General Terms and Conditions

General terms and conditions ofWemakefuture GmbH, following called WEMAKEFUTURE

Gottfried-Arnold-Str. 3 in 35398 Gießen Tax Number 20 248 13147

Die AGB gelten für Entrepreneur in the sense of § 13 BGB – we can not provide services to private persons.

  1. Area of application

The following general terms and conditions apply to all legal transactions of the service company WEMAKEFUTURE – hereinafter referred to as the Service Provider – with its contractual partner – hereinafter referred to as the Client.

As far as individual contractual regulations exist, which deviate from the regulations of these general trading conditions or contradict them, the individual contractual regulations have priority.

  1. Object of the contract

2.1 The Contracting Parties agree to cooperate for the automation of API interfaces by means of iPaaS platforms and various development services (API, web and low code)which are defined in the order prior toservices . An employment contract is not wanted by the parties and is not justified.

2.2 The service provider himself shall take care of the social security contributions or tax matters and shall infreethesion of the client from any obligations.

2.3 The service provider is free to work for other clients as well.

  1. Formation of the contract

3.1 The contractual relationship for the services comes from the issue of a serviceorder (order) by the client (offer) and its acceptance by the service provider WEMAKEFUTURE . The client is bound to the placing of the customer order (offer) for two weeks.

3.2 The subject of the contract or the exact task description is described in the written order.

3.3 Unless otherwise agreed, offers are subject to change and are valid for two weeks after the date of the offer. The customer is bound to a placed order for four weeks, if there is no acceptance from WEMAKEFUTURE, the order is invalid after four weeks. An order shall not be deemed accepted until it has been confirmed in writing, we have sent an order confirmation by e-mail or we have commenced delivery within this period.

3.4 The conclusion of the contract is subject to correct and timely delivery by our suppliers. This shall only apply in the event that we are not responsible for the non-delivery, in particular if a congruent hedging transaction has been concluded with our (software) supplier and service providers. We expressly do not assume any procurement risk if we have a procurement contract or service contract with our supplier for the service owed. The customer will be informed immediately about the unavailability of the service. The consideration will be refunded immediately.

3.5 Subsequent changes at the customer’s instigation will be charged to the customer.

3.6 Cost estimates and offers are non-binding. If we realize during the execution of the order that the estimated costs will increase by more than 20%, we will immediately stop the work and inform the customer thereof. At the same time, we will provide him with an estimate of the effort now likely to be required. The customer then has the right to decide whether the order should be cancelled (paid) or be continued. Is the contract cancelled bis dahin erbrachten Dienstleistungen up to that point. The customer will receive all services and results up to that point.

  1. Contract length and cancellation

4.1 The contract begins and ends on the individually agreed date.

4.2 The contract may be terminated with due notice. In this regard, a deadline of four weeks at the end of the month is agreed on. The work performed by WEMAKEFUTURE until termination is to be paid by the client.

4.3 Termination without notice for cause is possible. Good cause shall be deemed to exist, for example, if the client is late with a payment due and does not provide after expiry of a reasonable grace period, which means thatthe client is forfeited assets after the conclusion of the contract (insolvency, insolvency), unless an application for the opening of insolvency proceedings has already been filed.

  1. Scope of services, obligations of the contracting parties

5.1 The services to be provided by the service provider usually include the tasks listed in detail, in accordance with the order placed by the client.

5.2 The Service Provider shall periodically inform the Client about the results of its activities. The contracting parties may agree in the contract on a schedule for the provision of services and a scheduled end date for the termination of services.

5.3 If the service provider is actually unable to perform an order as contractually owed, it shall inform the client thereof without undue delay. If the provision is not possible, as third parties (API, software, changed framework conditions) do not technically allow this, no delivery obligation is made. Consequently,If quotation or invoice items are not technically feasible in the software provided by the customer or by WEMAKEFUTURE, no performance obligations shall be made. Expenses and project times of WEMAKEFUTURE are to be paid separately from the customer.

5.4 The parties shall endeavour to assist the contractual partner in the provision of the respective obligation to the best of their knowledge and belief by providing information, information or experience in order to ensure a smooth and efficient workflow for both parties.

5.5 Each of the contracting parties may request changes to the agreed scope of services from the other contracting party in writing. Upon receipt of a change request, the Recipient will determine whether and under what conditions the change is feasible and will promptly notify the requestor in writing of its approval or disapproval and, if so, the reasons therefor. If a change request of the Client requires an extensive review, the review effort for this may be charged by the Service Provider upon prior notice, if the Client nevertheless insists on the review of the change request.

If necessary, the contractual adjustments to the agreed conditions and services required for a review and/or an amendment shall be set out in writing in an amendment agreement and shall come into effect in accordance with these General Terms and Conditions.

5.6. Übertragung von Nutzungsrechten

5.6.1 In the absence of other agreements, the customer receives services provided in the context of automation services (in particular software development,process automation and development and programming APIs) a simple right of use for use on iPaaS or cloud environments. All drafts, clean drawings, source codes, as well as software created are subject to ar Service, the Copyright Act and remain as created property WEMAKEFUTURE.

5.6. 2 Further rights, in particular for the reproduction of the created software beyond the extent necessary for the contractual use shall be granted. There is also no right to change the software, unless the change is necessary to eliminate defects. This right of modification shall only take effect if attempts at subsequent performance on the part of WEMAKEFUTURE have either been rejected by WEMAKEFUTURE or have failed.

5.6.3 The transfer of granted rights of use to third parties requires the written consent of WEMAKEFUTURE. WEMAKEFUTURE is entitled to information about the scope of use.

5.6.4 The customer has no right to be provided with raw data or source codes.

5.6.5 The customer acquires the right to use the services of WEMAKEFUTURE within the agreed framework with the complete and unconditional payment of the agreed fee.

5.6. 6 All rights beyond the foregoing, be they copyrights, industrial protections or other rights, are exclusively ours.

5.6. 7 If the subject of our service is the delivery of third-party software, the customer is obliged to inform himself about the license terms of the manufacturer and to observe them as well as data protection agreements in the processing of data.

5.6.8. Process automation on iPaaS, unless other regulations apply on the part of the platform provider, WEMAKEFUTURE receives the intellectual property rights to the automated Processes of the service. The Client requires the consent of the Service Provider for adaptation, sale and disclosure to third parties. Ownership of the processes can be acquired by the client for a fee to be negotiated individually.

5.6.9 The Wemakefuture GmbH keeps it open to process source code, drawings and process chains (Integromat; Scenarios, Zapier; ZapsPower Automate; Flows, Wayscript “Processes” and all other process chains) of automation to third-party companies. 0

5.7. Acceptance

5.7.1 After completion and handover, the service will be accepted. The client willbe informed about the performance within a period of one month after the date on which WEMAKEFUTUREhas notified the conclusion of theservice by e-mail.

5.7.2 Acceptance of the service requires a functional test on the part of the client in advance of acceptance. During the functional test, the customer shall immediately notify WEMAKEFUTURE of any occurring deviations of the provided services from the performance requirements. If the customer does not record any adverse deviations of the services recognized by him in the course of the acceptance test or unrecognized as a result of gross negligence, the services shall be deemed to be in accordance with the contract and in accordance with the contract. WEMAKEFUTURE does not take care of any third-party errors. In the event that the client culpably fails to fulfill its obligation to participate in the test or fails to do so in full, the same shall apply with regard to the deviations that are recognizable during a dutiful participation. The Contractor shall draw the attention of the Client to this significance of its conduct with the notification. Insofar as the Contractor fraudulently conceals deviations in quality, it may not invoke the provisions of this paragraph.

5.7.3 If the functional test is carried out successfully, the acceptance must be declared immediately. A functional test is successful if either all acceptance criteria are meta handover was agreed with the client and contractor and here the service functioned in a documented manner, which were agreed between the client to carry out the acceptance, Durchführung der Abnahme vereinbart wurden, oder die vertraglich vereinbarten Anforderungen erfüllt oder nur unwesentliche Mängel vorliegen.

5.7.4 If the customer does not declare the acceptance, although there is acceptance capability, then WEMAKEFUTURE can set a reasonable deadline for the submission of the acceptance declaration. Upon expiry of the deadline, the service shall be deemed to have been accepted. WEMAKEFUTURE will point out this legal consequence to the customer when setting a deadline. The same applies if the customer refuses to cooperate in the functional test and the functional test becomes impossible as a result.

5.7.5 Likewise, the service shall be deemed to have been accepted if the customer uses the performance of WEMAKEFUTURE productively for at least 14 days without explaining why he refuses acceptance and the customer has been informed of this legal consequence in advance.

5.8. Other business

5.8.1 The parties agree that a ticket system will be used as a matterof priority, both in the context of the service and in the context of error message/collection. For this purpose, processes with external interfaces may be monitored and deactivated/activated.

5.8.3 We may carry out work that has not been agreed in advance if the customer cannot be reached at short notice and the work is necessary to achieve the purpose for which the order was placed and the total costs are thereby reduced for orders up to 500,00 € not more than 20% and for orders up to 500,00 € not more than 15% increase.

5.8.4 If external services are used for the service (e.b. GoogleMaps, Webhosting etc.) the rights of use of the external service providers apply without restriction, these are to be accepted by the client beforehand. WEMAKEFUTURE tritt hier nur als Erfüllungsgehilfe in Erscheinung.

5.8.5 WEMAKEFUTURE is entitled to entrust subcontractors with the performance of the main services of the order.

5.8.6 If a third party does not have or provide the required functionality, endpoints or services, WEMAKEFUTURE is not obliged to implement the functions and no delivery obligation arises.

  1. Payment terms and conditions

6.1 The prices agreed upon at the time of conclusion of the contract shall apply. These result from the order or order confirmation and, unless specified in the confirmation, are set out in our respective current price list for services.

6.2 WEMAKEFUTURE is entitled to invoice partial services. Furthermore, an advance payment of 50% of the order amount is due when the order is placed. Only after payment of the advance will WEMAKEFUTUREcommence with the service Upon completion, further 50 % the order amount is due and calculated, unless a different invoicing has been agreed in the contract or the order volume changed in the course of the service.

6.2.1 Estimated prices for temporary servicesespecially in cost estimates are non-binding. The quantity approaches on which an estimate is based are based on an assessment of the scope of services carried out to the best of our knowledge.

6.3 VAT shall be charged at the VAT rate applicable at the time of performance. Irrespective of the subject matter of the contract, claims by WEMAKEFUTURE, by transfer to the business account Or Stripe WEMAKEFUTURE, indicating the respective order or invoice number. Other payment methods, in particular cash, Bills of exchange, goods in kind, credit balances or assignment of claims to third parties will not be accepted.

6.4 Invoices are payable upon receipt without deduction. If the invoice amount is not paid within 30 days after the invoice date, the service provider is entitled to claim interest on late payment. Interest on arrears shall be charged at the statutory rate. The right to claim further damages remains unaffected.

6.5 Discounts are not granted and will be subsequently charged in any case.

6.6 The respective hourly rates are understood to be at the place of business in Gießen. Travel expenses are to be reimbursed by the Client if employees of WEMAKEFUTURE perform business trips that are requested or approved by the Client in each case. Travel expenses include in particular travel costs, we charge 50 euro cents per kilometer, accommodation costs, parking costs and per diems for meals.

  1. Liability

7.1 The service provider shall be liable in cases of intent or gross negligence in accordance with the statutory provisions. The liability for warranties is strict. The Service Provider shall be liable for slight negligence exclusively in accordance with the provisions of the Product Liability Act, for injury to life, limb or health or for breach of material contractual obligations. However, the claim for damages for the slightly negligent breach of material contractual obligations shall be limited to the foreseeable damage typical for the contract, unless there is liability for injury to life, limb or health. The service provider shall be liable to the same extent for the fault of vicarious agents and representatives.

7.2 The provision of the preceding paragraph (7.1) extends to damages in addition to performance, damages in lieu of performance and claims for compensation for futile expenses, irrespective of the legal grounds, including liability for defects, delay or impossibility.

7.3 The Service Provider shall not be liable for delay, non-provision, lack of functions of third parties or non-delivery of the service due to delay,failure, force majeure or non-delivery of the services of third-party service providers,in particular the software providers and applications that are absolutely necessary for the provision oftheservice.

  1. 8.Naming of the client and the service

8.1. The client agrees to be named as a client of WEMAKEFUTURE after the order has been placed. Furthermore, the client allows WEMAKEFUTURE to name the client as a reference customer after successful Servicesconclusion. WEMAKEFUTURE is also entitled to use the Client’s logo on the WEMAKEFUTURE website and in marketing materials. The client also agrees to cooperate in the preparation of a case study and, after consultation, to act as a reference contact in individual cases.

All marketing documents concerning the client or the service shall be submitted to the client for approval. The customer can revoke his consent to the referencing at any time. ([email protected])

  1. 9. General

9.1 Should one or more of the above conditions be invalid or contain a loophole, the remaining conditions shall remain unaffected.

9.2 Any agreements deviating from or additional to the above provisions shall only be effective in the form of a written supplementary agreement to the contract concluded by the parties, in which reference is made to the amended terms and conditions. Any waiver of this written form must also be in written form.

9.3 The sole place of jurisdiction for all disputes arising from the contractual relationship as well as its effectiveness is our registered office in Gießen at our discretion if the customer is a full merchant, legal entity under public law or a special fund under public law or has its registered office abroad.

9.4 The business relationship between the parties shall be governed exclusively by German law.

If the client does not have a general place of jurisdiction in Germany or in another EU Member State, the place of jurisdiction for all disputes arising from this contract is our registered office (35398 Gießen).

Gießen 01.01.2021 Wemakefuture GmbH