General Terms and Conditions
General Terms and Conditions of Team2Venture GmbH concerning the use of the freelance platform twago.
Welcome to twago!
twago is an online platform for high-quality services operated by Team2Venture GmbH („twago”), Friedrichstr. 224, 10969 Berlin, Germany. twago enables demanders (hereinafter referred to as „clients“) and contractors (hereinafter referred to as "contractors" or “service providers”, and collectively with the clients 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. In addition, Team2Venture GmbH offers clients the option of purchasing individual service packages directly from twago.
These General Terms and Conditions („TOS”) 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.
- User contract
- Account and user profile
- Service contracts
- Service Contracts for hourly based projects
- Cancellation right of the consumer
- Use of the online platform – in general
- Trade and economic sanctions
- Granting of rights
- Billing, payment terms and twago Credits
- twago safePay, contract with external service provider Mangopay S.A.
- Anti-circumvention provision, exclusivity
- Contract duration / termination
- Consequences of infringement by user
- Warranty and liability
- Extra-judicial settlement
- Final provisions
§ 1 User contract
1.1 Object of the contract
Object of this contract is the access to the online platform twago ("online platform") 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 be legal entities or 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 authorized 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 for the use of the online platform 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
The applicable fees for and the scope of the additional services will be displayed during the respective processing step. For the contractors, twago offers various membership models, free of charge or paid, with respectively different ranges of functions and access rights.
Upon conclusion of a service contract according to § 3 of these GTC, the service provider or the client becomes liable to pay twago a service fee of a percentage of the total project value. If the percentage service fee is less than the minimum service fee, the minimum fee is due instead. 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. Project value is the amount paid by the client to the service provider for the performance of the awarded project. The respective valid prices and the respective scope of services can be viewed at https://www.twago.com/pricing/.
§ 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.
§ 3 Service contracts
3.1 Contract parties
The creation and negotiation of projects, the related contract conclusion and contractual performance are the sole 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 request upon which the service provider can submit his initial, likewise non-binding bid (with (a) a fixed (total) price or (b) an hourly price – compare also _§4). The client subsequently sends the service provider a binding offer, communicated to the service provider via the button „Confirm selection”. The service provider will be automatically informed about the submission of the binding offer, and can then accept the project via the button “Accept terms”. 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.
§ 4 Service Contracts for hourly based projects
4.1 Obligation to report planned and worked hours
If the contracting parties decide to invoice a service on an hourly base, the client and the service provider are held responsible to disclose planned and actually worked hours to twago. During the awarding process, the client defines and informs twago about the maximum number of hours or weekly hours that a service provider is allowed to report. The client is held responsible to inform twago about any changes immediately via email to firstname.lastname@example.org. The service provider will report hours worked via the platform within the time frame determined in section §4.4. The service provider cannot report more hours than determined by the client during the awarding process.
4.2 Amendments by the service provider
After the creation of the service contract (when the project has started), as specified in section §3.3, the service provider is able to report, edit and delete hours worked weekly until each midnight on Sunday, 24:00 CET. After expiration of the deadline, no changes are possible anymore.
4.3 Method of payment and objection
The services will be invoiced according to the method of payment determined by the client during the awarding process.
The client will be informed about the hours reported by the service provider via email on a weekly base. After the deadline mentioned in § 4.2, the client has the right to protest those hours until the following Friday 24:00 midnight (CET), via email to email@example.com including the statement that they want to file an objection.
In case of protest, the money charging process from the client’s payment method is interrupted until the concerned parties find an agreement or until the dispute is resolved rightfully in a different way. The client and the service provider are both obliged to inform twago about the agreement or about the lawful completion of their dispute via email to firstname.lastname@example.org.
If there should be no objection within the deadline, twago will be legally entitled to charge the total amount according to the payment method chosen by the client. The total amount is calculated as the reported hours of the approved timesheet multiplied by the agreed hourly rate plus the related twago fee (which has been informed about at the point of offer acceptance) plus payable taxes (e.g. VAT). The applicable prices are listed on https://www.twago.de/pricing/.
In addition, the client is entitled to release the payment to the service provider at any time via the "Release payment now" button, even without observing the above-mentioned deadlines.
4.4 Termination and interruption of the service contract
Client and service provider are obliged to inform twago about the termination of the service contract via email to email@example.com . The same applies for interruption of the service contract by the client or the service provider.
Upon a request of termination or notification through one of the parties, the contract will be terminated or interrupted on the Sunday, 24:00 midnight (CET) following the termination or interruption request. After a contract has ended / is interrupted the service provider cannot report any more hours.
§ 5 Cancellation right of the consumer
Provided the user is a consumer within the meaning of § 13 BGB (German Civil Code), and has provided true information to this effect in accordance with § 1.2. and 1.3. the following right of withdrawal shall apply:
§ 6 Use of the online platform – in general
6.1 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 authorization 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.
6.2 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.
6.3 Recommendation function
If the user informs third parties about twago’s existence via the recommendation function available on the online platform, the user shall ensure that the third party has consented to the receipt of the information.
6.4 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.
6.5 Blocking and deleting contents
twago is authorized 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.
6.6 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.
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.
§ 7 Trade and economic sanctions
7.1 Business or transactions relating to trade and economic sanctions
The user represents that he is not owned or controlled by any party which is, and neither the user nor any of its subsidiaries, nor any directors, officers or employees of it or of any of its subsidiaries are, a party targeted by Sanctions. The user represents that no party which owns or controls it and none of the user nor any of its subsidiaries, directors, officers or employees of it are or have ever been subject to any claim, proceeding, formal notice or investigation with respect to Sanctions.
The user shall take reasonable measures to ensure that the user and its subsidiaries comply with Sanctions and shall not engage in activities that would cause twago to violate Sanctions.
The user shall ensure that it shall not provide funds to twago that are derived from business or transactions with a party targeted by Sanctions, or from any action which is in breach of any Sanctions.
Sanctions means: any trade, economic or financial sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced by any (relevant) sanctions authority.
7.2 Blocking access
Twago is entitled to block the user's access permanently or temporarily if there is a justified suspicion of a violation of § 7.1. Section 12.5 of these terms and conditions shall apply.
§ 8 Granting of Rights
8.1 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.
8.2 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 § 8.1. 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.
8.3 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.
8.4 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.
§ 9 Billing and payment terms, twago Credits
9.1 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 firstname.lastname@example.org, 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 email@example.com, stating their username, invoice number and complete address that an invoice is sent to them by post within 6 months after issue of the invoice.
9.2 Payment terms
a) The due date of fees or charges is stated in the respective invoice. Unless otherwise stated, invoices are due for payment immediately.
b) The user can pay the fees or charges per direct debit, credit card, online payment processes, cash in advance or by withdrawal from its twago-Wallet (see below) if it holds sufficient funds. twago reserves the right to exclude certain payment methods in particular cases.
c) If the contractor uses twago-Wallet and the wallet holds sufficient funds, twago shall be entitled to withdraw all invoiced and due fees, which have not been paid, directly from the contractor’s twago-Wallet without prior notice.
d) 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 bank transfer are to be paid by the user unless the non-transfer or back transfer is caused by twago.
e) 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.
f) In order to submit bids for projects, the contractors (depending on the respective membership) need to have twago Credits. A contractor can upload its twago Credit account by prepayment. Should there not be enough twago Credits (depending on the respective membership), a contractor will not be able to submit bids for projects any longer. twago enables the contractor to check the balance account. The balance statement is non-binding. The information on the account balance does not establish an independent claim of the contractor.
9.3 Interest for default and reminder fees
If payments are overdue, twago reserves the right to charge interest in the amount of 5 percentage point p.a. above the annual base interest rate or, if the local legal limit is lower, the lower percentage rate. twago charges a reminder fee of 4.95 EUR for every justified reminder.
9.4 Blocking of the account in case of delay
If the user is more than 30 days in arrears with a payment or does not make overdue payments within the period set in the reminder, twago is entitled to block the user's account until full payment of all outstanding amounts including interest and fees. The suspension has no effect on the membership term, the contractually agreed minimum term and the fees incurred for this remain in force.
9.5 Due date of the annual fee in case of delay
If the user is more than 30 days in arrears with a payment or does not make overdue payments within the deadline set in the reminder, all payments that would have to be made by the end of the contract period are due immediately.
§ 10 twago safePay
10.1 External payment service provider MangoPay S.A., additional contract terms
twago is entitled to use external service providers to process payments in order to receive payments and, should the customer decide to make a payment using the twago safePay service available on the website, to manage the project amount paid by the user in a trust account. If users process payments via twago safePay, the GTC of the external payment service provider MangoPay, S.A., 10 Boulevard Royal, L-2449 Luxembourg also apply to these users. The payment service provider MangoPay S.A. becomes a contractual partner of the user with respect to payment processing via twago safePay. The user will be separately informed of this fact when choosing this payment process.
10.2 Availability of twago safePay in certain countries
Twago safePay and the payment services of MangoPay S.A. are only available in certain countries. A positive list of countries in which twago safePay can be used can be found here. The basis of twago safePay's business is the provision of the payment service by MangoPay S.A. Should MangoPay S.A. discontinue its services in certain countries, the use of twago safePay also ends in the affected region. At the user's request and in consultation with MangoPay S.A., the balance of the twago safePay account may be transferred to another payment service provider to the extent permitted by law. Applications should be sent to firstname.lastname@example.org.
10.3 SafePay Wallet
a) Within twago safePay, a digital wallet (safePay-Wallet) will be assigned to every project, on which the client can deposit the project sum – or parts thereof –. Making a deposit will be possible at any time. The safePay-Wallet is an e-money account which is held by MangoPay, S.A. The client undertakes not to have any deposited amounts being reversed. Overpayments will be credited to the client at the end of the project to the payment source used to make the deposit.
b) It is not possible to pay the project sum directly to the contractor’s twago-Wallet (see § 10.3) under circumvention of making a deposit to the safePay-Wallet assigned to the respective project.
MangoPay S.A. is an electronic money institution within the meaning of the Payment Services Supervision Act (Zahlungsdiensteaufsichtsgesetz, ZAG) and is therefore obliged under the Money Laundering Act (Geldwäschegesetz, AMLA) to identify contractual partners. On behalf of MangoPay S.A., twago requests documents from users of twago safePay S.A. for identification, including a digital copy of their ID or passport, and forwards them to MangoPay S.A.. The data is not stored on twago. The user's participation in the identification is a prerequisite for the use of twago safePay.
10.5 twago Wallet
Every contractor receives its own personal digital wallet (twago-Wallet), from which the contractor can, if it holds funds, initiate payments to the bank account specified by the contractor. The twago-Wallet is an e-money account held by MangoPay, S.A.
10.6 Transferring the project sum from the safePay-Wallet to the twago-Wallet
a) The project sum will be transferred from the escrow account (safePay-Wallet) to the personal wallet of the contractor (twago-Wallet) only if the client has either initiated a part payment to the contractor by pressing the button “Payout Amount” or marked the project as completed by pressing the button “Complete Project”. If the project has been marked as completed, the remaining project sum – after deduction of the fees that are due for payment pursuant to § 9.2 lit. c) (if any) – will be transferred to the twago-Wallet of the contractor. The project sum will also be transferred from the escrow account (safePay-Wallet) to the personal wallet of the contractor (twago-Wallet) if the client, in case of a completion request made by the contractor, 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 contractor by pressing the button „decline, project not yet completed“, the project sum will be transferred to the personal wallet of the contractor (twago-Wallet) automatically at the end of 30 days after the completion request has been made.
b) The fees pursuant to § 9.2 lit. c) will not be deducted from the project sum if the fees have already been transferred by using one of the payment methods mentioned in § 9.2 lit b) and were received by twago or if the twago-Wallet of the contractor still holds sufficient funds, which are used to pay the fees. twago enables the contractor to check the balance amount of its twago-Wallet. The balance information is non-binding, and does not establish an independent claim of the contractor
c) In the event that a dispute occurs between the contractor and the client in connection with the payment processing, both parties may terminate the project (Status “TERMINATED”) or submit a conflict (“FINISH_UNCLEAR). In both cases, twago support will be engaged to resolve the conflict. twago support will contact both sides and try to reach a mutual solution. If there is a written settlement between both parties, twago shall be entitled to transfer the deposited sum, fully or in part, to the twago-Wallet of the contractor or to re-transfer the deposited sum, fully or in part, to the client. Refunds are solely made to the customer's twago wallet, from where the customer can withdraw the money to his/her bank account. The contracting parties shall be granted a 15-day period from receipt of the request for comments and conflict resolution. If one of the parties does not make a statement within the set deadline, twago is entitled to pay the deposited project amount to the other party.
d) Upon approval of the payout, as described in this section, the client will be released from its obligation to pay remuneration to the contractor and the risk of loss shall pass to the contractor.
e) The client shall be entitled to request a refund of funds deposited to the safePay Wallet in the following cases:
- Refund of overpaid amounts: The client has, in connection with a project with a contractor, deposited an amount that exceeds the remuneration owed.
- Refund with the contractor’s consent: The contractor consents to a repayment of the full or partial remuneration amount to the client (e.g., if the parties have settled a conflict pursuant to § 10.6lit c).
- Insolvency of contractor: (a) An application for the opening of insolvency proceedings against the assets of the contractor, or parts thereof, has been filed (§ 102 of the Insolvency Act) and such application has not been filed by the client or (b) insolvency proceedings against the assets of the contractor, or parts thereof, have been opened or have been rejected due to a lack of insolvency assets irrespective of whether the client has filed the application for the opening of insolvency proceedings.
- Termination of business operations: The contractor terminates its business operations or the contractor’s business ceases its operations due to a judicial or administrative order, in particular in the event of a deletion of the contractor’s corporate name by the commercial register or a court.
§ 11 Anti-circumvention provision, exclusivity
11.1 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 § 1.4. The declaration of a lower contractual volume with the intention of lowering the service fee is also considered a contract-breaching circumvention.
11.2 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 email@example.com.
11.3 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.
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 a declaration of the project value.
§ 12 Contract duration / Termination of the user contract
12.1 Contract duration and notice period
The term of the contract depends on the respective membership chosen by the service provider. These can be viewed at https://www.twago.com/pricing/. The user contract is automatically extended by the respective term of the membership if it is not terminated in due form at the respective end of the contract term by observing a period of notice agreed for the respective membership. The respective agreed period of notice can be seen in the user account under the menu item "Membership".
12.2 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:
10969 Berlin, Deutschland
Fax: +49 (0)30 20 16 40 34 - 001 oder
Furthermore, a termination of contract via the menu item “Membership” in the user account is possible.
12.3 Modification of the membership
Contractors can modify the type of membership.
An upgrade to 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 to 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 § 12.1.
12.4 Fee and price modifications by twago
In the case that twago adjusts fee or prices for various types of membership (current listing available under https://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
12.5 Extraordinary termination and blocking access
Both, twago and the 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 ten days after contract conclusion, twago becomes entitled to claim a lump-sum damage payment according to §13, if the user does not meet the due remuneration claims despite reminder and / or violates his obligations according to §§ 2.3, 3.2, 6.1, 6.3, 6.4 6.6 and/or 7 of these GTC. In these cases, twago also becomes entitled to block the user´s access to the platform without terminating the contract. Twago will remove the block if the user proves that the obligations have subsequently been fulfilled and provides credible evidence that a further breach of duty is excluded.
12.6 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 § 12.5. The regulations of § 11 remain unaffected by a contract termination.
§ 13 Consequences of infringement by user
13.1 Lump-sum damage payment
In case of specific infringements as defined in § 12.5 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.
13.2 Amount of the lump-sum payment
The amount of the lump-sum according to § 13.1 amounts to the triple of the service fee as calculated according to § 1.4 if the user infringes the circumvention prohibition of § 11.1 – 11.3. 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 § 13.1 amounts to 500,00 EUR if the user infringes the following:
- prohibition to make fake offers and bids according to § 6.2.
- prohibition of re-registering after termination, resp. blocking by twago according to § 11, 12.6.
- prohibition to create more than one account as a client and/or service provider according to § 2.1
§ 14 Warranty and liability
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.
14.2 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.
§ 15 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.
§ 16 Final provisions
16.1 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).
16.2 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.
16.3 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.