General Terms and Conditions

Wemakefuture AG

Gottfried-Arnold-Str. 3

35398 Giessen

StNr 20 248 13147

– in the following WEMAKEFUTURE –

The terms and conditions apply to entrepreneurs in the sense of § 13 BGB – we can not provide services to private persons.

§ 1 Scope 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. 

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 Subject matter of the contract

2.1 The contracting parties agree on the cooperation for automation of API interfaces by means of iPaaS platforms and various development services (API, web and low-code), which are defined in the order before the start of services. An employment contract is not intended by the Parties and is not established. 

2.2 The Service Provider itself 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.

§ 3 Conclusion of the contract

3.1 The contractual relationship for the services is established by placing a service customer order (order) by the client (offer) and its acceptance by the service provider WEMAKEFUTURE. The client is bound to the issuance 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 are 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 is invalid after the four weeks. An order is only considered accepted when it has been confirmed in writing, when we have sent an order confirmation by e-mail or when we have started 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 the non-delivery, in particular in the event of the conclusion of a congruent hedging transaction with our (software) supplier and service providers. We expressly do not assume any procurement risk if we have concluded a procurement contract or service contract for the owed service with our supplier. The customer will be informed immediately about the unavailability of the service. The consideration shall be refunded without delay.  

3.5 Subsequent changes at the instigation of the customer shall 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 shall immediately stop the work and inform the customer thereof. At the same time, we will provide the customer with an estimate of the costs that are now expected to be necessary. The customer then has the right to decide whether the order is to be terminated with payment or continued. If the order is cancelled, the services and deliveries provided up to that point will be paid for. The customer will receive all work results produced up to that point.  

§ 4 Duration and termination of the contract

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

4.2 The contract may be terminated by ordinary 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 WEMAKEFUTURE until the termination shall be paid by the Customer. 

4.3 Termination without notice for good cause is possible. An important reason is, for example, if the Customer is in default with a due payment and does not perform after the expiration of a reasonable grace period, the Customer suffers a financial collapse after the conclusion of the contract (insolvency, insolvency), unless an application for the opening of insolvency proceedings has already been filed.

§ 5 Scope of services, obligations of the contractual partners

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 periodically about the results of its activities. The Parties may agree in the Contract on a schedule for the provision of services and a scheduled end date for the completion of services. 

5.3 If it is actually not possible for the Service Provider to perform an order as owed under the Contract, the Service Provider shall notify the Client thereof without undue delay. If the performance is not possible because third parties (API, software, changed framework conditions) do not allow this technically, there shall be no obligation to deliver. Consequently, should offer or invoice items not be technically feasible in the software provided by the customer or by WEMAKEFUTURE, no performance obligations will be made. Efforts and project times of WEMAKEFUTURE, are to be paid separately by the customer. 

5.4 The parties shall endeavor to support the contractual partner in the performance 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 contractual partners may request changes to the agreed scope of services from the other contractual partner in writing. Upon receipt of a change request, the Recipient shall examine whether and on what terms the change is feasible and shall promptly notify the requestor in writing of its approval or rejection and, if necessary, provide reasons. If a change request from the Client requires extensive review, the review effort for this may be charged by the Service Provider upon prior notice if the Client nevertheless insists on 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 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 designs, final artwork, source codes, as well as created software are subject to copyright law, also as partial services of a service, and remain as created property of WEMAKEFUTURE.  

5.6.2 Further rights, in particular to reproduce the created software beyond the extent necessary for the contractual use, are granted. There is also no right to modify the software, unless the modification is necessary to remove defects. This right of modification shall only apply if attempts of 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 extent of the usage. 

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

5.6.5 The right to use the services of WEMAKEFUTURE within the agreed scope is acquired by the customer with the complete and unconditional payment of the agreed fee. 

5.6.6 We are exclusively entitled to all rights going beyond the aforementioned granting of rights, be it copyrights, industrial property rights or other rights.  

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

5.6.8. process automation on iPaaS, should not other regulations apply on the part of the platform provider, WEMAKEFUTURE receives the intellectual property of the automated processes of the service. The client needs 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 Wemakefuture GmbH keeps open to sell 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 the automation to third party companies. 

5.7 Miscellaneous  

5.7.1 The parties agree that both within the scope of the service and within the scope of the error reporting/detection, priority shall be given to a ticket system. 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 at short notice and the work is necessary to achieve the purpose for which the order was placed 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 as a result. 

5.7.3 If external services are used for the service (e.g. 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 acts here only as a vicarious agent. 

5.7.4 WEMAKEFUTURE is entitled to engage subcontractors for the fulfillment of the main services of the order incumbent upon it. 

5.7.5 If a third party software, API or 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.

5.7.6 The contracting parties agree not to directly or indirectly entice away employees of the other party during and until two years after termination of this contract. For each case of violation, the violating party shall pay to the other party a contractual penalty in the amount of two gross annual salaries (including bonuses, royalties) of the respective employee who is poached by the respective party in violation of the obligation pursuant to sentence 1, whereby the gross annual salary of the respective employee which he/she received in the year prior to the forfeiture of the contractual penalty shall be decisive for the calculation of the contractual penalty

5.8 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 review whether and under what conditions the change is feasible and shall immediately notify the requestor in writing of its approval or rejection and, if necessary, provide reasons. If a change request from the Client requires extensive review, the review effort for this may be charged by the Service Provider upon prior notice if the Client nevertheless insists on 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.   

§ 6 Prices and Terms of Payment

6.1 The prices agreed upon conclusion of the contract shall apply. These result from the order or order confirmation and are, unless specified in the confirmation, set forth in our respective current price list for services. WEMAKEFUTURE may inform about price changes in text form, the price changes shall be deemed to be accepted if no objection is made within 7 working days after sending the changes.

6.2 WEMAKEFUTURE is entitled to invoice partial services. Furthermore, an advance payment of 50% of the order amount may be estimated when placing the order. Only after payment of the advance WEMAKEFUTURE will start with the service. After completion, another 50% of the order sum will be due and charged, unless another invoicing has been agreed upon in the contract or the order volume has changed in the course of the service.  

6.2.1 Quoted estimated prices for services on a time basis, in particular in cost estimates, are non-binding. The quantity estimates on which an estimate is based are based on an evaluation of the scope of services carried out to the best of our knowledge. 

6.3 Sales tax shall be invoiced at the sales tax rate applicable at the time of performance. Regardless of the subject matter of the contract, claims of WEMAKEFUTURE, can be fulfilled by bank transfer to the business account or Stripe of WEMAKEFUTURE, stating the respective order or invoice number. Other methods of payment, 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 within 7 days. If the invoice amount is not received within 30 days of the invoice date, the service provider is entitled to claim default interest. Default interest 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 to be understood at the place of business in Gießen. Travel expenses shall be reimbursed by the Customer if employees of WEMAKEFUTURE undertake business trips that are requested or approved by the Customer in each case. Travel expenses include in particular travel costs, we charge 50 Euro Cent per kilometer, accommodation costs, parking costs and per diems for meals.

§ 7 Liability

7.1 The Service Provider shall be liable in cases of intent or gross negligence in accordance with the statutory provisions. The liability of the Agency for any damage 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, body or health.

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 reimbursement of futile expenses, regardless of the legal basis, 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 service provided by WEMAKEFUTURE.

§ 8 Naming of the Customer and the Service

8.1 The Customer agrees to be named as a customer of WEMAKEFUTURE after the order has been placed. Furthermore, the Customer allows WEMAKEFUTURE to name the Customer as a reference customer after successful completion 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 cooperate in the preparation of a case study and to act as a reference contact after consultation on a case-by-case basis. The client may revoke his consent to the referencing at any time. ([email protected])

§ 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 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 requirement must also be in writing.  

9.3 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, 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.  

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).