General Terms and Conditions of Team2Venture GmbH
concerning the use of the freelance platform twago.

Effective: 20.01.2014

Preamble

Welcome to twago!

twago is an online platform for high-quality services operated by Team2Venture GmbH („twago”), Rosenthaler Straße 51, 10178 Berlin, Germany. twago enables demanders (hereinafter referred to as „clients“) and contractors (hereinafter referred to as „contractors”, and collectively as „users”) of services („projects”) to negotiate projects and to enter a cooperation in the scope of the concluded contracts („service contracts”). Clients can post projects, compare contractors, manage projects and assess the contractors. Contractors can present themselves to the clients via a profile, view various projects, submit offers, negotiate conditions, manage projects and assess clients. Team2Venture GmbH provides the users with an according platform.

These General Terms and Conditions („GTC”) are applicable to all contracts between users and twago.

twago reserves the right to modify, to amend or to redraft the existing GTC at any time and without giving reasons. Users will be informed about modifications, amendments or redrafts of this GTC in sufficient time per e-mail (hereinafter referred to as „notice of change“). Should the user not object within two weeks of receiving the notice of change, the modified GTC are considered approved. The user will be reminded of this in the notice of change.

Contents

  1. User contract
  2. Account and user profile
  3. Service contracts
  4. Cancellation right of the consumer
  5. Use of the online platform
  6. Granting of rights
  7. Billing and payment terms
  8. Anti-circumvention provision, exclusivity
  9. Contract duration / termination
  10. Consequences of infringement by user
  11. Warranty and liability
  12. Extra-judicial settlement
  13. Final provisions

§1 User contract

  • 1.1 Object of the contract

    Object of this contract is the access to the online platform twago for the purposes as described in the preamble of the GTC, on which the users may present themselves and contact other users. twago creates, services and maintains the online platform, however does not itself act as an intermediary between the users. Services / applications of third parties (e.g. payment processing services), with whom a separate contractual relationship exists, are not object of this contract.

  • 1.2 Eligible users

    Clients in the sense of the preamble can exclusively be natural persons who have completed 18 years of age and are fully legally competent.

    If a natural person is not acting on his own behalf, he affirms to twago that he has been authorised or delegated to perform the particular action.

    Solely contractors, i.e. natural or legal persons or partnerships which have legal capacity, who are acting within the scope of their commercial or independent professional capacity when concluding a legal transaction, are considered to be contractors, and are eligible to conclude contracts with twago.

  • 1.3 Conclusion of contract

    The contract with twago is concluded with the completion of the online registration process and use of the activation link in the verification e-mail sent to the user by twago (hereinafter referred to as „registration“). With his registration, the user attests that he is an eligible user as stipulated in § 1.2 of these GTC. Furthermore the user is obliged to make a truthful and complete declaration of the information requested for the registration.

    The user is required to provide a current e-mail address at all times, which also serves the communication between user and twago.

    In case of a modification of the recorded data subsequent to the registration, the user is required to change these in his account without delay.

    Following a successful registration, twago will provide the user with an account.

  • 1.4 Membership and fees

    Access to the online platform is free of charge for users. For the contractors, twago offers various membership models, free of charge or paid, with respectively different ranges of functions and access rights.

    The respectively valid prices and scope of services can be viewed under http://www.twago.com/pricing/. Upon conclusion of a service contract according to § 3 of these GTC, the service provider becomes liable to pay twago a service fee of a percentage of the total project value. twago´s claim for the service payment arises with the use of the online platform and falls due for payment with the conclusion of a service contract between client and service provider.

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§2 Account and user profile

  • 2.1 Account and user profile

    Upon a successful registration the user is provided with an account, within which he can create his own profile.

    Each user is limited to max. one account, resp. one user profile as client, and one account, resp. user profile as service provider.

    The account, resp. the user profile is protected by a user name and a password (hereinafter referred to as „login information“) which are determined during the registration process. The user must ensure that his login information is not accessible to third parties. In case of loss of the login information, or in case of suspicion that a third party has knowledge of the information or is making use of the user´s account, the user is obliged to inform twago about this immediately and to change his login information.

  • 2.2 Account and user profile information and updating

    The user ensures that the information provided during the creation of the account, resp. the user profile, is accurate and complete. The user is obliged to promptly reflect all modifications of his account and profile data on his account, resp. user profile on the online platform.

  • 2.3 Binding user account and profile

    The account, resp. the user profile is bound to the user and cannot be transferred to a third party without the explicit approval by twago.

  • 2.4 Data protection

    The user is obliged to back up all data (i.e. profile data, project descriptions, bids etc.) which he uses in connection with twago on a daily basis, to the necessary extent.

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§3 Service contracts

  • 3.1 Contract parties

    The creation and negotiation of projects, the related contract conclusion and contractual performance are solely responsibility of the participating users. The users are also solely responsible for ensuring that the projects and the conclusion of the contract comply with German law as well as the law of the respective user; the service provider is especially required to instruct the client accordingly. The users will negotiate their projects independently among themselves. twago will provide the users solely with the necessary infrastructure, but shall not act as representative or agent of a user, and shall not become a party to a service contract concluded between the client and the service provider.

  • 3.2 Formation of service contracts

    A service contract is concluded when the client submits a non-binding project offer upon which the service provider can submit his initial, likewise non-binding bid. The client subsequently sends the service provider a binding offer, communicated to the service provider via the button „Select this Contractor”. The service provider will be automatically informed about the submission of the binding offer, and can then accept the project via the button “Accept Project”. The client is informed about the acceptance of the project, and hereby a service contract between client and service provider is concluded.

  • 3.3 Content of the service contracts

    The users are free in the structuring of the service contracts; however the content of the service contracts may not contradict these GTC, the German laws or the legislation the respective user may be subject to. The conduct of the users during their contractual performance also affects twago´s reputation. Therefore the users are also obliged toward twago to adhere to and correctly fulfill the service contract. This means, in particular, the strict observance of any confidentiality agreements unless explicitly agreed otherwise by the parties of the service contract.

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§4 Cancellation right of the consumer

Provided the user is a consumer within the meaning of § 13 BGB (German Civil Code), and has respected the terms of § 1.2. and 1.3. during the registration, following cancellation right is valid:

Notice of revocation rights

You may revoke your contractual declaration in writing (i.e. letter, fax, e-mail) within 14 days without giving reasons. The term begins with receipt of this written policy, however no earlier than the conclusion of contract and no earlier than the fulfillment of our information obligation pursuant article 246 § 2 in conjunction with § 1 art. 1 and 2 EGBGB (Introductory Act to the German Civil Code), as well as our obligations according to § 312g art. 1 clause 1 BGB in conjunction with article 246 § 3 EGBGB. It is sufficient to send off the cancellation notice within the given term to observe the cancellation period.

Team2Venture GmbH, Rosenthaler Straße 51, 10178 Berlin, Germany
Fax: +49 30 20164034001 or email: support@twago.com

Consequences of cancellation

In case of the effective exercise of the right of cancellation, the mutually received services must be returned, including benefit drawn from them (e.g. interest) if applicable. This can mean that you are nevertheless obliged to fulfill your payment obligations for the term leading up to the cancellation. Should you not be able to return received services completely, partially or only in deteriorated condition, you may have to compensate us. Duties for the compensation of payments must be fulfilled within 30 days; this term begins for you with the dispatch of your cancellation, for us upon the receipt thereof.

Special note

Your right of cancellation expires prematurely if according to your explicit wish the contract is completely fulfilled by both sides before you have made use of your right of cancellation.

End of Cancellation Policy (consumer)

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§5 Use of the online platform – in general

  • 5.1 General obligation to comply with legal requirements

    Users can utilize various services when using the online-platform. This includes, for example, sending messages to other users and posting their own contents, especially contents concerning projects and service contracts (i.e. pictures, texts…). The user undertakes to comply with these GTC and applicable law, especially criminal law, competition law, trademark law, copyright law, personal rights, data protection law and laws concerning the protection of young persons, and not to violate the rights of any third party when using this platform.

    This also signifies in particular that the user may not send messages with advertising content (especially spam-messages) without the consent of the recipient. In the event that the contents posted by the user contains hyperlinks to pages of third parties, the user shall ensure that he has the authorisation to use the hyperlinks and that the website to which the link is established complies with applicable laws and the right of third parties in the context of clause 3.

  • 5.2 Interdiction of fake offers and bids

    twago is dependent on the fact that solely genuine bids and offers are posted. Therefore it is prohibited to users to post offers or bids whose fulfillment has never been intended as supposed clients or supposed contractors (freelancer).

  • 5.3 Recommendation function

    twago is dependent on the fact that solely genuine bids and offers are posted. Therefore it is prohibited to users to post offers or bids whose fulfillment has never been intended as supposed clients or supposed contractors.

  • 5.4 Assessment function

    twago provides an assessment system on the online platform via which users can express their opinion about other users with whom they have carried out a project. Users are obliged to issue a truthful assessment, expressed in a balanced and objective manner. twago has the right, but is not obliged, to delete assessment entries. A general survey of the assessments is not made.

  • 5.5 Blocking and deleting contents

    twago is authorised to block the access to or delete certain contents at any given time. This is particularly applicable in case of suspected violation of the GTC, applicable laws or rights of third parties, or if projects are completely finalized.

  • 5.6 Prohibition of technical interference

    The user must abstain from all actions which are suited to manipulate, impair and / or excessively strain the operation of the online platform or the underlying technical infrastructure and its functions / access possibilities. In particular these include:

    • the use of software, viruses, robots, scripts or databases in connection with the use of the online platform;

    • blocking, overwriting, modifying, copying of data and / or other contents, insofar as that it is not necessary for the correct use of the online platform.

  • 5.7 Communication

    The current contact information for twago is available on the platform. The information provided in the profile is considered as contact information of the user. Any declaration transmitted to these contact details per fax or e-mail is considered received upon sending, via post three days after sending, unless a later reception can be proved.

    The user acknowledges the effectiveness of declarations sent via e-mail between himself and twago, or himself and other users as being absolutely effective declarations of intent. Unless evidence to the contrary is produced, a received e-mail is considered to be from the person whom the address belongs to.

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§6 Granting of Rights

  • 6.1 Granting of rights

    The user grants twago a non-exclusive right of use without restrictions of time and space of posted contents. twago is entitled at any given time to use and exploit the contents entirely or in parts within the scope of the fulfillment of the service contract. twago is particularly entitled to represent and publish the contents posted by the user on the online platform. Furthermore, this includes the right of reproduction, the right of distribution, the right of communication to the public and the right to make publicly available.

  • 6.2 Guarantee of proprietorship

    The user guarantees that he is the proprietor of all rights necessary for posting contents on the online-platform, and that he is fully entitled to effectively grant twago the rights as named in § 6.1. The user guarantees furthermore that the contents are unencumbered by third party rights, which could exclude the granting of rights and their use as covered by the contract. The user guarantees that the use of the contents according to contract does not violate any rights, especially personal rights of third parties, in particular that any represented persons agree with the contractual use of the contents.

  • 6.3 Exemption from third party claims

    On twago´s first demand, the user shall release twago from all third-party claims, in particular claims concerning violations of copyrights, competition law, brand infringement, data protection breach and violation of personality which may be raised by the user in connection with the use of the online platform. The user must inform twago immediately of third party claims in connection with the use of the online platform that he may become aware of. twago is entitled to take such measures as seem appropriate for the defense against third party claims or for the pursuit of their rights. The user must agree with twago concerning his own measures in advance. The exemption also includes the compensation of reasonable costs which have incurred due to the pursuit of rights / defense of rights by twago.

  • 6.4 Rights to the online platform

    All rights to the online platform (especially copyrights) reside with twago. The user is obliged to consider this, and undertakes not to use – privately or commercially – any parts of the platform or other contents whatsoever beyond the possibilities granted to himself within the context of the use of the online platform. This particularly means that the users will not use data and information achieved via the online platform beyond the communication in the context of an existing project or the payment of a completed project. It is especially prohibited to use such information for advertisement, unsolicited e-mails or other non-authorized purposes.

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§7 Billing and payment terms, Credit Balance

  • 7.1 Electronic invoices

    Invoices are issued electronically in English language and made available in the user´s account as well as sent to the user´s e-mail address registered in his account. The user is entitled to send a request to invoice@twago.com, and demand the German translation of the general twago invoice template. Furthermore, contractors based in Germany have the right to request by e-mail, directed to invoice@twago.com, stating user name, invoice number and complete address, that an invoice is sent to them by post for a processing fee of 4.95 Euro, within 6 months after issue of the invoice.

  • 7.2 Payment terms

    The due date of fees is stated in the respective invoice. Unless otherwise stated, invoices are due for payment immediately.

    The user can pay the fees per direct debit, credit card, online payment processes or cash in advance. twago reserves the right to exclude certain payment methods in particular cases.

    The user can also issue a SEPA basic mandate / SEPA company mandate. The pre-notification term is at least 1 day before debiting of the account. The user assures to maintain adequate funds in the account. Costs which may occur due to non-transfer of the amount debited or back transfer are to be paid by the user unless the non-transfer or back transfer is caused by twago.

    In the case of charge backs caused by, for example, insufficient credit card limit or coverage, a fee of 25 Euros becomes due for the coverage of the incurred cancellation costs. This amount, together with the remaining due amount, is due for immediate payment. The user has the right to bring forward proof that no such damage occurred, or that the damage was significantly lower.

    twago is entitled to employ external contractors for the handling of the payment transaction, and to manage the project amount paid by the user in an escrow account (safePay) until the entire and successful completion of the project.

    The payout of the project amount from the escrow account to the service provider will be made after the full completion of the project and after payment of the service fee (§ 1 par. 4) to twago by the service provider.

    A full project completion is assumed when the client has confirmed the completion on the online platform by pressing the button „Complete Project”. Should the client confirmation be missing, and should the client not object to the termination query of the service provider by pressing the button „decline“, the service provider will automatically receive his payment at the end of 30 days.

  • 7.3 Default interest and overdue fines

    In case of overdue payments, twago reserves the right to claim a default interest rate of 8% p.a. for the overdue period, or resp. a lower interest rate in case of local legally established upper interest limits. For each justified reminder, twago will charge a reminder fee of 4,95 EUR.

  • 7.4 Credit Balance

    The user of the online platform can pay his fees on a credit basis (Credit Balance). The user can increase his credit by prepayment. As long as the credit balance is positive, the twago fees will be debited against the credit balance. All deposits into the credit account are entered into the user´s individual credit account established by twago. twago enables the user to query his credit balance. The balance information is non-binding, and does not establish an independent claim of the service provider.

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§8 Anti-circumvention provision, exclusivity

  • 8.1 Circumvention of twago

    If a client posts a project on the online platform, both service provider and client are obliged to conclude a service contract concerning this project via the online platform. The user undertakes not to carry out any project by circumventing the online platform or paying the service fee as stated in § 1.3. The declaration of a lower contractual volume with the intention of lowering the service fee is also considered a contract-breaching circumvention.

  • 8.2 Requests of circumvention

    Should another user request a formation of contract in breach of the regulation of the previous paragraph, such a request must be declined and the correct contract formation via the platform be pointed out. Users are urged to inform twago immediately of such request by e-mail to violation@twago.com.

  • 8.3 Publication of contact information in inadmissible places

    Communication between users concerning project offers published on the online platform may only be effected via the online platform. Users undertake to only enter their contact information in the appropriate fields in their profile, and not in any other visible fields, such as project descriptions or offers, independently of the form.

  • 8.4 Exclusivity

    In the event that the users have initiated their business connection or concluded a service contract via the online-platform, twago will charge a percentage as service fee of the project value on any follow-up projects between the same users during a period of 12 months following the initial contract. The users undertake to exclusively conclude any follow-up service contracts during this period via the online platform. Should the users not have access to the online platform during this period, e.g. because one user has terminated this contract, they undertake to inform twago immediately of the (follow-up) service-contract with declaration of the project value.

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§9 Contract duration / Termination

  • 9.1 Contract duration and notice period

    The duration of the user contract depends on the particular type of membership elected by the service provider. These can be viewed under http://www.twago.com/pricing/. The user contract will be automatically extended by the particular term of the membership unless it is terminated in proper form with a notice period of 4 weeks before contract end.

  • 9.2 Termination options

    A termination must be made in writing, can be sent by e-mail or fax and is to be directed to the following addresses:

    Team2Venture GmbH, Rosenthaler Straße 51, 10178 Berlin, Germany

    Fax: +49 30 20 16 40 34 001 or email: support@twago.com

    Furthermore a termination of contract via the button „Downgrade “ in the user account is possible.

  • 9.3 Modification of the membership

    Contractors can modify the type of membership.

    An upgrade into a membership model with a wider function scope is possible at all times and will be validated at the latest by 24:00 hours of the next working day. A return of the credit balance, or a credit note for not-used fees is not possible.

    A downgrade into a membership model with a lesser function scope is only possible at the end of the regular contract term of the current membership, under observance of the ordinary notice period as stated in § 9.1.

  • 9.4 Fee and price modifications by twago

    In the case that twago adjusts fee or prices for various types of membership (current listing available under http://www.twago.com/pricing/), contractors affected by the adjustment will be automatically reset to the level with the lowest function scope at the end of their contract term, so that they can then immediately modify their membership.

  • 9.5 Extraordinary termination

    Both, twago and the other users, have the right to terminate the contract extraordinarily for good cause. For twago there shall be good cause to terminate the contract in particular if, within the first 10 days after contract conclusion, twago becomes entitled to claim a lump-sum damage payment according to §10, if the user does not meet the due remuneration claims despite reminder and / or sustainably violates his obligations according to §§ 2.3, 3.2, 5.1, 5.3, 5.4 and/or 5.6 of these GTC. In these cases, twago also becomes entitled to block the user´s access to the platform without terminating the contract.

  • 9.6 Consequences of a contract termination

    After terminating a contract, the user no longer has access to his account, resp. his profile, and can no longer view information, messages, files or other contents posted on the platform. twago has the right to delete contents. twago has the right to inform other users about the termination of contract with that user. The user is prohibited from re-registering on twago after an extraordinary termination or blocking by twago according to § 9.5. The regulations of § 8 remain unaffected by a contract termination.

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§10 Consequences of infringement by user

  • 10.1 Lump-sum damage payment

    In case of specific infringements as defined in § 9.5 of these GTC, the concerned user (joint debtor in case of several users) is obliged to pay a lump-sum damage, unless the user is not responsible for the violation in question. twago´s right of claim for damages beyond these remains unaffected. Users are allowed to provide proof that no damage has occurred, or has occurred in a significantly lower extent.

  • 10.2 Amount of the lump-sum payment

    The amount of the lump-sum according to § 10.1 amounts to the triple of the service fee as calculated according to § 1.4 if the user infringes the circumvention prohibition of § 8.1 – 8.3. In the event that the user is a consumer, the lump-sum as per sentence 1 is reduced to the amount of the service fee. The price / budget notion of the client is decisive for the amount of the service fee, or, if higher, the highest bid entered for the project.

    The lump-sum according to § 10.1 amounts to 500,00 EUR if the user infringes the following:

  • 10.3 prohibition to make fake offers and bids according to § 5.2.

  • 10.4 prohibition of re-registering after termination, resp. blocking by twago according to § 8, 9.6.

  • 10.5 prohibition to create more than one account as client and / or service provider according to § 3.1

     

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§11 Warranty and liability

  • 11.1 Availability

    It is twago´s endeavor to provide the failure free operation of the online platform and enable users to access the stored information. Naturally, this is limited to services which twago can influence. The user acknowledges that a complete and uninterrupted availability of twago is technically not feasible. Nevertheless twago endeavors to keep the platform available as continuously as possible. There can be no claim to availability. In particular twago remains free to restrict the access to the online platform completely or partially, temporarily or permanently due to maintenance, capacity restrictions, and due to events beyond twago´s control. Individual users do not have any claim on the upkeep of certain functions and services by twago.

  • 11.2 Limitation of liability

    In case of slight negligence, twago will only be liable in case of violation of contract-essential obligations (cardinal obligations), whereat the liability in this case is limited to the amount of contract-typical, foreseeable damage. Otherwise, the pre-contractual, contractual and extra-contractual liability of twago is limited to cases of intent and gross negligence, as well as to damages due to loss of life, bodily injury or damage to the health of a person. The liability for damages which occur despite undertaking a guarantee for the condition of the work, as well as the liability according to the German Product Liability Act remain unaffected. The limitation of liability also applies if the damage is the fault of an agent of twago.

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§12 Extra-judicial settlement

In case of legal problems arising in connection with a service contract, the user is obliged to send an appropriate claim / complaint justification to the service partner via the twago messaging center prior to initiating arbitration or court proceedings. The service contract partner is granted a 15 day period to state his opinion and resolve the conflict. Arbitration or court proceedings may only be initiated by the affected party after the expiration of this period. This clause is not valid if a consumer (according to §13 BGB (German Civil Code)) is involved in the service contract.

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§13 Final provisions

  • 13.1 Applicable time designation

    All times, periods of time and terms are stated in Central European Time, resp. Central European Summer Time (CET / GMT+1 resp. CEST / GMT+2).

  • 13.2 Applicable law and court of jurisdiction

    The laws of the Federal Republic of Germany, under exclusion of the UN Sales Convention (CISG), shall apply. If the user is a merchant, the competent court for all disputes arising from or in relation with this contract is, irrespective of the legal grounds, the company headquarters of twago at the time of the contract conclusion.

  • 13.3 Contract transfer

    twago has the right to transfer this contract with all rights and duties to a company of his choice. This transfer becomes effective after 28 days from communication to the user. With the transfer of this contract to another company, the user is granted an extraordinary termination right which must be enforced within 1 week of transfer communication.

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