General Terms and Conditions
§ 1 SCOPE
1 These terms and conditions apply to all existing and future services provided by soft.fact. At the latest in the case of the use of the services, the user agrees to the terms and conditions.
2) soft.fact offers a software-as-a-service platform for team design through detailed team analysis, matching of suitable teams and the qualified assignment of candidates or freelance experts with suitable teams.
3. a user has no claim on soft.fact’s mediations out of these terms and conditions. There is also no obligation of the user to use team designs (team reflections, team compositions, team extensions) or other mediation services of soft.fact. soft.fact is entitled within the framework of the selected license or booking, to introduce experts (internal employees, freelancers or candidates) or companies to all projects, vacancies or requests advertised by the user at soft.fact.
4. the user is obliged to create an online profile with the relevant information in the soft.fact company portal for the execution of the contract and, if necessary, to send profile accesses to all team members of the relevant project teams. The participating team members of the project teams may create detailed profiles for themselves to provide the data basis for the analyses.
§ 2 SCOPE OF CONTRACT/Scope OF SERVICES
1. the user can purchase single services or licenses for the use of the software from soft.fact. Details of the respective licenses are regulated in separate license agreements between the Users and soft.fact.
2. one license is valid per person. These conditions can be found in the current pricing model, which is provided to the user in digital form. The pricing model can be viewed at softfact.works/pricing. Additional consulting services that go beyond the license will be invoiced in arrears. This is due on the first of each month for the following month. The prices of the services are determined by the respective time of the conclusion of the contract. soft.fact is entitled to change the price lists at any time. §3 applies accordingly.
In the team reflection, the team profiles are analyzed based on the optimal team composition of hard facts (skills), Soft Facts (type psychology, soft and human skills), working methods, role distribution and values, and the expression in the team is shown. Recommendations for action complement the team reflection.
soft.fact provides users with a questionnaire for project definition and then verifies results as needed. Verifications can be made via experts, the mass of the community and, in the long term, also by software. soft.fact then determines the appropriate project participants for the respective project based on the relevant criteria, requirements, skills and personality traits. The database consists of employees, candidates and / or freelancers from the users who have created a profile at soft.fact and have connected with the user. In addition, the user can book the freelancer pool or the candidate pool of soft.fact. The result of the matching is one or more team combinations for the respective project. Upon selection by the user, the matching employees / freelancers / candidates receive the project briefing and are directly contacted by soft.fact so that they can decide whether they are interested in the project / job. The selection and the conclusion of the contract are the sole responsibility of the users.
soft.fact provides users with a project definition questionnaire and then verifies the results as needed. Verifications can be done by experts, the mass of the community and in the long run also by software. Subsequently, soft.fact determines the appropriate project participants based on the corresponding criteria, requirements, skills and personality traits, who optimally complement the existing team for the defined project. Data basis are employees, candidates and / or freelancers of the user, who have created a profile at soft.fact and have connected with the user. In addition, the user can book the freelancer pool or the candidate pool of soft.fact. The result of the matching process is one or more recommendations for the optimal addition to the existing team. Upon selection by the user, the matching employees / freelancers / candidates receive the project briefing and are directly contacted by soft.fact so that they can decide whether they are interested in the project / job. The selection and the conclusion of the contract are the sole responsibility of the users.
4. pool membership: The pool membership includes an online entry of the user in the portal of soft.fact. It is up to the user to decide which information to provide. However, a matching with projects of user companies is only possible if the personal questionnaire, as well as the profession, the areas and activities are filled out. The information provided must always be kept up to date and checked regularly (at least every three months).
5 soft.fact reserves the right to discontinue the service at any time, should payments not be received on time. The object of the order is exclusively the agreed activity, not the achievement of a certain economic success or the preparation of expert opinions or other works. The services of soft.fact are rendered when investigations and analyses have been carried out and the resulting conclusions have been worked out for the user, for further use. It is irrelevant whether or when the conclusions or recommendations are implemented.
6. the users can conclude independent contracts with freelancers within the scope of individual project orders. The freelancers provide their services in their own name and on their own account as independent contractors. They alone are responsible for the timely and proper execution of the project order.
7. common assignments arranged by soft.fact include, for example, the development of software, corporate designs, websites or other project work. Contracts with freelance experts are exclusively concluded directly between user and expert. Likewise, the project services rendered are billed directly between these two contracting parties. soft.fact provides the freelance experts with an online portal. soft.fact does not act as a provider of interim services.
8) soft.fact provides the client with candidates if required. Independent contracts are concluded with candidates for these permanent positions. soft.fact does not act as a provider of these services and is not liable for any contractual relationships arising from this. In all other respects §9 of these GTC applies.
§ 3 CHANGES IN SERVICES
1 soft.fact is entitled to change these GTC including all attachments, price lists and call-offs at any time. If the user does not object to these changes within 2 weeks from the announcement of the changes, they become an effective part of the contract. If the user objects, soft.fact may terminate the existing contract within 2 weeks. If soft.fact does not terminate the contract, it will continue to exist under the old conditions. The announcement will be made by e-mail to all users.
Subsequent changes and additions to the order between the user and soft.fact or the essential evaluation results require text form to be effective. This also applies to the waiver of this formal requirement. The priority of the individual agreement according to § 305b BGB remains unaffected. Minutes of meetings and the status of the project shall comply with this, provided that they are confirmed in text form by the authorized representatives of both parties.
3. matchManao is obliged to execute subsequent change requests of the users, provided that this is possible without additional costs or postponement of deadlines. Otherwise soft.fact will inform the user within 14 days about the details of the necessary additional costs. If the User does not confirm the change in writing within a further 14 days, the request for change shall be deemed cancelled.
§ 4 DUTY OF DISCLOSURE, DATA PROTECTION
soft.fact is obligated to maintain silence about all business or user-related facts that become known in connection with the execution of the order, even after termination of the contractual relationship. Without written consent of the user soft.fact is not allowed to pass them on to third parties or to use them for itself. This also applies to written statements, in particular order-related reports or recommendations. soft.fact is authorized, within the scope of the purpose of the order, to process the entrusted personal data in compliance with data protection regulations or to have them processed by third parties.
§ 5 USER’S OBLIGATIONS
1. the user is obliged to support soft.fact and the freelancers, candidates or employees in the execution of the project to the best of his ability and to create in their sphere of operation all conditions necessary for the proper execution of the order.
This includes, in particular, naming and maintaining a responsible contact person for the assigned expert and soft.fact for the duration of the project. It is pointed out that a change/exchange of persons in calculated project teams/group constellations can influence the accuracy of the matching or can be omitted. 3.
3. in particular, he/she shall comply with the legal provisions and use the services of soft.fact appropriately.
4. access possibilities to the offered services must be used according to the duty of care. In particular, the user must also take into account abuse by internal or third parties and official requirements. Use by third parties is only permitted if this has been stipulated in an individual contract.
5) Defects are to be reported to soft.fact immediately in order to enable soft.fact to quickly determine and eliminate them.
6. violations of the provisions of §5 entitle soft.fact to immediate termination without notice.
§ 6 PAYMENT TERMS
1. all claims are due upon invoicing and are payable immediately without deductions. The statutory sales tax is to be added to all price quotations and shown separately in the invoice. Several clients (natural and/or legal persons) are jointly and severally liable. 2.
If there is a complete or partial delay in payment of at least 2 billing periods, soft.fact is entitled to block connections, to remove the data from online offers and to make all outstanding claims due immediately. Likewise, in this case, there is a right to terminate the contract without notice.
§ 7 WARRANTY
1 soft.fact performs all work with the utmost care and always related to the individual situation and the needs of the users.
2. data provided by third parties or users will only be checked for plausibility. In particular, soft.fact does not provide any guarantee for data provided or checked by User. The conclusions and recommendations to be derived from studies are made to the best of our knowledge and according to the recognized rules of science and practice. The recommendations are presented in an understandable and comprehensible manner.
soft.fact guarantees the use of properly trained employees with the necessary expertise and their continuous supervision and control during the execution of the order.
4. the user acknowledges that a 100% availability of the offered services (website, software, algorithm) cannot be realized technically. However, soft.fact endeavors to keep all services available as constantly as possible. In particular, maintenance, security or capacity issues, as well as events beyond soft.fact’s control (such as disruptions of public communication networks, power outages, etc.), may lead to disruptions or temporary suspension of the service on the website. Insofar as certain services are hosted by users themselves or at the request of users, no longer hosted by Matchmanao, soft.fact does not guarantee availability.
§ 8 LIABILITY MATCHMANAO
1 soft.fact is liable to the users, regardless of the legal reason, for the damage caused by it (soft.fact) or its employees intentionally or through gross negligence. A liability for slight negligence exists only in case of breach of essential contractual obligations. In this case the liability for untypical damages is excluded. For a single case of damage it is limited to the value of the annual license, maximum 50.000,- EUR. A single case of damage shall be deemed to be the sum of the claims for damages of all claimants arising from a single service provided in a timely manner. In case of foreseeability of a substantially higher risk of damage soft.fact is obliged to offer the users a higher liability sum, whereby soft.fact can adjust its remuneration accordingly.
2. the limitations of liability apply mutatis mutandis also in favor of the representatives and vicarious agents.
3) soft.fact is not liable for damages resulting from later contractual relations between the users.
4. the user assures that he is the owner of all rights and of the data he has brought in. Furthermore, he assures that he is authorized to transfer all rights which are necessary for the conclusion of the contract or the provision of the service by soft.fact. If users, internal applicants, employees, freelancers or other third parties bring into the pool, the user undertakes to ensure that these brought participants have also given all necessary consents.
5) The user is liable for all legal violations and claims that arise from the illegal use of the services of soft.fact.
6. possible liability under the Product Liability Act and for bodily injury remains unaffected. Contractual claims for damages of users against soft.fact expire in two years from occurrence.
§ 9 PROTECTION OF INTELLECTUAL PROPERTY
1. the user stands for the fact that the reports, organization plans, drafts, drawings, lists and calculations made in the context of the order only for own purposes are used and not without express agreement in individual cases are published. The use of the consulting services rendered for companies affiliated with the users requires a separate written agreement.
2. as far as evaluation results are copyrightable, soft.fact remains the author. The user receives in these cases only the limited by paragraph 1 sentence 1, otherwise temporally and geographically unrestricted, irrevocable, exclusive and non-transferable right to use the evaluation results.
§ 10 WITHDRAWAL OF ACCEPTANCE, FAILURE TO ACCEPT
If the user defaults in accepting the services or fails to cooperate in spite of a reminder and the setting of a deadline, soft.fact is entitled to terminate the contract without notice. Irrespective of the assertion of this right of termination, soft.fact shall be entitled to compensation for the damage or additional expenses incurred as a result of the default or the failure to cooperate.
§ 11 USER’S DUTY AND LIABILITY
(1) The parties undertake to be loyal to each other.
2. the parties are obliged to take into account data protection principles.
The user is liable for all damages caused to soft.fact and its employees or customers or other contractual partners by him or his employees and vicarious agents, or by objects brought in by him or on his behalf by third parties for the performance of the contract. This liability also includes consequential damages.
4. the user is liable for all infringements of rights and claims of soft.fact and third parties, which arise through or in connection with the unlawful use of a service of soft.fact. The liability is not limited to the use by the user himself or his vicarious agents.
§ 12 FORCE MAJEURE
Events of force majeure that make performance substantially more difficult or temporarily impossible shall entitle the respective party to postpone the performance of its obligation by the duration of the hindrance and a reasonable start-up period. Industrial disputes and similar circumstances shall be deemed equivalent to force majeure insofar as they are unforeseeable, serious and not the fault of either party. The parties shall notify each other immediately of the occurrence of such circumstances.
§ 13 TERMINATION
1. the contract can be terminated at any time for good cause without notice, otherwise with a notice period of 15 days to the end of the month. The termination must be in writing to be effective. In the event of termination, the User shall compensate for any damage caused by expenses incurred in connection with the volume of the order.
2. licenses or individual orders in execution at the time of termination shall be completed in accordance with the provisions of these agreements, unless otherwise agreed in a contract.
§ 14 RETENTION, RESERVATION RIGHTS
1. until full settlement of its claims, soft.fact has a right of retention to the documents provided to it, the exercise of which, however, is contrary to good faith if the retention of the user would cause a disproportionately high damage that cannot be justified when weighing the interests of both parties.
After settlement of the claims arising from the contract, soft.fact must return all documents which the User or a third party has handed over to soft.fact on the occasion of the execution of the order. This does not apply to correspondence between the parties and to simple copies of reports, organization charts, drawings, lists, calculations, etc. made within the framework of the order, provided that the user has received the originals.
3. soft.fact’s obligation to retain the documents expires six months after delivery of the written request for collection, otherwise three years, in the case of documents retained pursuant to paragraph 1 five years, after termination of the contractual relationship.
§ 15 OTHER
1. these general terms and conditions take precedence over all business and purchasing conditions of the users.
2. rights arising from contractual relationships with soft.fact may be assigned only with the prior written consent of soft.fact.
3. all claims arising from the contract shall be governed exclusively by the laws of the Federal Republic of Germany, to the exclusion of international private law. Amendments and supplements to these terms and conditions and the offers of soft.fact must be made in text form and must be expressly marked as such. This also applies to the waiver of this formal requirement itself. The priority of the individual agreement according to § 305b BGB remains unaffected. 4.
(4) German copyright and data protection law shall also apply.
5. if provisions of these general terms and conditions or soft.fact’s offers are or become invalid or unenforceable in whole or in part, the remaining provisions shall not be affected thereby. The contracting parties are obliged to replace the invalid/impracticable provision from the beginning of its invalidity/impracticability by a provision that is as economically similar as possible, taking into account the interests of both parties. Insofar as the invalidity of a provision is based on a measure, performance or time, the legally permissible measure shall be deemed agreed. The same shall apply to loopholes. 6.
6. jurisdiction for all disputes arising directly or indirectly from this contractual relationship is the seat of soft.fact, provided that the order was placed by a registered trader in the context of his trade, a legal entity under public law or by a special fund under public law.
Current version: 18.03.2020