Wemakefuture ist eine Marke der
relyon AG
Eisenbahnstraße 50
72072 Tübingen
GermanyGottfried-Arnold-Strasse 335398 Giessen
— hereinafter WEMAKEFUTURE —
The terms and conditions 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 of the service company WEMAKEFUTURE —
Hereinafter referred to as the service provider — with its contractual partner — hereafter
Client — named.
Insofar as there are individual contractual regulations which
deviate from or contradict the provisions of these terms and conditions, go
provides for individual contractual regulations.
2.1 The Contracting Parties agree on
Collaboration for automation of API interfaces using
iPaaS platforms and various development services (API, web and
low-code), which are defined in the order before the start of the service. A
An employment contract is not wanted by the parties and is not established.
2.2 For social security contributions
or tax issues are taken care of by the service provider himself and provides
Frees the client from any obligations.
2.3 The service provider is free to also
to work for other clients.
3.1 The contractual relationship for the services
comes through the placement of a service customer order (order) by
Client (offer) and its acceptance by the service provider WEMAKEFUTURE
attained. The client is responsible for issuing the customer order (offer)
tied for two weeks.
3.2 The subject matter of the contract or the
The exact task description is described in the written order.
3.3 Offers are if nothing else
is expressly agreed, subject to change and two weeks after the offer date
valid. The customer is bound to a placed order for four weeks, should
If there is no acceptance from WEMAKEFUTURE, the order is after four weeks
void. An order is only considered accepted if it is in writing
confirmed, we have sent an order confirmation by email or we
have started delivery within this period.
3.4 The contract is concluded under
Subject to correct and timely self-delivery by our
suppliers. This only applies in the event that the non-delivery is not from us
is to be represented, in particular when concluding a congruent
Coverage transaction with our (software) suppliers and service providers. Wir
We expressly do not assume any procurement risk if we sign a purchase contract
or service contract for the service owed with our
have closed suppliers. The customer is aware of the unavailability of
Performance notified immediately. The consideration will be immediately
refunded.
3.5 Subsequent changes to
The customer's reasons are charged to the customer.
3.6 Cost estimates and offers are
non-binding. During the execution of the order, do we recognize that the
We will increase estimated costs by more than 20%, we will do the work
Discontinue immediately and inform the customer accordingly. At the same time,
We give him an estimate of the expected expenditure required
provide. The customer then has the right to decide whether the order
is canceled or continued subject to payment. Will the order
canceled, the services and deliveries provided up to that point will be
paid. The customer receives all work results created up to that point.
4.1 The contract starts and ends on an individual basis
agreed date.
4.2 The
Contract can be terminated properly. In this regard, a deadline of
agreed four weeks to the end of the month, should no other individual
contractual deadlines must be agreed. Work done up to dismissal
WEMAKEFUTURE must be paid by the client.
4.3 One
Termination without notice for important reasons is possible. There is an important reason
For example, before if the client is in arrears with a payment due
is and does not provide after expiry of a reasonable period of grace, who
Client falls into financial lapse after conclusion of the contract
(insolvency, insolvency), unless an application has already been filed for
Filed the opening of insolvency proceedings.
5.1 The services to be provided by the service provider
As a rule, the tasks listed in detail include, in accordance with the
Client placed an order.
5.2 The
Service provider will tell the client about the result at periodic intervals
inform them of their activities. In the contract, the contracting parties can
a schedule for service delivery and a planned end date for
arrange for the termination of services.
5.3 Is the
Service provider the contractually owed performance of an order
not possible, he must immediately inform the client
Set. If delivery is not possible because third parties (API, software,
changed framework conditions) do not technically allow this, there is no
Delivery obligation. Therefore, offer or invoice items should
Not technically in the software provided by the customer or by WEMAKEFUTURE
be implementable, there are no performance obligations. expenses and
WEMAKEFUTURE project times must be paid separately from the customer.
5.4 The Parties shall, to the best of their knowledge and belief, contact the contractual partner with
the performance of the respective obligation by providing information,
to support information or experience in order to ensure a smooth and
to ensure an efficient workflow for both parties.
5.5 Everyone who contractual partner may contact the other contractual partner in writing
Request changes to the agreed scope of benefits. After receiving a
The recipient of the amendment will check whether and under what conditions the
Amendment is feasible and the applicant approves or rejects
Report immediately in writing and, if necessary, explain the reasons. Requires a
Amendment from the client a comprehensive review, can the
Verification costs for this by the service provider upon prior notice
are calculated, provided that the client is nonetheless based on the review of
There is an amendment.
If necessary, the contractual requirements for a review and/or a change
Adjustments to the agreed conditions and benefits in a
Amendment agreement set out in writing and come in accordance with this
general terms and conditions are concluded.
5.6.
Transfer of usage rights
5.6.1 Mangels
The customer receives other agreements as part of
services provided by automation services (in particular software development,
process automation and development as well as programming of APIs)
simple right of use for use on iPaaS or cloud environments. Alle
drafts, final artwork, source codes and created software are subject to
also as part of a service, copyright law and remain
WEMAKEFUTURE created as a property.
5.6.2
Further rights, in particular to reproduce the created
Software beyond what is necessary for use in accordance with the contract, will
conceded. There is also no right to change the software, unless
the change is necessary to correct deficiencies. This amendment right
Only intervenes if subsequent attempts by WEMAKEFUTURE have been made
were either rejected by her or failed.
5.6.3
Transfer of granted rights of use to third parties requires written
Consent by WEMAKEFUTURE. The scope of use is described by
WEMAKEFUTURE has a right to information.
5.6.4
The customer is not entitled to the provision of raw data or source codes.
5.6.5
The right to use WEMAKEFUTURE's services within the agreed framework,
does the customer purchase with full and unconditional payment of
agreed fee.
5.6.6 All Rights that go beyond the above granting of rights, whether
Copyrights, industrial property rights or other rights are exclusive
to us.
5.6.7
The subject of our service is the delivery of third-party software, is the customer
Obliged to find out about the manufacturer's licensing terms
and to pay attention to them, and
Data protection agreements apply when processing data.
5.6.8.
Process automation on iPaaS, should not be done by the platform provider
other regulations apply, WEMAKEFUTURE receives the intellectual property to
automated processes of
service. The client requires the consent of the service provider for
Customization, sale, and disclosure to third parties. The ownership of
Processes can be carried out by the client for an individually negotiated fee
be acquired.
5.6.9
Wemakefuture AG keeps it open, process source code, drawings and
Process chains (Integromat; Scenarios and Apps, Zapier; Zaps and Apps, Power
Automate; flows and apps, Workato, Pipedream, or any other source code, or
process automation and all other process chains) of automation
to sell third-party companies.
5.7.
miscellaneous
5.7.1 Die
Parties agree that both as part of the service and in
Proceed primarily according to a ticket system as part of the error message/collection
will. For this purpose, processes with external interfaces may be monitored and
be deactivated/activated.
5.7.2 Not
We may carry out previously agreed work if the customer does not
is available at short notice and the work is necessary to
To achieve the purpose and the total costs resulting from this for orders up to
500,00€ by not more than 20% and for orders over 500,00€ not more than
Increase 15%.
5.7.3 Insofar
external services are used for the service (e.g. Google Maps,
web hosting, etc.), the rights of use of external service providers apply
without reservation, these must be accepted by the client beforehand. WEMAKEFUTURE
Only appears here as a vicarious agent.
5.7.4
WEMAKEFUTURE is entitled to subcontractors with the fulfilment of its
to commission the main services incumbent on the contract.
5.7.5 Should
a third party software, API or party does not have the required range of functions,
WEMAKEFUTURE does not have or provide endpoints or services
obliges to implement the functions and there is no
Delivery obligation.
5.8.5 The contracting parties agree not to directly or indirectly poach any employees of the other party during and up to two years after the termination of this contract. In each case of infringement, the breaching party pays the other party a contractual penalty of two gross annual salaries (including bonuses, royalties) of the employee concerned who is evicted by the relevant party in breach of the obligation set out in sentence 1, the gross annual salary of the employee in question, which he received in the year before the contract penalty was forfeited.
6.1 The terms agreed upon conclusion of the contract apply
prices. These result from the order or order confirmation and are
unless specified in the confirmation, in our current
Price list for services recorded. About price changes may
inform WEMAKEFUTURE in writing that the price changes are considered accepted,
There should be no objection within 7 working days after the changes have been sent.
6.2 Die
WEMAKEFUTURE is entitled to charge for partial services. Furthermore
May an advance of 50% of the order amount be estimated when the order is placed
become. Only after payment of the advance payment will WEMAKEFUTURE receive the
Start service. After completion, a further 50% of the order amount will be
due and invoiced, unless there is a different invoicing in the contract
has been agreed or the order volume has changed over the course of the service
changed.
6.2.1
Estimated prices for services on a time basis, in particular in cost estimates
are non-binding. The quantitative estimates underlying an estimate are based on
based on a performance assessment carried out to the best of our knowledge.
6.3 Die
Sales tax is calculated at the sales tax rate in force at the time of performance in
Invoiced. Irrespective of the subject matter of the contract, claims from
WEMAKEFUTURE, by transfer to the business account or Stripe of
WEMAKEFUTURE fulfilled by providing the respective order or invoice number
become. Other payment methods, in particular cash, bills of exchange, tangible goods,
Credits or assignment of claims to third parties will not be accepted.
6.4 invoices
are payable without deduction within 7 days upon receipt. Is the invoice amount
not received within 30 days of the invoice date, is the
Service provider is entitled to claim interest on arrears. Interest on arrears falls
at the statutory rate. The right to claim further damages remains
unaffected.
6.5 cash discount
is not granted and will be charged in any case.
6.6 Die
The current hourly rates are at the head office in Gießen. travel expenses
are to be reimbursed by the client when employees of WEMAKEFUTURE travel on business,
carry out each of which is required or approved by the client. To the
Travel expenses include in particular travel expenses, we charge 50 per kilometer
Euro cent, accommodation costs, parking costs and food allowances.
7.1 The service provider is liable in cases of intent
or gross negligence in accordance with legal provisions. The liability
the agency for damage resulting from one or more breaches of duty
The result is limited to an amount of 10,000.00€. Any liability for indirect and/or
Consequential damage, in particular due to loss of profit or loss of production
is expressly excluded. The agency is fully liable in the event of intent
gross negligence and in the event of culpable injury to life, body or
health
7.2 The provision of the previous paragraph
(7.1) includes compensation in addition to performance, compensation
instead of payment and compensation due to futile expenses,
irrespective of the legal basis, including liability for defects,
delay or impossibility.
7.3 The service provider is not liable for
delay, failure to provide, missing functions from third parties, or
Failure to deliver the service due to delay, failure, force majeure or
Failure to deliver services from third-party service providers, in particular
Software providers and applications required to provide the service
are absolutely necessary.
7.4 For the service of
The Fair Development Policy applies to WEMAKEFUTURE.
8.1. By naming himself, the client declares himself as
Customer agrees to WEMAKEFUTURE after the order has been placed. Furthermore
Does the client allow WEMAKEFUTURE to name the client as
Reference customer after successful completion of the service. WEMAKEFUTURE is
also entitled to use the client's logo on the WEMAKEFUTURE website
and to be used in marketing materials. The client also declares himself
ready to participate in the preparation of a case study and after consultation
to act as a reference point of contact on a case-by-case basis. The customer can
withdraw his consent to the referencing at any time. (contact@wemakefuture.com)
9.1 Should one or more of the foregoing
If conditions are ineffective or contain a gap, the remaining
Conditions are unaffected by this.
9.2 Of the above
Divergent or additional agreements are only effective in
Form of a written additional agreement to the agreement signed by the parties
concluded contract, in which reference is made to the amended conditions
will. The waiver of this written form requirement also requires
written form.
9.3 Sole jurisdiction for all
Disputes arising from the contractual relationship and its effectiveness are
if the customer is a registered trader, legal entity under public law or
is a special fund under public law or is based abroad,
At our choice, our headquarters in Gießen.
9.4 For the business relationship between
The parties are exclusively subject to German law.
Does the client have no general
Jurisdiction in Germany or in another EU member state is
exclusive place of jurisdiction for all disputes arising from this contract
Our head office (35398 Gießen).
We provide you with independent advice and are happy to offer you our support.
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