Wemakefuture
AG
Gottfried-Arnold-Str. 3
35398 Giessen
StNr 20 248 13147
– hereinafter referred to as 0hands by Wemakefuture AG –
The GTC apply to entrepreneurs within the meaning of § 13 BGB - we cannot provide services to private individuals.
The following general terms and conditions apply to all legal transactions between the service company 0hands by Wemakefuture AG - hereinafter referred to as the service provider - and its contractual partner - hereinafter referred to as the client.
Insofar as individual contractual provisions exist which deviate from or contradict the provisions of these General Terms and Conditions, the individual contractual provisions shall take precedence.
2.1 The contracting parties agree to collaborate on the automation of API interfaces using PaaS platforms and various development services (API, web and low-code), which will be defined in the order before the start of the service. An employment contract is not intended by the parties and is not established.
2.2 The service provider shall be responsible for social security contributions or tax matters and shall indemnify the client against any obligations.
2.3 The service provider is free to work for other clients as well.
3.1 The contractual relationship for the services is established by the placement of a service customer order (order) by the client (offer) and its acceptance by the service provider 0hands by Wemakefuture AG. The client is bound to the placement of the customer order (offer) for two weeks.
3.2 The subject matter of the contract or the exact task description is described in the written order.
3.3 Unless expressly agreed otherwise, offers are subject to change and are valid for two weeks from the date of the offer. The customer is bound to an order placed for four weeks; if 0hands by Wemakefuture AG does not accept the order, it shall lapse after four weeks. An order shall not be deemed to have been 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 covering transaction is concluded with our (software) suppliers and service providers. We expressly assume no procurement risk if we have concluded a procurement contract or service contract for the service owed with our supplier. The customer shall be informed immediately if the service is not available. The consideration will be refunded immediately.
3.5 Subsequent changes at the request of the customer will be charged to the customer.
3.6 Cost estimates and offers are non-binding. If we recognize during the execution of the order that the estimated costs have increased by more than 20%, we will immediately stop the work and inform the customer accordingly. At the same time, we shall provide the customer with an estimate of the costs now expected to be necessary. The customer then has the right to decide whether to cancel or continue the order subject to payment. If the order is canceled, the services and deliveries provided up to that point will be paid for. The customer shall receive all work results produced up to that point.
4.1 The contract begins and ends on the individually agreed date.
4.2 The contract can be terminated with notice. In this respect, a notice period of four weeks to the end of the month is agreed, unless other individual contractual notice periods have been agreed. The work performed by 0hands by Wemakefuture AG up to the date of termination shall be paid by the client.
4.3 Termination without notice for good cause is possible. Good cause shall be deemed to exist, for example, if the client is in arrears with a due payment and fails to pay after the expiry of a reasonable grace period, or if the client suffers financial collapse (insolvency, bankruptcy) after conclusion of the contract, unless an application for the opening of insolvency proceedings has already been filed.
5.1 The services to be provided by the Service Provider generally comprise the tasks listed in detail in accordance with the order placed by the Client.
5.2 The Service Provider shall inform the Client of the results of its activities at periodic intervals. The contracting parties may agree a schedule for the provision of services and a planned end date for the completion of services in the contract.
5.3 If the service provider is actually unable to perform an order as contractually owed, it must inform the client immediately. If performance is not possible because third parties (API, software, changed framework conditions) do not technically permit this, there shall be no obligation to deliver. Consequently, if quotation or invoice items cannot be technically implemented in the software provided by the client or by 0hands by Wemakefuture AG, there shall be no obligation to perform. 0hands by Wemakefuture AG expenses and project times are to be settled separately from the customer.
5.4 The parties shall endeavor to the best of their knowledge and belief to support the contractual partner in the performance of the respective obligation 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 shall check whether and under what conditions the change is feasible and shall immediately notify the applicant in writing of the approval or rejection and, if necessary, provide reasons. If a change request from the client requires an extensive review, the review costs for this can be charged by the service provider with prior notice if the client nevertheless insists on the review of the change request.
5.6.Transfer of usage rights
5.6.1 Absence
In the absence of any other agreements, the customer shall receive a simple right of use for use on iPaaS or cloud environments for services provided as part of automation services (in particular software development, process automation and development and programming of APIs). All designs, final artwork, source codes and software created are subject to copyright law, even as part of a service, and remain the created property of 0HANDS.
5.6.2
Further rights, in particular to reproduce the created software beyond the extent necessary for contractual use, are granted. There is also no right to modify the software, unless the modification is necessary to eliminate defects. This right of modification shall only apply if prior attempts at subsequent performance by 0HANDS have either been rejected by 0hands by Wemakefuture AG or have failed.
5.6.3 The transfer of granted rights of use to third parties requires the written consent of 0HANDS. 0HANDS is entitled to information about the scope of use.
5.6.4 The customer is not entitled to the transfer of raw data or source codes.
5.6.5 The customer acquires the right to use 0hands by Wemakefuture AG services within the agreed scope upon full and unconditional payment of the agreed fee.
5.6.6 We are exclusively entitled to all rights over and above the above granting of rights, be they copyrights, industrial property rights or other rights.
5.6.7 If the subject matter of our service is the delivery of third-party software, the client is obliged to inform himself about the manufacturer's license terms and to comply with them as well as data protection agreements applicable to the processing of data.
5.6.8 Process automation on iPaaS, unless other regulations apply on the part of the platform provider, 0hands by Wemakefuture AG shall retain the intellectual property rights to the automated processes of the service. The client requires the consent of the service provider for customization, sale and disclosure to third parties. Ownership of the processes may be acquired by the Client for a fee to be negotiated individually.
5.6.9 0hands by Wemakefuture AG reserves the right to sell process source code, drawings and process chains (Make; Scenarios and Apps, Zapier; Zaps and Apps, PowerAutomate; Flows and Apps, Workato, Pipedrive or any other source code or process automation and all other process chains) of the automation to third parties.
5.7.
Miscellaneous
5.7.1 The parties agree that a ticket system shall be used as a matter of priority both in the context of the service and in the context of error reporting/collection. For this purpose, processes with external interfaces may be monitored and deactivated/activated.
5.7.2 We may carry out work that has not been agreed in advance if the customer cannot be reached in the short term and the work is necessary to achieve the commissioned purpose 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 .7.3 If external services are used for the service (e.g. GoogleMaps, web hosting, etc.), the rights of use of the external service providers are unrestricted and must be accepted in advance by the client. 0hands by Wemakefuture AG acts here only as a vicarious agent.
5.7.4 0hands by Wemakefuture AG is entitled to engage subcontractors to perform the main services of the contract.
5.7.5 If a third party software, API or party does not have or provide the required functionality, endpoints or services, 0hands by Wemakefuture AG is not obliged to implement the functions and no obligation to deliver arises.
5.8.5 The parties agree not to directly or indirectly entice away employees of the other party during and up to two years after termination of this contract. For each case of infringement, the infringing party shall pay the other party a contractual penalty in the amount of two gross annual salaries (including bonuses, management bonuses) of the employee concerned who is enticed away by the party concerned in breach of the obligation pursuant to sentence 1, whereby the gross annual salary of the employee concerned which he received in the year prior to the forfeiture of the contractual penalty shall be decisive for the calculation of the contractual penalty.
6.1The prices agreed upon conclusion of the contract shall apply. These are set out in the order confirmation and, if not specified in the confirmation, in our current price list for services. 0hands by Wemakefuture AG may inform the customer of price changes in writing; the price changes shall be deemed accepted if no objection is raised within 7 working days of the changes being sent.
6.2 0hands by Wemakefuture AG is entitled to invoice partial services. Furthermore, an advance of 50% of the order amount may be charged when the order is placed. 0hands by Wemakefuture AG will not commence with the service until the advance has been paid. After completion, a further 50% of the order sum shall be due and invoiced, unless a different invoicing method is agreed in the contract or the order volume has changed during the course of the service.
6.2.1 Estimated prices quoted for services on a time basis, in particular in cost estimates, are non-binding. The quantities 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 will be charged at the rate applicable at the time of performance. Irrespective of the subject matter of the contract, claims of 0hands by Wemakefuture AG can be settled by bank transfer to the business account or Stripe of 0HANDS, stating the respective order or invoice number. Other forms of payment, in particular cash, bills of exchange, goods in kind, credit balances or assignment of claims to third parties are not accepted.
6.4 Invoices are payable on receipt without deduction within 7 days. If the invoice amount is not received within 30 days of the invoice date, the service provider shall be entitled to charge interest on arrears. 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 charged subsequently in any case.
6.6 The respective hourly rates are to be understood at the place of business in Giessen. Travel expenses are to be reimbursed by the client if employees of 0hands by Wemakefuture AG undertake business trips that are requested or approved by the client. Travel expenses include, in particular, travel costs (we charge 50 euro cents per kilometer), accommodation costs, parking costs and meal allowances.
7.1The service provider shall be liable in cases of intent or gross negligence in accordance with the statutory provisions. The agency's liability for damages resulting from one or more breaches of duty shall be limited to an amount of €10,000.00. Any liability for indirect and/or consequential damages, in particular for loss of profit or loss of production, is expressly excluded. The Agency shall be liable without limitation in the event of intent, gross negligence and culpable injury to life, limb or health.
7.2 The provision of the above paragraph (7.1) shall extend 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, missing functions of third parties 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.
7.4 The Fair Development Policy applies to the services provided by 0hands by Wemakefuture AG.
8.1. The client agrees to be named as a client of 0hands by Wemakefuture AG once the order has been placed. Furthermore, the client authorizes 0hands by Wemakefuture AG to name the client as a reference customer after successful completion of the service. 0hands by Wemakefuture AG is also entitled to use the client's logo on the 0hands by Wemakefuture AG website and in marketing materials. The client also agrees to participate in the creation of a case study and to act as a reference contact after consultation on a case-by-case basis. The client may revoke its consent to the referencing at any time. (contact@wemakefuture.com)
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 Agreements deviating from or in addition 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. The waiver of this written form requirement must also be in writing.
9.3 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, the sole place of jurisdiction for all disputes arising from the contractual relationship and its validity shall be, 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 client has no 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).
