Terms and Conditions

General Terms and Conditions

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

Gottfried-Arnold-Str. 3 in 35398 Giessen StNr  20 248 13147

The Terms and Conditions apply to  entrepreneurs within the meaning of § 13 BGB - we cannot provide services to private individuals.

01. Scope

The following general terms and conditions apply to all legal transactions between the service company  WEMAKEFUTURE  - hereinafter referred to as the service provider - with its contractual partner - hereinafter referred to as the client.

Insofar as there are individual contractual provisions that deviate from or contradict the provisions of these GTC, the individual contractual provisions take precedence.

02. Object of the contract

• The Parties agree to cooperate  for  automation of API  Schnitstellen  means iPaaS platforms and diverse development services  (API, web and low-Code) , which prior service s beginning  in order  to be defined . An employment contract is not wanted by the parties and is not justified.
• The service provider is responsible for the social security contributions or tax issues and releases the client from any obligations.
• The service provider is free to work for other clients as well.

03. Conclusion of the contract

• The contractual relationship for the services comes about through the issuing of a  service customer  order (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.
• The subject matter of the contract or the precise description of the task is described in the written order.
• Unless otherwise expressly agreed, offers are non-binding and valid two weeks after the date of the offer. The customer is bound to an order placed for four weeks; if WEMAKEFUTURE does not accept it, the order lapses after four weeks. An order is only considered accepted if it is confirmed in writing, we have sent an order confirmation by email or we have started delivery within this period.
• The conclusion of the contract is subject to the correct and timely delivery by our suppliers. This only applies in the event that we are not responsible for the non-delivery, in particular when concluding a congruent hedging transaction with our (software) suppliers  and service providers . We expressly do not assume any procurement risk if we have concluded a purchase contract  or service  contract for the service owed with our supplier. The customer will be informed immediately about the unavailability of the service. The consideration will be refunded immediately.
• Subsequent changes at the request of the customer will be charged to the customer.
• Cost estimates and offers are non-binding. If we recognize during the execution of the order that the estimated costs increase by more than 20%, we will stop the work immediately and inform the customer thereof. At the same time, we will provide him with an estimate of the effort that is now likely to be required. The customer then has the right to decide whether the order is to be  canceled or continued with the obligation to  pay . If the order is canceled, the  services  and deliveries performed up to that point will be paid for. The customer receives all  work results created up to that point .

04. Contract duration and termination

• The contract begins and ends at the individually agreed time.
• The contract can be properly terminated. In this regard, a period of  four  weeks to the end of the month is agreed.  The work performed by WEMAKEFUTURE up to the point of termination must be paid for by the client.
• Termination without notice for an important reason is possible. An important reason exists, for example, if the client is  in arrears with  a due  payment and does not perform after a reasonable grace period has expired ,  the client falls into financial collapse after the conclusion of the contract (insolvency, insolvency), unless it has already been a Application to open insolvency proceedings.

05. Scope of services, obligations of the contractual partners

• 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.
• The service provider will periodically inform the client of the result of his work. The contracting parties can agree on a schedule for the provision of services and a planned end date for the termination of services in the contract.
• The parties endeavor to the best of their knowledge and belief to support the contractual partner in fulfilling the respective obligation by providing iMake, advice or experience in order to ensure a smooth and efficient workflow for both parties.
• Each of the contractual partners can request changes to the agreed scope of services to the other contractual partner in writing. After receiving a change request, the recipient will check whether and under what conditions the change can be carried out and inform the applicant of the approval or rejection immediately in writing and, if necessary, give reasons. If a change request from the client requires an extensive review, the service provider can charge the cost of the review with prior notice, provided that the client nevertheless insists on reviewing the change request.

If necessary, the contractual adjustments to the agreed conditions and services required for a review and / or a change are set out in writing in an amendment agreement and come about in accordance with these general terms and conditions.

• Transfer of rights of use
• In the  absence of  other agreements, the customer receives a simple right of use for use in iPaaS or cloud environments within the scope of  automation services  (in particular software development , process automation and development as well as  programming  of APIs )  . All drafts, final artwork, source codes as well as created software are subject to copyright law , including as part of a service ,  and remain as the created  property of  WEMAKEFUTURE .
• Further rights, in particular to reproduce the  software created  beyond what is necessary for the use in accordance with the contract, are granted. There is also no right to change the software, unless the change is necessary to eliminate defects. This right to change only takes effect if WEMAKEFUTURE has previously either rejected attempts at subsequent performance or failed.
• 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.
• The customer is not entitled to the provision of raw data or source codes.
• Process automation on iPaaS, should the platform provider not have other regulations, WEMAKEFUTURE receives the intellectual property of the  automated processes of  the service. The client needs 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 an individually negotiable fee.
• Wemakefuture  GmbH keeps it open to sell process source code, drawings and process chains ( Make;  Scenarios,  Zapier ;  Zaps , Power  Automate ;  flows ,  Wayscript  “processes” and all other process chains ) of  the automation to third-party companies.

08.Mention of the client and the service

• The client agrees to be named as a WEMAKEFUTURE customer after the order has been placed. Furthermore, the client allows WEMAKEFUTURE to name the client as a reference customer after the successful conclusion of the  service . WEMAKEFUTURE is also entitled to use the client's logo on the WEMAKEFUTURE website and in marketing materials. The client also agrees to participate in the creation of a case study and, after consultation, to act as a reference point of contact on a case-by-case basis.

All  marketing documents relating to the client or the  service are presented to the client for approval. The customer can revoke his consent to the referencing at any time. ( contact@wemakefuture.com )

09.General

• Should one or more of the above conditions be ineffective or contain a loophole, this shall not affect the remaining conditions.
• Agreements that differ from or add to the aforementioned provisions are only effective in the form of a written supplementary agreement to the contract concluded by the parties in which reference is made to the amended conditions. The waiver of this written form requirement must also be made in writing.
• sole venue for all disputes arising from the contractual relationship, its effectiveness is when the customer is a merchant, legal entity under public law or a  public law  special fund or is domiciled abroad, according to our registered office in Giessen.
• German law applies exclusively to the business relationship between the parties.

If the client 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 is our place of business  (35398 Giessen) .

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Giessen 02/23/2021 Wemakefuture AG