§ 1 Scope of application
The following general terms and conditions apply to all legaltransactions of the service company MAKEITFUTURE – hereinafter referred to asservice provider – with its contractual partner – hereinafter referred to asclient.
Insofar as individual contractual provisions exist which deviate fromor contradict the provisions of these General Terms and Conditions, theindividual contractual provisions shall take precedence.
§ 2 Subject matter of the contract
2.1 The contracting parties agree on the cooperation for automation ofAPI interfaces by means of iPaaS platforms and various development services(API, web and low-code), which are defined in the order before the start ofservices. An employment contract is not intended by the Parties and is notestablished.
2.2 The Service Provider itself shall be responsible for socialsecurity contributions or tax matters and shall indemnify the Client againstany 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 byplacing a service customer order (order) by the client (offer) and itsacceptance by the service provider MAKEITFUTURE. The client is bound to theissuance of the customer order (offer) for two weeks.
3.2 The subject of the contract or the exact task description isdescribed in the written order.
3.3 Unless otherwise expressly agreed, offers are subject to changeand are valid for two weeks after the date of the offer. The customer is boundto a placed order for four weeks, if no acceptance is received from MAKEITFUTURE,the order is invalid after the four weeks. An order is only considered acceptedwhen it has been confirmed in writing, when we have sent an order confirmationby e-mail or when we have started delivery within this period.
3.4 The conclusion of the contract shall be subject to correct andtimely delivery by our suppliers. This shall only apply in the event that weare not responsible for the non-delivery, in particular in the event of theconclusion of a congruent hedging transaction with our (software) supplier andservice providers. We expressly do not assume any procurement risk if we haveconcluded a procurement contract or service contract for the owed service withour supplier. The customer will be informed immediately about theunavailability of the service. The consideration shall be refunded withoutdelay.
3.5 Subsequent changes at the instigation of the customer shall becharged to the customer.
3.6 Cost estimates and offers are non-binding. If we realize duringthe execution of the order that the estimated costs will increase by more than20%, we shall immediately stop the work and inform the customer thereof. At thesame time, we will provide the customer with an estimate of the costs that arenow expected to be necessary. The customer then has the right to decide whetherthe order is to be terminated with payment or continued. If the order iscancelled, the services and deliveries provided up to that point will be paidfor. 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 thisrespect, a notice period of four weeks to the end of the month is agreed,unless other individual contractual notice periods have been agreed. The workperformed by MAKEITFUTURE until the termination shall be paid by the Customer.
4.3 Termination without notice for good cause is possible. Animportant reason is, for example, if the Customer is in default with a duepayment 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 insolvencyproceedings has already been filed.
§ 5 Scope of services, obligations of the contractual partners
5.1 The services to be provided by the service provider generallycomprise the tasks listed in detail, in accordance with the order placed by theclient.
5.2 The service provider shall inform the client periodically aboutthe results of its activities. The Parties may agree in the Contract on aschedule for the provision of services and a scheduled end date for thecompletion of services.
5.3 If it is actually not possible for the Service Provider to performan order as owed under the Contract, the Service Provider shall notify theClient thereof without undue delay. If the performance is not possible becausethird parties (API, software, changed framework conditions) do not allow thistechnically, there shall be no obligation to deliver. Consequently, shouldoffer or invoice items not be technically feasible in the software provided bythe customer or by MAKEITFUTURE, no performance obligations will be made.Efforts and project times of MAKEITFUTURE, are to be paid separately by thecustomer.
5.4 The parties shall endeavor to support the contractual partner inthe performance of the respective obligation to the best of their knowledge andbelief by providing information, information or experience in order to ensure asmooth and efficient workflow for both parties.
5.5 Each of the contractual partners may request changes to the agreedscope of services from the other contractual partner in writing. Upon receiptof a change request, the Recipient shall examine whether and on what terms thechange is feasible and shall promptly notify the requestor in writing of itsapproval or rejection and, if necessary, provide reasons. If a change requestfrom the Client requires extensive review, the review effort for this may becharged by the Service Provider upon prior notice if the Client neverthelessinsists on review of the change request.
If necessary, the contractual adjustments to the agreed conditions andservices required for a review and/or an amendment shall be set out in writingin an amendment agreement and shall come into effect in accordance with theseGeneral Terms and Conditions.
5.6 Transfer of rights of use
5.6.1 In the absence of other agreements, the Customer shall receive asimple right of use for use on iPaaS or cloud environments for servicesprovided within the scope of automation services (in particular softwaredevelopment, process automation and development, and programming of APIs). Alldesigns, final artwork, source codes, as well as created software are subjectto copyright law, also as partial services of a service, and remain as createdproperty of MAKEITFUTURE.
5.6.2 Further rights, in particular to reproduce the created softwarebeyond the extent necessary for the contractual use, are granted. There is alsono right to modify the software, unless the modification is necessary to removedefects. This right of modification shall only apply if attempts of subsequentperformance on the part of MAKEITFUTURE have either been rejected by MAKEITFUTUREor have failed.
5.6.3 The transfer of granted rights of use to third parties requiresthe written consent of MAKEITFUTURE. MAKEITFUTURE is entitled to informationabout the extent of the usage.
5.6.4 The customer has no right to be provided with raw data or sourcecodes.
5.6.5 The right to use the services of MAKEITFUTURE within the agreedscope is acquired by the customer with the complete and unconditional paymentof the agreed fee.
5.6.6 We are exclusively entitled to all rights going beyond theaforementioned granting of rights, be it copyrights, industrial property rightsor other rights.
5.6.7 If the subject of our performance is the delivery of third-partysoftware, the customer shall be obligated to inform himself about themanufacturer’s license terms and to comply with them as well as to comply withdata protection agreements when processing data.
5.6.8. process automation on iPaaS, should not other regulations applyon the part of the platform provider, MAKEITFUTURE receives the intellectualproperty of the automated processes of the service. The client needs theconsent of the service provider for customization, sale and disclosure to thirdparties. Ownership of the processes may be acquired by the Client for a fee tobe negotiated individually.
5.6.9 Makeitfuture SRL keeps open to sell process source code,drawings and process chains (Integromat; Scenarios and Apps, Zapier; Zaps andApps, Power Automate; Flows and Apps, Workato, Pipedream or any other sourcecode or process automation and all other process chains) of the automation tothird party companies.
5.7.1 The parties agree that both within the scope of the service andwithin the scope of the error reporting/detection, priority shall be given to aticket system. For this purpose, processes with external interfaces may bemonitored and deactivated/activated.
5.7.2 We may carry out work that has not been agreed in advance if thecustomer cannot be reached at short notice and the work is necessary to achievethe purpose for which the order was placed and the total costs do not increaseby 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 applywithout restriction, these are to be accepted by the client beforehand. MAKEITFUTUREacts here only as a vicarious agent.
5.7.4 MAKEITFUTURE is entitled to engage subcontractors for thefulfillment 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 providethe required functionality, endpoints or services, MAKEITFUTURE is not obligedto implement the functions and no delivery obligation arises.
§ 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 inthe confirmation, set forth in our respective current price list for services. MAKEITFUTUREmay inform about price changes in text form, the price changes shall be deemedto be accepted if no objection is made within 7 working days after sending thechanges.
6.2 MAKEITFUTURE is entitled to invoice partial services. Furthermore,an advance payment of 50% of the order amount may be estimated when placing theorder. Only after payment of the advance MAKEITFUTURE will start with theservice. After completion, another 50% of the order sum will be due andcharged, unless another invoicing has been agreed upon in the contract or theorder volume has changed in the course of the service.
6.2.1 Quoted estimated prices for services on a time basis, inparticular in cost estimates, are non-binding. The quantity estimates on whichan estimate is based are based on an evaluation of the scope of servicescarried out to the best of our knowledge.
6.3 Sales tax shall be invoiced at the sales tax rate applicable atthe time of performance. Regardless of the subject matter of the contract,claims of MAKEITFUTURE, can be fulfilled by bank transfer to the businessaccount or Stripe of MAKEITFUTURE, stating the respective order or invoicenumber. Other methods of payment, in particular cash, bills of exchange, goodsin kind, credit balances or assignment of claims to third parties will not beaccepted.
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, theservice provider is entitled to claim default interest. Default interest shallbe charged at the statutory rate. The right to claim further damages remainsunaffected.
6.5 Discounts are not granted and will be subsequently charged in anycase.
6.6 The respective hourly rates are to be understood at the place ofbusiness in Gießen. Travel expenses shall be reimbursed by the Customer ifemployees of MAKEITFUTURE undertake business trips that are requested orapproved by the Customer in each case. Travel expenses include in particulartravel 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 grossnegligence in accordance with the statutory provisions. The liability of theAgency for any damage resulting from one or more breaches of duty shall belimited to an amount of € 10,000.00. Anyliability for indirect and/or consequential damages, in particular for loss ofprofit or loss of production, is expressly excluded. The Agency shall be liablewithout limitation in the event of intent, gross negligence and culpable injuryto life, body or health.
7.2 The provision of the preceding paragraph (7.1) extends to damagesin addition to performance, damages in lieu of performance and claims forreimbursement of futile expenses, regardless of the legal basis, includingliability 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 serviceproviders, in particular the software providers and applications that areabsolutely necessary for the provision of the service.
7.4 The Fair Development Policy applies to the service provided by MAKEITFUTURE.
§ 8 Naming of the Customer and the Service
8.1 The Customer agrees to be named as a customer of MAKEITFUTUREafter the order has been placed. Furthermore, the Customer allows MAKEITFUTUREto name the Customer as a reference customer after successful completion of theservice. MAKEITFUTURE is also entitled to use the Client’s logo on the MAKEITFUTUREwebsite and in marketing materials. The client also agrees to cooperate in thepreparation of a case study and to act as a reference contact afterconsultation on a case-by-case basis. The client may revoke his consent to thereferencing at any time. (contact@Makeitfuture.com)
§ 9 General
9.1 Should one or more of the above conditions be invalid or contain aloophole, the remaining conditions shall remain unaffected.
9.2 Agreements deviating from or additional to the above provisionsshall only be effective in the form of a written supplementary agreement to thecontract concluded by the parties in which reference is made to the amendedterms and conditions. Any waiver of this written form requirement must also bein writing.
9.3 The sole place of jurisdiction for all disputes arising from thecontractual relationship and its validity shall be, at our discretion, ourregistered office in Giessen, if the customer is a registered trader, a legalentity under public law or a special fund under public law or has itsregistered office abroad.
9.4 The business relationship between the parties shall be governedexclusively by German law.
If the customer does not have a general place of jurisdiction inGermany or in another EU member state, the exclusive place of jurisdiction forall disputes arising from this contract shall be our registered office (35398Gießen).