Terms of Engagement

1. Collaboration

1.1 The parties shall cooperate in a spirit of trust and shall inform each other immediately in the event of deviations from the agreed procedure or doubts as to the correctness of the other’s approach.

1.2 If the customer recognises that his own information and requirements are incorrect, incomplete, ambiguous or not feasible, he must immediately inform Julian Caspary, trading as jumoca (hereinafter referred to as “jumoca”) of this and of the consequences recognisable to him.

1.3 The contracting parties shall name each other the contact persons and respective deputies responsible for leading the implementation of the contractual relationship responsibly and expertly on their behalf.

1.4 The parties must notify each other of any changes of contact people without delay. Until such notification is received, the previously named contact persons and/or their deputies shall be deemed to be entitled to make and receive declarations within the scope of their previous power of representation.

1.5 The contact people communicate at regular intervals on progress and obstacles in the implementation of the contract, to be able to intervene in the implementation of the contract in a guiding manner if necessary.

1.6 jumoca will draw up minutes of the exchange of information in meetings with the customer. The minutes must be sent to the customer. In the event of contrary views, the customer has the right to have his opinion recorded in the minutes. This right must be exercised no later than one week after receipt of the minutes.

2. Customer’s Obligations to Cooperate

2.1 The customer supports jumoca in the performance of its contractually owed services. This includes in particular the timely provision of information, data material, hardware and software, insofar as the customer’s cooperation is required to gather these resources. The customer will instruct jumoca in detail regarding the services to be provided.

2.2 The customer shall provide the necessary number of its own employees to allow for the performance of the contractual relationship.

2.3 If the customer has undertaken to procure materials for jumoca as part of the performance of the contract, the customer shall make them available immediately and in a common, directly usable and, if possible, digital format. If it is necessary to convert the material provided by the customer into another format, the customer will bear the costs incurred for this. The customer ensures that jumoca receives the rights necessary to use these materials.

2.4 The customer shall carry out acts of cooperation at his own expense.

3. Involvement of Third Parties

The customer must be responsible for third parties who act for the customer in jumoca’s area of activity at the instigation or with the toleration of the customer, as for vicarious agents. jumoca is not responsible to the customer if, due to the conduct of one of the aforementioned third parties, the contractual obligations towards the customer cannot be fulfilled in whole or in part, or cannot be fulfilled in a timely manner.

4. Dates

4.1 Appointments for the provision of services may only be agreed on the part of jumoca by the contact person.

4.2 The contracting parties shall set dates in writing if possible. Deadlines for non-compliance with which a contracting party is in default without a reminder pursuant to Section 286 (2) of the German Civil Code (binding deadlines) must always be specified in writing and designated as binding.

4.3 jumoca is not responsible for delays in performance due to force majeure (e.g. strike, lockout, official orders, general disruptions to telecommunications, etc.) and circumstances in the customer’s area of responsibility (e.g. failure to provide cooperation services in time, delays due to third parties attributable to the customer, etc.); these entitle jumoca to suspend the provision of the affected services for the duration of the hindrance plus a reasonable start-up time. The customer will be informed of the delay.

5. Change in Services

5.1 If the customer wishes to change the contractually determined scope of the services to be provided by jumoca, he shall express this request for change to jumoca in writing. However, changes to services can also be implied by the customer. If, due to the scope of the desired change or the circumstances of the project, the following provisions are not followed, billing will be made either according to the agreements made between the parties on daily rates or according to the usual remuneration of jumoca.

5.2 jumoca will check what effects the desired change will have, in particular regarding remuneration, additional expenses and deadlines. If jumoca recognises that services to be provided cannot be performed, or can only be performed with a delay, due to the inspection, jumoca shall inform the customer of this. If the customer agrees to this postponement, the check will be carried out. The customer is allowed to withdraw his change request at any time.

5.3 After reviewing the change request, jumoca will explain to the customer the effects of the change request on the agreements made. The statement contains either a detailed proposal for the implementation of the change request or information on why the change request cannot be implemented.

5.4 The contracting parties shall immediately agree on the content of a proposal for the implementation of the amendment request and shall attach the result of a successful vote to the text of the agreement to which the amendment relates as a supplementary agreement, or otherwise document it in writing. The documentation can also be implied by acting in accordance with the desired change.

5.5 If an agreement is not reached, or if the amendment procedure ends for any other reason, the original scope of services remains. The same applies if the customer does not agree to a postponement of the services to further carry out the examination pursuant to paragraph 2.

5.6 The dates affected by the amendment procedure will be postponed considering the duration of the examination, the duration of the vote on the proposed amendment and, if applicable, the duration of the change requests to be carried out, plus a reasonable start-up period if necessary.

5.7 The customer must bear the expenses arising from the request for change. This includes in particular the examination of the change request, the preparation of a change proposal and any downtimes. In the event that an agreement has been reached between the parties on daily rates, the expenses will be calculated according to these, otherwise according to jumoca’s usual remuneration.

5.8 jumoca is entitled to change or deviate from the services to be provided under the contract if the change or deviation is reasonable for the customer, taking into account jumoca’s interests.

6. Remuneration

6.1 The customer shall bear all expenses such as travel and accommodation expenses, expenses and third-party remuneration claims arising in the context of the performance of the contract, against proof and in accordance with the tax guidelines. Travel time is working time. For the processing of orders with third parties (e.g. text and image design, etc.), the costs of which are passed on directly to the customer, jumoca charges a handling fee of 15 %.

6.2 jumoca’s remuneration is generally based on time spent or on a previously agreed fixed price. The remuneration for the time spent is determined by the applicable remuneration rates of jumoca, unless otherwise agreed. jumoca is entitled to change or supplement the remuneration rates on which the agreements are based at its equitable discretion (§ 315 German Civil Code). Prepared cost estimates or budget plans are non-binding. When placing an order with a fixed price, the following payment methods are agreed: 50 % of the total fixed price when the order is placed, 40 % of the total fixed price when handing over the system for the handover test (handover meeting), 10 % of the total fixed price and the possible variable costs (e.g. additional work, travel expenses, expenses) after acceptance.

6.3 If the parties have not reached an agreement on the remuneration of a service provided by jumoca, the provision of which the customer was entitled to expect under the circumstances only in return for remuneration, the customer shall pay the remuneration customary for this service. In case of doubt, the remuneration rates demanded by jumoca for its services are considered customary.

6.4 All contractually agreed remuneration is subject to statutory value added tax.

7. Rights

7.1 jumoca grants the customer the non-exclusive, spatially, temporally and extensively unrestricted right to use these services in accordance with the contract. If software is the subject of the services, §§ 69 d and e UrhG apply.

7.2 Any further use than described in paragraph 1 is not permitted.

7.3 Until full payment of remuneration, the customer is only permitted to use the services provided on a revocable basis. jumoca may revoke the use of such services, the payment of which the customer is in arrears, for the duration of the delay.

8. Infringements of Intellectual Property Rights

8.1 jumoca shall indemnify the customer at its own expense against all claims by third parties arising from infringements of intellectual property rights (patents, licences and other property rights). The customer will inform jumoca immediately about the asserted claims of third parties. If the customer does not inform jumoca immediately about the claims asserted, the indemnification claim expires.

8.2 In the event of infringements of intellectual property rights, jumoca may, at its own discretion and at its own expense, make changes to the affected service after prior consultation with the customer which, while safeguarding the interests of the customer, ensure that an infringement of intellectual property rights no longer exists, or acquire the necessary rights of use for the customer.

9. Withdrawal

The customer can only withdraw from the contract due to a breach of duty that does not consist of a defect in the purchased item or the work if jumoca is responsible for this breach of duty.

10. Liability

10.1 jumoca is liable for intent and gross negligence. jumoca is only liable for slight negligence in the event of a breach of a material contractual obligation (cardinal obligation) as well as in the event of damage resulting from injury to life, limb or health.

10.2 In the event of slight negligence, liability is limited to the amount of foreseeable damage that must typically be expected. In any case, the liability is limited to EUR 300.00 (in words: three hundred euros).

10.3 jumoca shall not be liable for the loss of data and/or programs to the extent that the damage is due to the fact that the customer has failed to perform data backups and thus ensure that lost data can be restored with reasonable effort. jumoca is also not liable for damages resulting from data loss intentionally caused by third parties (hacker attacks), unless the success of the attack is due to at least grossly negligent conduct on the part of jumoca or such liability has been contractually agreed. Liability for damage resulting from the use of services of third parties who themselves become victims of such an attack is also excluded.

10.4 These regulations also apply to the benefit of vicarious agents of jumoca.

11. Prohibition of Poaching

The customer undertakes not to poach or employ any jumoca employees without jumoca’s consent during the duration of the cooperation between the parties and for a period of one year thereafter. For each case of culpable infringement, the customer undertakes to pay a contractual penalty to be determined by jumoca and, in the event of a dispute, to be reviewed by the competent court.

12. Confidentiality

12.1 The documents, knowledge and experience provided to the other party may be used exclusively for the purposes of this contract and may not be made available to third parties, unless they are intended to be made available to third parties or are already known to the third party. Third parties are not the auxiliary people called in for the performance of the contractual relationship, such as freelancers, subcontractors, etc.

12.2 In addition, the contracting parties agree to maintain confidentiality regarding the content of this agreement and the knowledge gained during its execution.

12.3 The obligation of confidentiality shall also apply after the termination of the contractual relationship.

12.4 A contracting party can request the documents handed over by it (e.g. strategy papers, briefing documents, etc.) to be returned to it after termination of the contractual relationship, provided that the other contracting party cannot assert a legitimate interest in these documents.

13. Conciliation

13.1 In the event of any differences of opinion arising from or in connection with this contractual relationship, the parties shall first try to find a solution through an in-depth discussion between the contact persons.

13.2 Differences of opinion that cannot be resolved by the parties shall be settled by arbitration proceedings. If a party refuses to conduct a conciliation procedure, it can take legal action if it has previously notified the other party in writing.

13.3 In order to conduct a conciliation procedure, the parties will call upon the conciliation board of the Federal Association of the Digital Economy, Kaistraße 14 in 40221 Düsseldorf, with the aim of settling the difference of opinion in whole or in part, provisionally or definitively, in accordance with its conciliation rules.

13.4 In order to facilitate conciliation, the parties mutually waive the plea of limitation for all claims arising from the disputed facts of life from the time of the application for conciliation until one month after the end of the conciliation proceedings. The waiver has the effect of suspending the limitation period.

13.5 The dates affected by the conciliation procedure, including the preceding discussion between the contact persons, will be postponed if necessary, taking into account the duration of the conciliation and, if applicable, the duration of the conciliation results to be carried out, plus a reasonable start-up period.

14. Miscellaneous

14.1 The assignment of claims is only permissible with the prior written consent of the other contracting party. Consent may not be unreasonably withheld. The provision of § 354a of the German Commercial Code remains unaffected by this.

14.2 A right of retention can only be asserted on the basis of counterclaims arising from the respective contractual relationship.

14.3 The contracting parties may only offset claims that have been legally established or are undisputed.

14.4 jumoca may name the customer as a reference customer on its website or in other media. jumoca may also publicly reproduce or refer to the services provided for demonstration purposes, unless the customer can assert a conflicting legitimate interest.

15. Final Provisions

15.1 All changes and additions to contractual agreements must be recorded in writing for verification purposes. Notices of termination must be made in writing. Reports that must be made in writing can also be made by e-mail.

15.2 Should individual provisions of the parties’ agreements be or become invalid in whole or in part, the validity of the remaining provisions is not affected. In this case, the parties will replace the invalid provision with a valid provision that comes as close as possible to the economic purpose of the invalid provision. The same applies to any gaps in the agreements.

15.3 General terms and conditions of the customer do not become part of the contract.

15.4 The law of the Federal Republic of Germany shall apply, to the exclusion of private international law and the UN Convention on Contracts for the International Sale of Goods.

15.5 The exclusive place of jurisdiction for all legal disputes arising out of or in connection with this contract is the registered office of jumoca.