General Terms and Conditions

General Terms and Conditions of Wemakefuture GmbH,   hereinafter referred to as WEMAKEFUTURE 

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

The general terms and conditions apply to  entrepreneurs as defined by § 13 BGB – we cannot 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 service provider – with its contractual partner – hereinafter referred to as 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.  

 

2. Object of the contract

2.1 The Parties agree to cooperate on the automation of API interfaces using iPaaS platforms and various development services (API, web and low-code), which will be defined in the Order prior to the commencement of services. A contract of employment is not desired by the parties and is not established.

2.2 The Service Provider shall be responsible for social security contributions or tax issues and shall release the Client from any obligations.

2.3 The Service Provider is free to act for other Clients.

 

 

3. Conclusion of the contract
3.1 The contractual relationship for the services is established by the placing of a service customer order (order) by the client (offer) and its acceptance by the service provider WEMAKEFUTURE. The client is bound to the placement 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 expressly agreed, offers are subject to change and valid for two weeks after the date of the offer. The customer is bound to a placed order for four weeks. If no acceptance is received from WEMAKEFUTURE, the order will be invalid after four weeks. An order is considered accepted only after it has been confirmed in writing, we have sent an order confirmation by e-mail or we have begun delivery within this period.

3.4 The conclusion of the contract shall be subject to correct and timely delivery by our suppliers. This shall only apply in the event that we are not responsible for non-delivery, in particular if a congruent hedging transaction is concluded with our (software) supplier and service provider. We expressly do not assume any procurement risk if we have concluded a purchase contract or service contract for the performance owed with our supplier. The customer will be informed immediately about the non-availability 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 not binding. If we recognize 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 accordingly. At the same time, we will provide the customer with an estimate of the now anticipated necessary expenditure. The customer then has the right to decide whether the order is to be cancelled or continued with payment. If the order is cancelled, the services and deliveries provided until then will be paid for. The customer will receive all work results produced up to that point.

 

4. Duration of contract and termination

4.1 The contract begins and ends at the individually agreed time.

4.2 The contract can be terminated in accordance with the regulations. In this respect, a period of four weeks to the end of the month is agreed. The work performed by WEMAKEFUTURE up to the termination is to be paid for by the client.

4.3 Termination without notice for important reasons is possible. An important reason is for example, if the client is in arrears with a due payment and does not perform after a reasonable grace period, the client falls into financial collapse (inability to pay, insolvency) after conclusion of the contract, unless an application for the opening of insolvency proceedings has already been made.

 

5. 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 of the results of its activities. The parties may agree in the contract a timetable for the provision of services and a planned end date for the completion of services.

5.3 If the Contractor is actually unable to perform the contractually owed services, the Contractor shall inform the Principal without delay.

5.4 The Parties shall endeavour to the best of their knowledge and belief to assist the Contractor in the performance of the respective obligation by providing information, advice or experience to ensure a smooth and efficient workflow for both Parties.

5.5 Each of the contracting parties may apply to the other contracting party in writing for changes to the agreed scope of performance. Upon receipt of a change request, the recipient shall examine whether and under which conditions the change is feasible and shall immediately notify the applicant in writing of its approval or rejection and, if necessary, give reasons for it. If a change request of the client requires a comprehensive review, the review effort for this can be charged by the service provider with prior notice, if the client still 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 will be set out in writing in an amendment agreement and will be concluded in accordance with these General Terms and Conditions.

5.6 Transfer of rights of use

5.6.1 In the absence of other agreements, the Customer shall receive a simple right of use for use on iPaaS or cloud environments for services provided within the scope of automation services (in particular software development, process automation and development, and programming of APIs). All drafts, final artwork, source codes, as well as created software are subject to the copyright law, also as partial services of a service, and remain as created property of WEMAKEFUTURE.

5.6.2 Further rights are granted, in particular for the reproduction of the created software beyond what is necessary for use in accordance with the contract. There shall also be no right to modify the software, unless the modification is necessary to eliminate defects. This right of modification shall only apply if attempts at subsequent performance on the part of WEMAKEFUTURE have either been rejected or failed.

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

5.6.4 The client has no right to the provision of raw data or source codes.

5.6.5 The right to use the services of WEMAKEFUTURE within the agreed upon framework is acquired by the client upon complete and unconditional payment of the agreed upon fee.

5.6.6 All rights beyond the above mentioned granting of rights, be it copyrights, industrial property rights or other rights, are exclusively entitled to us.

5.6.7 If the subject of our performance is the delivery of third-party software, the customer is obliged to inform himself about the manufacturer’s license terms and to observe them as well as to apply data protection agreements when processing data.

5.6.8 Process automation on iPaaS, if no other regulations apply on the part of the platform provider, WEMAKEFUTURE shall obtain 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. The ownership of the processes can be acquired by the client for a fee to be negotiated individually.

5.6.9 Wemakefuture GmbH reserves the right to sell process source code, drawings and process chains (Integromat; Scenarios, Zapier; Zaps, Power Automate; Flows, Wayscript “Processes” and all other process chains) of the automation to third parties.

5.7. acceptance

5.7.1 After completion and delivery of the service, the service is accepted. The customer will accept the service within a period of one month after the date on which WEMAKEFUTURE has notified the customer by e-mail that the service has been completed.

5.7.2 Acceptance of the service requires a functional test by the client. During the functional test, the client will inform WEMAKEFUTURE immediately of any deviations of the services rendered from the performance requirements. If the client fails to report any detrimental deviations in the services which he has identified during the acceptance test or which he has not identified as a result of gross negligence, the services shall be deemed to have been performed in accordance with the order and contract with regard to these unreported deviations. WEMAKEFUTURE shall not be liable for third party defects. In the event that the client culpably fails to meet his obligation to participate in the test, or does not meet it in full, the same shall apply accordingly with regard to the deviations that would have been apparent if the client had participated in the test in accordance with his obligations. The Contractor shall inform the Client of the significance of his conduct with the notification. If the contractor fraudulently conceals deviations in quality, he cannot refer to the provisions of this paragraph.

5.7.3 If the functional test is successfully performed, acceptance shall be declared immediately. A functional test is successful if either all acceptance criteria are met, a handover has been agreed with the client and contractor and the service worked as documented here, which were agreed between the client and contractor to carry out the acceptance, or the contractually agreed requirements are met or only insignificant defects are present.

5.7.4 If the client does not declare acceptance although there is an acceptance capability, WEMAKEFUTURE may 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 inform the customer of this legal consequence when setting the deadline. The same applies if the customer refuses to cooperate in the functional test and the functional test becomes impossible thereby.

5.7.5 The service is also considered accepted if the customer uses WEMAKEFUTURE’s service 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 Miscellaneous

5.8.1 The parties agree that a ticket system will be used as a matter of priority both within the scope of the Service and within the scope of error reporting/recording. For this purpose, processes with external interfaces may be monitored and deactivated/activated.

5.8.3 We may carry out work not previously agreed upon if the customer cannot be reached at short notice and the work is necessary to achieve the purpose ordered and the total costs do not increase by more than 20% for orders up to € 500.00 and by more than 15% for orders over € 500.00.

5.8.4 If external services are used for the service (e.g. GoogleMaps, web hosting etc.) the rights of use of the external service providers apply without restriction, these must be accepted by the client beforehand. WEMAKEFUTURE only acts as a vicarious agent.

5.8.5 WEMAKEFUTURE is entitled to commission subcontractors to carry out the main services of the order.

 

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

6.2 WEMAKEFUTURE is entitled to invoice for partial services. In addition, an advance payment of 50% of the order amount shall be due when the order is placed. WEMAKEFUTURE will not begin with the service until the advance payment has been made. After completion, a further 50% of the order sum shall be due and invoiced, unless a different invoice is agreed in the contract or the order volume has changed during the course of the service.

6.2.1 Quoted estimated prices for services on a time basis, especially in cost estimates, are not binding. The quantity estimates on which an estimate is based are based on an evaluation of the scope of services performed to the best of our knowledge.

6.3 VAT shall be invoiced at the VAT rate applicable at the time of performance. Irrespective of the subject matter of the contract, claims of WEMAKEFUTURE may be satisfied by transfer to the business account or Stripe of WEMAKEFUTURE, stating the respective order or invoice number. Further payment methods, in particular cash, change, material goods, credit balances or transfer of demands to third parties are not accepted.

6.4 Invoices are payable on receipt without deduction. If the invoice amount is not received within 30 days of the invoice date, the Service Provider is entitled to charge interest on arrears. Interest on arrears is charged at the statutory rate. The right to claim further damages remains unaffected.

6.5 Discounts are not granted and will be 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 WEMAKEFUTURE employees undertake business trips which are requested or approved by the client. Travel expenses include in particular travel costs, we charge 50 Euro Cent per kilometer, accommodation costs, parking costs and food allowances.

 

7. Liability
7.1 The Service Provider is liable in cases of intent or gross negligence in accordance with the statutory provisions. Liability for guarantees is independent of fault. In cases of slight negligence, the Service Provider is only liable in accordance with the provisions of the Product Liability Act, for injury to life, body or health or for breach of material contractual obligations. However, the claim for damages for the slightly negligent violation of essential contractual obligations is limited to the foreseeable damage typical for the contract, unless liability is assumed for injury to life, body or health. The service provider is liable to the same extent for the fault of vicarious agents and representatives.

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

7.3 The Service Provider is not liable for delay or non-delivery of the Service due to delay, failure, force majeure or non-delivery of the Service by third party service providers, in particular the software providers and applications that are absolutely necessary for the provision of the Service.

 

8.naming of the client and the service
8.1 The client agrees to be named as a customer of WEMAKEFUTURE after the order has been placed. Furthermore, the client allows WEMAKEFUTURE to name the client as a reference customer after successful completion of the service. WEMAKEFUTURE is also authorized to use the logo of the client 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 person for individual cases.

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

 

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

9.2 Any agreements deviating from or additional to the above provisions shall only be valid 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 requirement must also be made in writing.

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

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

If the customer does not have a general place of jurisdiction in Germany or in another EU member state, the exclusive place of jurisdiction for all disputes arising from this contract shall be our registered office (35398 Giessen).

 

Giessen 01.08.2020 Wemakefuture Ltd.