Jurisdiction
These Terms are governed by and construed in accordance with the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG) and without regard to conflict-of-law provisions. The courts of Amberg (Amtsgericht Amberg / Landgericht Amberg), Germany shall have exclusive jurisdiction over any disputes arising out of or in connection with these Terms.
13. Contact
ML Upskill Agents UG (haftungsbeschränkt)
Hohe Straße 13, 92249 Vilseck, Germany
Email: info@upskillagents.com
Phone: +49 156 79602536
For privacy-related enquiries: privacy@rebeka.app
Related Legal Pages
Privacy Notice — how Rebeka collects, uses, and protects your data
Impressum — legal company information (required under German law)
Paddle Buyer Terms — payment, billing, and refund terms (Merchant of Record)