Terms of Service

1. Introduction

1. The following Terms of Service for the "Auftrag.app" platform provided by UNOVY ("Auftrag.app", "Platform") apply to the agreement between UNOVY UG (haftungsbeschränkt), an entrepreneur company with limited liability, with registered office at Solkowskyweg 9, 22885 Barsbüttel, Germany, HRB 18497 HL, represented by its managing director Florian Gärber ("UNOVY", "us", "we"), and the legal or natural person ("User", "you", "your", "you").

2. Definitions

1. "Agreement", "Terms of Service" means this agreement.
2. "Auftrag.app", "Platform" means the "Auftrag.app" platform.
3. "Creative Services" means creative services or production of creative works.
4. "Maker" means Users who have created a provider profile ("Maker Page") on the Platform to offer Creative Services.
5. "Customer" means User who uses the Platform as the Customer of a Maker.
6. "Commission" means agreement between Maker and Customer.
7. "Commission Request" means request that can be made by a Customer to a Maker and becomes a Commission once the Maker has accepted.

3. Users

1. You must be fully legally competent to be allowed to use this Platform.
2. Registering a User account on Auftrag.app makes you a User of the Platform. For this purpose, you must provide your email address.
3. You are responsible for all activities on your User account. You must use a secure password and the offered two-factor authentication systems in order to prevent unauthorised access to your User account.
4. You agree to keep your contact information up-to-date.
5. This User agreement may be terminated at any time provided that no outgoing or incoming Commissions are active for you and your Maker Pages, and no payments or fees are outstanding.
6. If this User agreement is terminated, access to your User account will be blocked for 30 days. You are able to withdraw your termination by logging on to your User account again before the expiry of that period. After the expiry of that period, it is no longer possible to log on, and any personal data is anonymised within a period of 14 days. All uploaded files are deleted.
7. If the agreement is terminated despite the restrictions mentioned in item 3.5, the User account will initially be blocked until open Commissions are automatically closed and no payments or fees remain. Thereafter, the procedure set out in item 3.6 is initiated.

4. Makers

1. Stripe Connected Account Agreement: Payment services for Makers on the Platform are provided by Stripe and are subject to the Stripe Connected Account Agreement, which contains the Stripe Terms of Service (together referred to as the Stripe Services Agreement). By agreeing to these Terms of Service, you also accept the terms of the "Stripe Services Agreement". For the Platform to be admitted to Stripe payment processing, you agree to provide full and complete information about yourself and your company to the Platform, and you authorise the Platform to pass on this data and transaction information in connection with your use of Stripe payment services for the purpose of processing payments.
2. UNOVY charges the Maker a fee for services provided, which varies depending on the pricing model selected. The fee includes value added tax, if applicable.
3. The rate of the fee is determined when the Customer makes the Commission Request. The pricing model of a Commission corresponds to the Maker’s active pricing model at the time when the Customer makes the Commission Request.
4. The fee as a percentage of the Commission volume refers to the gross price that the Maker has set in an Commission (see item 7.2). The commission is automatically deducted from the amount paid out.
5. UNOVY automatically issues an invoice for the commission, which complies with the provisions of the German Value Added Tax Act (UStG).
6. The rate of the fee can be increased if the Maker and the Platform so agree, for example when opting for a different pricing model. The fee can be lowered without the consent of the Maker.
7. All payments and reimbursements related to a Commission must be processed via the Platform.
8. If the Maker refunds a payment to the Customer, the associated fee is also refunded in full by the Platform.
9. Payments that bear the risk of fraud shall be refunded, reversed or blocked.
10. If a dispute about a payment made to a Maker via our payment service provider is entered and decided in favour of the Customer, the Maker shall cover the dispute fee (in the amount of EUR 15.00), and the transfer of the payment to the Maker's Stripe Connected Account shall be reversed.
11. Commission items have a minimum and maximum amount. In addition, a maximum amount applies to the total of all items in a Commission.
12. Makers may determine how many open Commissions they wish to handle. The maximum number of open Commissions of a Maker may be changed by selecting another pricing model.

5. Commission Requests

1. The platform informs the Maker about Commission Requests.
2. The Maker decides which Commission Requests to accept. The Maker may also reject the request with or without giving any reasons.
3. The Customers may withdraw Commission Requests at any time without giving any reasons before these have been accepted by the Maker.
4. Commission Requests that remain unaccepted and unanswered for 14 days can be withdrawn by the Platform.

6. Commission Life Cycle

1. Customers may create a Commission Request, which is made available to the Makers via the Platform.
2. Once the requested Maker has accepted the Commission Request, the request becomes an active Commission.
3. As long as no services have been rendered, active Commissions may be terminated by mutual agreement between Customer and Maker.
4. Active Commissions that have been inactive for 14 days or more can be marked by us as "idle". Idle Commissions are highlighted, which gives Maker and Customer the opportunity to interact, thus resetting the Commission to “active”.
5. After a minimum period of 14 days, idle Commissions may be marked as "completed".
6. Once the Maker has completed the Commission, they can mark it as "completed".
7. After a Commission has been marked as “closed”, the Customer has 14 days to accept the Commission as "finished" or to reject the closure and thus return the Commission to the “active” status. If the Commission is not rejected within this time frame, the Commission is automatically accepted as "finished".
8. The Platform is not involved in the contractual relationship between Maker and Customer.

7. Contents of the Commission

1. The contents of the Commission may not include products, consignments or services that are prohibited in Germany, in the country of the Maker, or in the country of the Customer. Furthermore, no prohibited business according to the Stripe Services Agreement may be carried out. It is prohibited to request any illegal activities.
2. The amount stated by the Maker and to be paid by the Customer for each item includes taxes (gross amount). Any taxes owed (in particular value added tax, withholding tax) shall be paid by the party that owes them to the tax authorities. Therefore, these taxes neither increase nor decrease the gross amount to be paid. The parties are permitted to issue a credit note or invoice in accordance with the relevant legal requirements.
3. The extent of rights to the Maker's creative works and services that the Customer receives depends exclusively on the agreement between the Customer and the Maker.
4. The Platform offers cloud storage capacities. Volume and possible locations of the storage space depend on the pricing model selected for the Commission.
5. Users may use end-to-end encryption for their communication and files uploaded via the Platform and exchange the relevant keys outside the Platform. We assume no liability for data transmitted according to this method.

8. User-generated content

1. Users grant the Platform a global, unlimited, free license to reproduce and publicly display uploaded media, including those intended for public display (such as profile pictures), to the extent necessary for the operation of the Platform.
2. Users grant the Platform a global, unlimited, free license to duplicate and reproduce uploaded files that are exchanged between the Maker and the Customer under a Commission, to the extent necessary for the operation of the Platform.
3. Users agree to only sell media and files via the Platform for which they hold the relevant rights. Please be advised that existing copyrights, trademark rights, design rights and other industrial property rights, as well as the personal rights of the persons depicted must be observed.
4. We expressly disclaim liability for User-generated content of any kind. For any media uploaded, Users must ensure that they respect potential rights of third parties.
5. Users agree not to publish or disseminate any illegal, offensive, discriminatory, insulting, racist or harmful content via the Platform. If Users assist or instigate criminal offences, or publish these on the Platform, or link to criminal contents, we also reserve the right to take legal action.

9. Indemnification

1. You shall indemnify us against all losses and liabilities, including legal costs, arising out of or relating to these Terms of Service or your use of the Platform.
2. We reserve the right to decide exclusively whether we defend ourselves against claims directed against us. If we exercise this right, you are obliged to assist us in our defence.
3. Your obligation to indemnify us under this clause also applies to our employees.

10. Guarantees

1. The Platform guarantees minimum availability of our websites (www.auftrag.app, auftr.ag, auftragapp.com, commissionsmadesimple.com) of 97% in each calendar month, with the exception of our announced maintenance windows as well as maintenance windows of our service providers.
2. The Platform guarantees minimum availability of the API interface (used for example by the website) of 97% in each calendar month, with the exception of our announced maintenance windows as well as maintenance windows of our service providers. The API interface is also considered available in “read-only” mode.
3. The Platform guarantees a minimum availability of the file servers (on which the protected Commission files and public files are stored) of 97% in each calendar month, with the exception of maintenance windows of our service providers.
4. The Platform guarantees a minimum availability of payment and identity verification services of 97% in each calendar month, with the exception of maintenance windows of our service providers.
5. The Platform guarantees a minimum availability of real-time services of 97% in each calendar month, with the exception of maintenance windows of our service providers.
6. The Platform guarantees a minimum accessibility of Customer support services (via Freshdesk, Freshcaller and Freshchat) of 97% in each calendar month, with the exception of maintenance windows of our service providers.
7. The Platform guarantees a minimum accessibility of status and availability services (via Freshstatus and Freshing) of 97% in each calendar month, with the exception of maintenance windows of our service providers.

11. Limitation of liability

1. Any claims of Customers for damages are excluded. This is without prejudice to claims for damages of Customers that arise from injury to life, limb or health, as well as liability for other damages based on an intentional or grossly negligent breach of duty by us, our legal representatives or vicarious agents. Furthermore, this is without prejudice to the liability for the breach of duties, the fulfilment of which is a precondition for proper execution of the agreement and on which the Customer may normally rely. In the event of a slightly negligent breach of duty, we shall only be liable for the foreseeable damages typical for this type of contract, unless the Customer’s claims for damages are based on injury to life, limb or health.
2. Item 11.1 also applies in favour of our legal representatives or vicarious agents if claims are made directly against them.
3. The provisions of the German Product Liability Act (ProdHaftG) shall remain unaffected.

12. Applicable Law

1. These Terms of Service are subject to German law and exclude the provisions of conflict of laws and the UN Sales Convention. In the event of a legal dispute, both parties agree to the exclusive jurisdiction of the courts of Luebeck, Germany.

13. Amendments

1. Amendments to these Terms of Service will be announced at least 30 days before they come into force.
2. Once Users have accepted the amended Terms of Service, they take immediate effect. It is not possible to use the Platform without accepting the applicable Terms of Service.
3. If the amendments are rejected, the Platform has the right to terminate the contractual relationship with the User.

14. Accessibility

1. UNOVY strives to make the Platform accessible for screen reading and keyboard navigation. If you encounter any problems when using the Platform with technical devices, please contact [ Javascript not enabled ].

15. Translation

1. The Platform is offered in several languages. Languages may be added or removed at any time. The Platform may also be offered with incomplete translations. In such cases, text that has not been translated may be displayed in German or English.

16. Termination

1. The Platform has the right to terminate contracts with Users who violate these Terms of Service or the Platform’s Code of Conduct (termination for cause).

17. External links

1. The Platform assumes no liability for User-generated and other links.
2. If the Platform is made aware of external links to illegal or criminal contents, these will be removed.