General Terms and Conditions for the processing of payments using the twago online platform (escrow service conditions twago safePay)

• The escrow service conditions apply to all escrow services offered by twago in conjunction with the processing of payments for projects of which users avail themselves on the online platform in the course of their membership. The General Terms and Conditions for use of the twago online platform also apply in a supplementary capacity.

• The escrow service conditions are deemed to have been agreed between twago and a user as soon as the user has given one-off consent to their application via the online platform.

• The return of excess payments: In the context of a project with a service provider the buyer has deposited a higher amount than has been agreed upon.

• Repayment with the consent of the service provider: The service provider consents to the repayment to the buyer of the entire sum of the remuneration or a proportion thereof (e.g. in the event of mutual consent by both parties as defined in §3).

• Bankruptcy of the service provider: (a) A petition is filed for the instigation of insolvency proceedings in respect of the assets or a part thereof of the service provider (§102 InsO [German Insolvency Ordinance]), where it is not the buyer who has filed the petition, or (b) insolvency proceedings have been instigated in respect of the assets or a part thereof of the service provider, or a petition for the instigation of such insolvency proceedings has been rejected on the grounds of insufficient assets, in which case it is immaterial whether or not the petition was filed by the buyer.

• The service provider ceases to operate: The service provider ceases to operate or his business activities are suspended by court order or official decree, with particular reference to deletion of the service provider's company by the Register of Companies or a court of law.

The buyer shall undertake to release the funds for withdrawal and, to this end, to submit a status notification to twago to the effect that the project has been “completed” as and when the service provider has fulfilled his obligations arising out of the service contract.

The buyer shall undertake to notify twago without delay of any changes to his contact details.

• The buyer submits a status notification to the effect that the project has been "completed".

• The service provider submits a status notification to the effect that the project has been "completed", and the buyer confirms this within 30 days of this notification.

• The service provider submits a status notification to the effect that the project has been "completed", and the buyer does not contradict this within 30 days of the notification.

In the following cases, the funds are deemed not to have been released for withdrawal:

• The buyer or provider submits a status notification to the effect that the project has been "cancelled".

• The service provider submits a status notification to the effect that the project has been "completed", and the buyer contradicts this notification within 30 days.

If the funds have not been released for withdrawal, the service provider can insist on withdrawal of the entire payment, or a part thereof, as and when the parties have reached agreement as defined in §3 and both parties present this agreement to twago.

Upon release of the funds for withdrawal, the buyer is discharged of his obligation to make payment to the service provider, and the risk of loss passes over to the service provider.

• If the funds have not been released for withdrawal for reasons set forth in §3 (3), an agreement phase then begins in which the users involved should seek extrajudicial or judicial clarification of the status of the claim. Subject to the regulations in §2 (3) to (5), in this phase, the funds in the escrow account will not be withdrawn by any one of the users involved.

• As a matter of principle twago can (and will) not represent the users and will for this reason become involved and make proposals for agreement only if an agreement between the users appears desirable in view of the case in question or there are good reasons to assume that the process can be concluded with an agreement, particularly if one of the parties involved has expressed a desire for negotiations.

• On the express wish of both the users involved, twago will assist in the negotiations through assuming the role of mediator or providing the users with the required objective support.

In the event that the funds for remuneration have been released for withdrawal (§2 (3)) or the buyer has a claim to the repayment thereof (§2 (2)), the funds will remain in the escrow account until such time as the service provider – or, in the case of repayment, the buyer – gives twago an instruction to withdraw or repay the funds. Depending on the instructions given by the user, the funds will either

• Be transferred from the escrow account to an account to be nominated by the user, or

• Be initially credited to a twago bank account, from which the user can access the funds at any time using one of the payment management services embedded in the online platform (e.g. Paypal, Moneybookers). To this end, upon signing this contract the user grants twago the irrevocable right to take receipt of the corresponding funds from the escrow account in one of twago’s own bank accounts.

• The service provider shall undertake to pay an escrow service charge for each use of twago’s escrow service. The escrow service charge becomes due for payment as and when a service contract between service provider and buyer comes into force and the service provider consents to the processing of a sum for remuneration using the escrow service.

• If twago should, on the express wish of both users, act as a mediator in pursuance of §3 (3), each of the users involved shall undertake to pay a mediation fee to twago. The mediation fee is due for payment only when the two users involved have granted their consent to twago's assumption of the role of mediator.

• Insofar as charges due for payment cannot be debited from the user balance of the user upon signing this contract, the user grants twago the irrevocable right to deduct charges from funds released for withdrawal or, as the case may be, for repayment and to debit the escrow account for this purpose. twago reserves the right instead to demand the payment of due charges directly from the user.

• The amount of the charge corresponds to a percentage of the sum order total agreed between service provider and buyer in the course of conclusion of the service contract. Any subsequent reductions in the order amount – regardless of reason – will not affect the amount of the charges. For the charges currently in force please consult our price list.

Inasmuch as the buyer makes use of the escrow service for a purpose which may be assigned to neither his commercial nor his self-employed professional activities, the following right of revocation will apply to him:

Instruction on right of revocation:

You may, within 14 days and without any requirement to state reasons, revoke your contractual statement in writing (e.g. by letter, fax, e-mail). The period of notice begins after receipt of this instruction in written form, not however before the conclusion of the contract and also not before our duties of information pursuant to Article 246 § 2, in combination with § 1 (1) and (2) EGBGB (Act introducing the German Civil Code) and our obligations pursuant to § 312e (1) (1) BGB, in combination with Article 246 § 3 EGBGB, have been fulfilled. The period of notice of revocation will be deemed to have been adhered to as long as the notice of revocation has been despatched within said period. The notice of revocation is to be sent to:

Team2Venture GmbH, Rosenthaler Straße 51, 10178 Berlin, Germany
Fax: +49 30 25041499 or e-Mail: support@twago.com

Consequences of revocation

In the event of effective revocation, the services received by either party will be returned and any benefits that may have been accrued (e.g. interest payments) released. This may consequently oblige you nonetheless to fulfil the contractual payment obligations for the period up to the revocation. If you are unable to return the rendered service either in full or in part, or only in deteriorated condition, you may be liable to pay compensation in this respect. Your right of revocation will expire prematurely if the contract has been fulfilled by both parties at your express request before you have exercised said right. Any obligations to refund payments must be fulfilled within 30 days. The period of notice begins for you with the dispatch of your notice of revocation, for us with the receipt thereof.

End of the instruction on revocation