Terms & Conditions

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

Effective: 11.07.2020  

  

Preamble  

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.  

  

Contents  

1. User contract 

2. Account and user profile 

3. Service contracts 

4. Service Contracts for hourly based projects 

5. Use of the online platform – in general 

6. Trade and economic sanctions 

7. Granting of rights 

8. Billing, payment terms and twago Credits 

9. twago safePay, contract with external service provider Mangopay S.A. 

10. Anti-circumvention provision, exclusivity 

11. Contract duration / termination 

12. Consequences of infringement by user 

13. Warranty and liability 

14. Extra-judicial settlement

15. 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  

Solely contractors and clients, 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 fulfil 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 support@twago.com. 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 support@twago.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 support@twago.com.  

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.com/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 support@twago.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 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  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.  

  

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 fulfilment has never been intended as supposed  clients or supposed contractors.  

  

5.3 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.  

  

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 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.  

  

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.  

  

§ 6 Trade and economic sanctions  

6.1 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.    

6.2 Blocking access  

Twago is entitled to block the user's access permanently or temporarily if there is a justified  suspicion of a violation of § 6.1. Section 11.5 of these terms and conditions shall apply.   

§ 7 Granting of Rights  

  

7.1 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 fulfilment 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.  

  

7.2 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 § 7.1.  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.  

  

7.3 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.  

  

7.4 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.  

  

§ 8 Billing and payment terms, twago Credits    

8.1 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 their username, invoice number and complete address that an invoice  is sent to them by post within 6 months after issue of the invoice.  

  

8.2 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.  

  

8.3 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.    

8.4 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.  

  

8.5 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. 

  

  

§ 9 twago safePay  

  

9.1 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.  

  

9.2 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 support@twago.com.  

  

9.3 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 § 9.6) under  circumvention of making a deposit to the safePay-Wallet assigned to the respective project.    

9.4 Identification  

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.    

9.5 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.  

  

9.6 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 § 8.2 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 § 8.2 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 § 8.2 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 § 9.6lit 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. 

  

§ 10 Anti-circumvention provision, exclusivity    

10.1 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.  

  

10.2 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.  

  

10.3 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.  

  

10.4 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 a declaration of the project value.  

  

§ 11 Contract duration / Termination of the user contract    

11.1 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".  

  

11.2 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,  

Friedrichstr. 224,  

10969 Berlin, Deutschland  

Fax: +49 (0)30 20 16 40 34 - 001  

Email: support@twago.com 

Furthermore, a termination of contract via the menu item “Membership” in the user account is  possible.  

  

11.3 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 § 11.1.  

  

11.4 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  

  

11.5 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 §12, if the user does not meet the due remuneration claims despite reminder and / or violates his  obligations according to §§ 2.3, 3.2, 5.1, 5.3, 5.4 5.6 and/or 6 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.  

  

11.6 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 § 11.5. The regulations of § 10 remain unaffected by a contract  termination.  

  

§ 12 Consequences of infringement by user    

12.1 Lump-sum damage payment  

In case of specific infringements as defined in § 11.5 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.  

  

12.2 Amount of the lump-sum payment  

The amount of the lump-sum according to § 12.1 amounts to the triple of the service fee as  calculated according to § 1.4 if the user infringes the circumvention prohibition of § 10.1 – 10.3. 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 § 12.1 amounts to 500,00 EUR if the user infringes the following:  

● prohibition to make fake offers and bids according to § 5.2. 

● prohibition of re-registering after termination, resp. blocking by twago according to § 10, 11.6. ● prohibition to create more than one account as a client and/or service provider according to §  2.1 

  

§ 13 Warranty and liability  

13.1 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.  

  

13.2 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.  

  

§ 14 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.  

  

§ 15 Final provisions  

15.1 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).  

  

15.2 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.  

  

15.3 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.