All contractual relationships and services of FRATCH.IO GmbH, registered in the Commercial Register of the Local Court of Munich under HRB 28149 and business address at Schönfeldstraße 17 in 80539 München, (hereinafter „Fratch.IO“), are based on these General Terms and Conditions (hereinafter "GTC"). They are an integral part of all contracts that Fratch.IO concludes with its customers and freelancer (as definded below and hereinafter jointly referred to as “Contract Partners") regarding the services offered by Fratch.IO, especially through the platform www.fratch.io (hereinafter: “Platform”).
These GTC shall also apply to all future services or offers made to the Contract Partner without these GTC having to be agreed separately in each individual case. Unless otherwise agreed, these GTC shall apply in the version communicated upon conclusion of the Term Contract.
These GTC shall apply exclusively. Deviating, conflicting or supplementary general terms and conditions of the Contract Partner shall only become part of the contract if and to the extent that Fratch.IO has expressly agreed to their validity in writing. General terms and conditions of the Contract Partner therefore not apply subject to Fratch.IO´s express consent, even if Fratch.IO does not separately object to their application in individual cases or refers to the exclusive application of these GTC. The consent requirement shall apply in any case. In particular, Fratch.IO's reference to a letter containing or referring to the general terms and conditions of the Contract Partner, as well as the unconditional performance or delivery in knowledge of the general terms and conditions of the Contact Partner or a third party, does not constitute an agreement with the validity of those general terms and conditions.
These GTC apply in addition to individual contracts or offers provided by Fratch.IO. If and insofar as agreements made with the Contractual Partner in individual cases (including collateral agreements, supplements and amendments) contain deviations from these GTC, these shall in any case take precedence over these GTC. The remaining provisions of these GTC shall remain unaffected.
If written form is required in these GTC, § 126 BGB (German Civil Code) shall apply. Unless individual provisions of these GTC expressly provide otherwise, the transmission of a copy of the respective document by telecommunication, in particular by fax or as a PDF copy by e-mail, shall be sufficient to comply with the formal requirement, provided that the copy of the signed declaration(s) is transmitted.
Description Of Services
Fratch.IO offers with the provision of the platform and its website functionalities a platform for networking and exchange of potential Clients and Freelancers, to enable various freelance projects with the involvement of Fratch.io, as well as to evaluate potential project assignments at the client ("IM").
Through the platform, freelance professionals can apply for various jobs offered by Fratch.IO according to their qualifications ("Freelancers").
For this purpose, the Freelancer can create a profile with the help of the platform, provide his CV (curriculum vitae) and respond to project proposals according to his qualifications. The commissioning of the Freelancer takes place through a separate agreement, but there is no right to the conclusion of such a contract.
Through the Platform, companies can offer various activities to Fratch.IO ("Customers").
Fratch.IO provides the platform for customers and freelancers. Fratch.IO is the contact for both customers and freelancers.
Scope and character of individual services are defined in the freelancer contract or the framework contract.
Further Contracts
A separate agreement between Fratch.IO and a Freelancer for separate services provided by the Freelancer to FRATCH.IO shall be concluded via the Platform ("Freelancer Agreement"). The Freelancer Agreement is concluded as follows: The Freelancer registers via the platform and uploads his CV (Curriculum Vitae/Curriculum Vitae). He receives project proposals and can apply for them. If the customer agrees with the freelancer's activity, the freelancer concludes a framework contract with Fratch.IO via the platform by Fratch.IO sending the freelancer an offer, which the freelancer can then accept. Unless otherwise agreed, the offer is valid for 14 days. The Freelancer can accept the offer within the mentioned period via the platform.
A separate agreement between Fratch.IO and a customer for separate service provision by FRATCH.IO shall be concluded via the platform ("Framework Agreement"). The Framework Agreement shall be concluded as follows: The customer registers via the platform and places his project offer. If a Freelancer is interested in working for the customer, the customer concludes a customer contract with Fratch.IO by Fratch.IO sending an offer to the customer, which the customer can accept. The offer is valid for 14 days. The offer can be accepted by the customer via the platform within the mentioned period.
Obligations Of Freelancer
Freelancer is responsible for the correctness of the uploaded content on the platform. The Freelancer indemnifies Fratch.IO from any claims of third parties due to incorrect content or infringements of rights caused thereby
The further obligations of Freelancer result from the Freelancer Agreement.
Obligations of The Customer
The customer will support Fratch.IO and the Freelancer to the best of its ability to enable a successful execution of the order. Customer shall also provide all necessary and permissible information and documentation. The customer will provide Fratch.IO and the freelancer with all regulations (statutes, business regulations, company agreements etc.) necessary for the execution of the order. Neither Fratch.IO nor the Freelancer are liable for errors that can be traced back to the lack of such documents.
Prices & Conditions of Payment
Remuneration and payment conditions shall be governed by separate agreement.
Any objections to invoices from FRATCH.IO must be raised immediately, at the latest within 14 days of the invoice date. If the customer fails to meet this deadline, any claims arising from this shall be excluded.
In case of non-payment by the customer, Fratch.IO shall be entitled to suspend all services until payment is received or to withdraw from the contract. Fratch.IO may charge full daily rates for days on which Fratch.IO provides services but does not provide them due to late payment. Fratch.IO shall charge interest on the outstanding amounts from the due date at a rate of 8 percentage points above the base interest rate; the right to charge higher interest and further damages in case of default as well as the statutory lump sum according to § 288 para. 5 BGB remains unaffected. If the payment deadline expires more than three times, an important reason in the sense of §§ 314, 626 BGB shall be given and Fratch.IO shall be entitled to terminate the contract without notice, if Fratch.IO cannot reasonably be expected to adhere to the contract, also taking into account the other circumstances. Already accrued claims remain due for payment in case of termination of the contract.
Set-off against counterclaims of the customer or retention of payments due to such claims shall only be permissible if the counterclaims are undisputed or have been finally adjudicated.
Warranty, Liability, Limitation Period
Fratch.IO always tries to ensure that the Platform is available without restrictions or interruptions and that transmissions are error-free. However, due to the nature of the Internet, this cannot be guaranteed at all times. Access to the Platform may occasionally be interrupted or restricted to allow for repairs, maintenance or the introduction of new facilities or services. We will attempt to limit the frequency and duration of any such temporary interruption or restriction.
Unless otherwise stipulated in these GTC including the following provisions, the warranty rights of the Customer and the liability of Fratch.IO in case of a breach of contractual and non-contractual obligations shall be determined in accordance with the statutory provisions.
Fratch.IO as well as its legal representatives and vicarious agents shall only be liable - irrespective of the legal grounds - for intent or gross negligence. Insofar as essential contractual obligations (i.e. such obligations whose compliance is of particular importance for the achievement of the purpose of the contract) are affected, Fratch.IO shall also be liable for slight negligence. In this case, liability is limited to compensation for the foreseeable, typically occurring damage. In the event of a grossly negligent breach of non-essential contractual obligations, Salescomplete shall only be liable to entrepreneurs to the amount of the foreseeable, typically occurring damage.
The liability for damages resulting from injury to life, body or health and according to the Product Liability Act (Produkthafungsgesetz) shall remain unaffected by the aforementioned limitation of liability. Furthermore, the aforementioned limitation of liability shall not apply if Fratch.IO has fraudulently concealed a defect or has assumed a guarantee for the quality of the product.
Fratch.IO is not liable for incorrect information or content provided by the Contract Partners. Fratch.IO does not check the content posted on the website (in particular with regard to the infringement of third party rights). Should Fratch.IO become aware of incorrect, inaccurate, misleading or illegal information, this will be immediately checked and removed if necessary. Furthermore, Fratch.IO does not assume any liability for the correctness, up-todateness, completeness, quality or legality of the contents not originating from Fratch.IO. In the event of damage to data storage media, the obligation to provide compensation does not include the cost of replacing lost data and information. The Contract Partner is expressly advised of his data backup obligation.
The statutory provisions shall apply to the limitation period. Events of force majeure which make performance substantially more difficult or temporarily impossible shall entitle the respective party to postpone the performance of its services for 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 the parties. The parties shall notify each other of the occurrence of such circumstances.
Data Protection, Password Security, Availability, Copyright
Fratch.IO shall be entitled to electronically store the data relating to the respective order and to process and use this data for operational purposes in accordance with the statutory provisions and the Fratch.IO data protection regulations.
The disclosure of data to third parties is only permissible insofar as this is the subject matter of the contract (e.g. when registering domains) or is necessary for the performance of the contract or disclosure must take place in accordance with statutory provisions or official orders.
The contractual partners are obliged to transmit passwords, personal data and other highly sensitive information only securely.
The legal obligations arising from the General Data Protection Regulation (EU-DSGVO), the Federal Data Protection Act (BDSG) and the Telecommunications Act (TKG) remain unaffected.
The Customer shall not be entitled to any claims due to temporary short-term unavailability of the online services, in particular within the framework of term contracts.
Circumvention
Any collaboration between parties designated by Fratch.IO to each other, whether directly or indirectly, requires Fratch.IO's consent. This applies from the time of mutual designation and until 18 months after completion of a project or project initiation.
If there is a cooperation between the customer and the freelancer, whether directly or indirectly, without the required consent of Fratch.IO, the contractual partners owe Fratch.IO a contractual penalty in the amount of 25,000 Euro each. The assertion of further damages remains unaffected.
Termination of The Collaboration
The termination options of the contractual partners result from the contracts concluded with the parties.
Fratch.IO is entitled to terminate the contract without notice if, due to circumstances beyond its control and/or not known to it at the time of conclusion of the contract, further performance of the service cannot reasonably be expected, is unreasonable or would be contrary to good morals.
Copyright & Usage Rights
The Services provided by Fratch.IO in connection to the Platform are legally protected. The copyright, any patent rights, trademark rights and other intellectual property rights are the exclusive property of Fratch.IO.
Fratch.IO may mention the cooperation with the customer as a reference. Rights from the contractual relationship with Fratch.IO may only be assigned after prior written consent.
Jurisdiction, Choice of Law, Mediation
The contractual relationship between Fratch.IO and the Contract Partner shall be governed by the laws of the Federal Republic of Germany to the exclusion of the provisions of international private law. The German version of the General Terms and Conditions, as amended from time to time, shall be the authoritative part of the contract.
For all disputes arising from or in connection with the contractual relationship (including those concerning the existence or the termination of the contractual relationship) between Fratch.IO and Contract Partners who are either merchants, a legal entity under public law or a special fund under public law, the courts in Munich shall have exclusive jurisdiction in the first instance. This shall apply irrespective of whether the Customer has its registered office in Germany or abroad.
The contracting parties agree that in the event of any disagreement arising out of or in connection with the contractual relationship (including disagreements about the existence or termination of the contractual relationship) which they cannot settle among themselves, they shall call upon a competent mediator at the place of jurisdiction before taking legal action.
Final Provisions
Amendments and supplements to all contracts must be made in writing in order to be effective, unless another legal form requirement exists. This also applies to amendments to this paragraph.
Should any provision of these GTC or any provision incorporated in them in the future be wholly or partially invalid or unenforceable or subsequently lose its validity or enforceability, the validity of the GTC shall not be affected thereby. The same shall apply if contracts between the contracting parties contain a loophole. In place of the ineffective or unenforceable provisions or in order to fill the gap, an appropriate provision shall apply which comes as close as possible to what the contracting parties intended or would have intended according to the meaning and purpose of the contract if they had considered the following point when concluding this contract or when adopting a provision at a later date
Claims in connection with these Terms of Use arising from consumer protection standards can be filed either in Germany or in the EU member state in which the Customer lives. The European Commission provides a platform for online dispute resolution, which the Customer can find at https://ec.europa.eu/consumers/odr/.
The severability clause in clause 13.2 of these General Terms and Conditions shall not be understood as a reversal of the burden of proof, but as a waiver of § 139 BGB (German Civil Code).
All contracts of Fratch.IO including these GTC shall be governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG) and the conflict of laws. If the Customer is acting as a consumer, the mandatory consumer protection provisions applicable in the EU member state in which the Customer has its habitual residence shall also apply, provided that they grant the Customer further protection.
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