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General Terms and Conditions of Spaceteams GmbH

These general General Terms and Conditions (GTC) shall apply to the contracts concluded between Spaceteams GmbH (hereinafter: Spaceteams), Eifflerstr. 43, 22769 Hamburg, represented by the managing director Olaf Gunkel and its contractual partners (hereinafter: clients), (together also: parties), unless explicitly agreed otherwise in writing.

1. General provisions

1.1 Spaceteams provides all services to the customer exclusively on the basis of these GTC. The inclusion of deviating GTC of the client is hereby expressly rejected. Deviations from these GTC require the express written consent of Spaceteams.

1.2 Spaceteams provides the following project-related services for the client: Development of technical architecture, user interface, graphic design, software development, implementation and documentation or separate work (work steps) that make up the process of software development, testing and modification.

1.3 Spaceteams also offers services in connection with the support of project and process management. This includes project-related services in the areas of product development as well as consulting and training during implementation and usage as well as team support.

1.4 As far as service offers of Spaceteams contain provisions that deviate from the following GTC, the individually agreed contractual provisions shall take precedence over these Terms and Conditions.

1.5 These GTC shall only apply to entrepreneurs in accordance with § 14 BGB (German Civil Code), legal entities under public law, special funds under public law and other institutional clients who are not acting for private purposes (and therefore not as consumers in accordance with § 13 BGB).

1.6 These GTC shall also apply to all future transactions with the client arising from the ongoing business relationship, even if no express reference is made to them and their inclusion.

2. Offer, conclusion of contract

2.1 Usually, the contract is concluded via an offer by Spaceteams, in which the relevant service scope and conditions are stated and a corresponding order is placed by the client by accepting the offer. In addition, service contracts can also be concluded in other ways, e.g. via a contract document drawn up for this purpose (all the previously mentioned hereinafter uniformly referred to as "contract documents").

2.2 The content and scope of the services to be carried out by Spaceteams as well as the applicable conditions shall be determined by the offer of Spaceteams and the annexes and attachments referred to therein, whereby documents deposited online for retrieval may also be included in the contract by reference via a link or by naming a URL.

3. Provision of services by Spaceteams

3.1 Unless otherwise stated in the offer or deriving from the type of services to be provided, Spaceteams shall be obliged to perform the contractual services with the care that is customary in the industry, but without any specific success.

3.2 For the provision of services, Spaceteams shall deploy employees who have the necessary professional qualifications and (where relevant) experience in the realisation of corresponding projects and activities. Spaceteams shall only exchange the assigned employees for other employees with comparable qualifications if there is an objective reason or a legitimate interest.

3.3 The client may only demand the replacement of assigned employees of Spaceteams for good reasons.

3.4 Irrespective of any technical specifications of the client regarding specific service contents, the resource planning as well as the organisational and disciplinary management (right of direction and instruction) of the employees deployed by Spaceteams shall remain solely with Spaceteams. In particular, Spaceteams is authorised to decide on the time, place, content and implementation of the activities of the personnel it deploys. The employees of Spaceteams shall at no time become part of the operational or work organisation of the client.

4. Obligations of the client to cooperate

4.1 Responsibility for project organisation and planning lies with the client. The client's project leader shall bear overall responsibility for the professional, on-time and on-budget realisation of a project.

4.2 The client shall ensure that all cooperation efforts which are required for the fulfilment of the agreed services, are provided on time, in full and free of charge for Spaceteams. To this end, the client shall, upon request, inform Spaceteams as comprehensively as possible about the organisational and technical situation of its company and its IT infrastructure and provide information. The client is obliged to cooperate in particular within the framework of a project and its realisation as follows:

a. All necessary questions from Spaceteams employees must be answered completely, accurately and promptly; any questionnaires provided by Spaceteams must be answered comprehensively.

b. The contractual partner is also obliged to inform Spaceteams, without being asked and as early as possible, of any circumstances that may be of significance for the project and its realisation.

4.3 If necessary, the client shall ensure that Spaceteams has access to its communication and data processing systems whereby access shall be provided via an appropriate remote connection.

4.4 All cooperation efforts to be provided by the client are a prerequisite for the contractual provision of services by Spaceteams. If the client does not fulfil these obligations or does not fulfil them in time, any resulting increases in fees or postponements of deadlines shall be borne by the client.

4.5 With regard to provided materials and resources, the client warrants that he is authorised to provide those to Spaceteams and that he has the necessary rights of usage and, if applicable, the rights of processing. The client shall grant Spaceteams the required usage rights for the fulfilment of the contract and shall indemnify Spaceteams against any claims of third parties asserted against Spaceteams on the grounds of an infringement of property rights, copyrights or other rights, including the costs of legal action. The client shall inform Spaceteams about any special conditions, e.g. licence agreements for software provided to Spaceteams, which must be complied with by Spaceteams when providing the service.

4.6 If the client provides Spaceteams with contents and materials that are placed on or implemented in an online platform, app or other electronic media, the client shall be solely responsible for the compliance of these materials with all applicable laws and third party rights. Furthermore, Spaceteams shall not be responsible for checking compliance with applicable laws or regulations with regard to the business transactions of the client to which the services to be provided by Spaceteams relate, nor for checking the data provided by the client for the provision of services or to be processed by means of the services provided by Spaceteams for accuracy, completeness, integrity or authenticity.

5. Remuneration, invoicing, payment

A. Services provided by Spaceteams shall be invoiced to the client as follows:

5.1 According to the time and effort incurred and documented in the form of a performance record. The hourly rate is specified in the respective offer and is agreed individually. Invoicing shall be based on a quarter of an hour in accordance with the performance record.

5.2 The working hours on which the performance record is based shall be documented by Spaceteams and contain a list of the work performed, stating the type and manner with the date of the activity, the time spent (in hours) and a description of the activities in bullet points.

5.3 Spaceteams shall keep a corresponding record of the services performed and the time spent on them, which can be viewed or requested by the client at any time.

B. Additional costs

Insofar as any travel activities on the part of Spaceteams are required and authorised by the client, Spaceteams may invoice travel and accommodation costs as follows:

Transfer journeys: Transfer journeys by public transport at cost, in exceptional cases, transfer journeys by taxi at cost

Rail: 2nd class or 1st class rail travel, up to a maximum of € 300,- (net) for a return journey or higher costs subject to prior approval by the client

Flight: Economy class flights for return journeys at cost, up to a maximum of € 500,- (net) or higher costs subject to prior approval by the client

Rental cars: At cost (car class: compact or small car)

Private car kilometre allowance: 0,35 € (net) per km

Hotel accommodation: Overnight stays including breakfast up to a maximum of € 120,- (net) or higher costs after prior approval by the client

C. Miscellaneous

5.4 Travelling times can be invoiced by Spaceteams at 50% of the net hourly rate plus VAT. If work is carried out during the journey without disruption (e.g. interruption of the internet connection, interruption of work), the working time will be charged at 100% of the net hourly rate (instead of 50%).

5.5 Unless explicitly stated otherwise, all prices are subject to VAT at the applicable rate. The services provided shall be invoiced monthly in arrears. Invoices may be sent to the client electronically.

5.6 Invoices are due for payment within 14 days of receipt and are payable without deduction. Spaceteams shall enclose with the respective invoice the documentation described in clauses 5.1 and 5.2 regarding the work performed by its employees. Each team shall submit a written monthly report (also referred to as a performance record), which clearly states the activities of the employees and the time spent on them.

5.7 Invoices submitted without the underlying performance record or without the underlying travel expense receipts shall be deemed not to have been submitted. Spaceteams is obliged to issue invoices that fulfil the requirements of § 14 para. 4 UStG (Value Added Tax Act).

5.8 The client shall be in default of payment without the need for a further request for payment or reminder if they fail to pay within 14 days of receipt of the invoice. In the event of default, Spaceteams shall be entitled to suspend work on the project until settlement or to refrain from commencing the provision of further services. In this case, Spaceteams shall inform the client in writing in advance.

5.9 If the client is in default with the payment of due claims, Spaceteams shall be entitled to claim default interest in the amount of 9% percentage points above the base interest rate according to § 288 para. 2 BGB per year.

6. Performance impediments, default, force majeure

6.1 Spaceteams shall only be in default of performance if certain completion dates have been agreed as fixed deadlines and Spaceteams is responsible for the delay. In particular, Spaceteams shall not be responsible for cases of force majeure (e.g. war, strike, lockout, riots, official orders, storms, floods, natural disasters, epidemics, pandemics, water ingress, power failures, system failures on the Internet, interruption or destruction of data-carrying or telecommunication lines, illegal activities of third parties on the Internet or sabotage by malware) and other events which were not foreseeable at the time of conclusion of the contract and which make the agreed service impossible or unreasonably difficult for Spaceteams, at least temporarily.

6.2 The exemption from the obligation of performance shall also apply in the event of delays due to circumstances within the client's control, e.g. failure to fulfil obligations to cooperate in good time. The exemption from the obligation of performance shall apply for the duration of the hindrance plus a reasonable start-up period. If the hindrance lasts longer than three months, both parties shall be entitled to terminate the contract after the expiry of a reasonable grace period. However, claims for damages against Spaceteams are excluded in this case.

6.3 The assertion of rights or claims due to delay presupposes that the client has initially set Spaceteams a reasonable grace period after the occurrence of a delay, unless such a grace period would be unreasonable for the client, taking into account the circumstances of the individual case.

7. Liability/Compensation for damages

7.1 Spaceteams shall be liable for damages in accordance with the legal regulations for damages caused by intent or gross negligence, for damages resulting from injury to life, limb or health, in the event of the assumption of a guarantee regarding the agreed quality, in the event of fraudulent intent and for damages under the Product Liability Act.

7.2 For damages resulting from a negligent breach of essential contractual obligations or obligations whose fulfilment is essential for the performance of the contract and on whose compliance the client may regularly rely (so-called cardinal obligations), the liability of Spaceteams is limited in amount to foreseeable and typical damages, up to a maximum of the total contractual net remuneration until the occurrence of the damaging event. Foreseeable and typical damages shall also include damages resulting from data loss or breach of data protection obligations.

7.3 The above limitations of liability shall also apply in favour of the employees of Spaceteams, their vicarious agents or other third parties whose services Spaceteams permissibly uses for the performance of the contract.

7.4 All possible claims for damages against Spaceteams shall become time-barred after 3 years at the latest. The limitation period shall commence when the damage becomes recognisable, but at the latest upon completion of the contractual activity.

8. Protection of confidentiality

8.1 Spaceteams and the client shall treat all information and documents brought to their mutual knowledge (regardless of whether they are marked as confidential or not) confidentially (Confidential Information), use them only within the course of the agreed cooperation and not make them accessible to third parties. This also applies in particular to information communicated verbally, especially information disclosed to the other party in joint meetings, project discussions, presentations or on other occasions, including by telephone.

8.2 The parties shall treat the confidential information as strictly secret and confidential. Without the prior consent of the other party in text form, confidential information may neither be disclosed to a third party nor recorded, utilised or otherwise used for other purposes - unless required within the scope of the cooperation. Confidential information may only be copied, reproduced or stored for the purposes necessary for the fulfilment of the task.

8.3 The duty of secrecy and confidentiality shall also apply to the bodies, employees and other vicarious agents of the parties to whom confidential information is or has been disclosed.

8.4 Spaceteams shall be entitled to provide its employees and other vicarious agents with access to confidential information only to the extent necessary for the execution of the order or project and the proper fulfilment of the task. Spaceteams shall ensure that all persons coming into contact with the confidential information are bound to secrecy and confidentiality in the same way by suitable contractual agreements, even after the termination of the respective legal or employment relationship.

8.5 The parties are expressly prohibited from procuring or obtaining trade secrets through reverse engineering. "Reverse engineering" within the meaning of clause 8 is the decoding of business secrets from products, information or objects which the disclosing party has provided to the receiving party or which have otherwise become known or accessible to the receiving party in the course of the performance of the contract, by observing, investigating, dismantling, analysing, testing or similar activities. Statutory minimum rights in relation to software pursuant to Sections 69d, 69e UrhG (Copyright Act) remain unaffected.

8.6 This non-disclosure and confidentiality obligation shall not apply if

8.7 The confidentiality obligation shall apply until the expiry of 2 years from the termination of the contract. For trade secrets whose acquisition and use by, or disclosure to, unauthorised third parties would clearly endanger the existence of the disclosing party (e.g. secret know-how), the confidentiality obligation shall apply for an unlimited period of time. The reverse engineering prohibition pursuant to clause 8.5 shall also apply for an unlimited period of time.

8.8 The details shall be governed by a non-disclosure agreement (NDA) that may be concluded.

9. Data protection

Both parties are obliged to observe and comply with all applicable data protection regulations (BDSG, DSGVO/GDPR, etc.). In the event that Spaceteams processes personal data from the client's area of responsibility in the course of the provision of services or has the mere possibility of access to such data, Spaceteams assumes the role of a so-called processor within the meaning of Article 4 No. 8, Article 28 GDPR. In this case, the parties shall conclude an agreement on order fulfilment in accordance with the relevant data protection laws prior to implementation.

10. Usage rights

10.1 Spaceteams shall grant the client the following rights to the work results created for the client within the scope of the contractual service provision:

a. The client shall receive the exclusive, transferable and sub-licensable usage rights to work results created individually for the client, insofar as this is legally permissible and nothing else is stated in the offer;

b. For all other work results, the client shall receive the simple right of use, unlimited in time and space, bound in terms of content to the purposes of the contract and transferable and sub-licensable only for these purposes. This applies in particular to any pre-existing code components used by Spaceteams.

c. Insofar as Spaceteams uses Open Source Software ("OSS"), the parties shall be bound to comply with the applicable licence conditions, including any obligations to include OSS/copyright notices. For legal reasons, Spaceteams cannot grant the client exclusive rights of use to OSS components. With regard to the use of open source software, Spaceteams shall ensure with the diligence customary in the industry that no OSS components are used for which, at the first level (i.e. according to the OSS conditions directly relevant to the OSS), it is to be feared that the source code of contractual work results would have to be disclosed (so-called copy-left effect). If and to the extent that OSS is provided by the client or initially used by the client's employees and Spaceteams merely processes it, the responsibility for compliance with applicable OSS licence provisions and the resulting risks lies exclusively with the client.

10.2 The source code of the software created for the client within the scope of the contractual service provision shall be handed over to the client by Spaceteams.

10.3 The client is authorised to further develop and edit the software provided to him for his own purposes. However, unless Spaceteams has granted exclusive rights pursuant to clause 10.1a, the customer shall not be entitled to commercially exploit the software or further developed or edited versions thereof, e.g. to distribute copies or to offer the software for download, to offer it for sale to third parties or to make it available to third parties via its own online platforms, without the prior expressed consent of Spaceteams. If the client wishes to commercially exploit the software as described above, Spaceteams agrees to negotiate accordingly.

10.4 Any further utilisation of the work results than that described in clauses 10.1 and 10.3 or otherwise contractually agreed is not permitted. The right to the complete transfer of a legal position acquired through the purchase of software remains unaffected. The statutory minimum rights of the client according to §§ 69d and 69e UrhG (Copyright Act) shall also remain unaffected.

10.5 Spaceteams shall only grant the usage rights described above subject to a condition precedent, namely successively linked to the full payment of the remuneration applicable to the respective development status or performance status. The use of the work results prior to this point in time shall only be granted to the client provisionally and revocably. Spaceteams shall retain title to physical objects, e.g. data carriers, until full payment of the respective (partial) remuneration.

11. Non-solicitation clause

11.1 For the duration of the cooperation between the parties and for a period of one year thereafter, the Client is obliged not to entice away any employees of Spaceteams or to employ or commission them without the consent of Spaceteams.

11.2 For each case of culpable violation of this non-solicitation clause, the client shall be obliged to pay Spaceteams a contractual penalty to be determined by Spaceteams and, in case of dispute, to be reviewed by the court as to its appropriateness.

12. Duration and termination of the contract

12.1 After prior consultation with the client, Spaceteams usually specifies a duration for the contract (project duration, possibly linked to a service quota) in the offer. If the parties do not reach an agreement on the conditions of the continuation in time before the end of the project duration, and if the cooperation is de facto continued after the end of the project duration, the conditions of the original contract and these GTC shall also apply to the further cooperation.

12.2 Notwithstanding the above, the contract shall run until fulfilment in the case of services that have clearly been commissioned as one-off services.

12.3 This shall not affect the right of both parties to terminate the contract without notice for good cause. Such a reason exists in particular if

12.4 In addition, Spaceteams is entitled to terminate the contract without notice if the client is in default of payment to a more than insignificant extent, whereby such termination can only take place after two prior reminders with a reasonable deadline of at least 14 days and fruitless expiry of the deadline.

12.5 Terminations and other declarations leading to the termination of the contract must be made in writing.

13. Written form/text form

In the case of arrangements and agreements between the parties which are to become the subject of the contract to be concluded on the basis of an offer, as well as all amendments and additions to the concluded contract, text form (i.e. e-mail) shall be sufficient instead of written form. However, this does not apply to termination notices and other declarations leading to the termination of the contract in accordance with clause 12.5.

14. Naming of references

14.1 Spaceteams shall be entitled to name the client as a reference customer within the scope of its commercial activities by using its company logo or company mark. For this purpose, the client shall grant Spaceteams the simple, temporally and spatially unrestricted rights of use to any trademarks (logos) free of charge. These rights shall continue to apply undiminished after termination of the contractual relationship, unless the contractual partner expressly objects to this.

14.2 If the client provides Spaceteams with the company logo digitally (e.g. as JPG, PNG or vector graphic), Spaceteams shall be entitled to include it on the website www.spaceteams.de. Upon request, Spaceteams shall link the client's logo directly to the client's website.

15. Final provisions

15.1 In addition to any individual agreements and these GTC, German law shall apply exclusively, excluding the UN Convention on Contracts for the International Sale of Goods.

15.2 The place of jurisdiction for all actions brought by a client against Spaceteams according to clause 1.5 is Hamburg. However, Spaceteams shall be entitled to sue the client at its place of business.

15.3 Should individual provisions of the contract or the General Terms and Conditions be or become invalid or unenforceable, this shall not affect the remaining provisions of the contract. In place of the invalid or unenforceable clause, a provision shall be deemed to have been agreed which, when considered objectively, comes as close as possible to the economic purpose of the invalid or unenforceable provision. Any loopholes in the contract shall be closed accordingly.

16. Notice

Only the German version of these General Terms & Conditions shall be legally binding. The english translation serves information purposes only.