we connect work (wcw) acts as an intermediary for enquiring customers (clients) for contractors (contractors) who offer work or services in Germany. wcw makes its services available exclusively to entrepreneurs (B2B). Unless otherwise agreed with wcw in individual cases, the following terms and conditions shall apply to the client and the contractor when using the website and utilising any of wcw's services:

§ 1 Authorized users

Only entrepreneurs within the meaning of § 14 BGB are authorised to use wcw's services. The Contractor and the Client confirm that they are acting exclusively in the exercise of their commercial or freelance activity and thus as entrepreneurs. Consumers within the meaning of § 13 BGB are prohibited from using any offer or service from wcw.

§ 2 Exclusivity of the brokerage

wcw is exclusively an intermediary between the contractor and the client. Service or work contracts for the provision of the contractor's services requested by the client shall be concluded exclusively between the client and the contractor. The Client and the Contractor are prohibited from concluding contracts that are typically brokered by wcw (contracts for work and services) with the other party or from entering into corresponding negotiations in this regard, provided that the last contact or brokerage by wcw took place less than 12 months ago. In the event of a culpable breach of this obligation, the client and the contractor shall owe wcw a contractual penalty in accordance with § 5 of the terms and conditions.

§ 3 Agency fee

Subject to individual contractual agreements, wcw shall receive an agency fee in the amount of the percentage of the agreed remuneration for the respective total order at the time of the conclusion of the contract between the client and the contractor, as shown in the table below. Any reductions in the contract volume after conclusion of the contract between the Contractor and the Client, in particular due to cancellation, shall not be taken into account in the agency fee. The Contractor and the Client shall be jointly and severally liable to wcw for the agency fee. The agency fee shall also be payable if the Contractor does not act itself but employs subcontractors. The payment obligation is due for payment to wcw no later than 4 weeks after conclusion of the contract between the client and the contractor. The Contractor is obliged to take the agency fee into account when preparing its offer and invoicing the Client. The agency fee shall be payable for the duration of each contractual relationship between the Client and the Contractor relating to service and work contracts. For the avoidance of doubt, this shall also apply to contracts of branches, subsidiaries and legal successors of the Client for work or services with the Contractor and its subcontractors. Such contracts must be notified to wcw immediately in writing by the Client and the Contractor by sending the contract documents or uploading them to the platform and the agency fee must be settled and paid in accordance with the provisions of these terms and conditions.

§ 4 Payment obligation/ collection of the agency fee

In the case of payments from contractual relationships brokered by wcw, the client may make debt-discharging payments to wcw. wcw is authorised but also obliged to retain the brokerage fee in the case of payments by the client and to forward the remaining amount to the contractor. The contractor is not authorised to make claims directly against the client and to bypass wcw in the settlement. If the Client and/or the Contractor culpably circumvent wcw in the invoicing, this shall result in a contractual penalty obligation in accordance with § 5 of the Terms and Conditions. In addition, both shall remain jointly and severally liable to wcw for payment of the agency fee.

§ 5 Contractual penalty

If the Contractor and/or the Client culpably violate their respective main obligations to involve wcw, they are each obliged to pay wcw a contractual penalty of 15% of the net total order volume over the entire period of the violation, but for a maximum period of 18 months, but at least to pay an amount of € 10,000.00 net. Claims for damages by wcw based on the breach of duty subject to contractual penalty shall not be affected by the contractual penalty payment. However, contractual penalty payments shall be offset against the claim for damages.

§ 6 Liability

Unless otherwise stated in these provisions, wcw shall be liable in the event of a breach of contractual and non-contractual obligations in accordance with the statutory provisions. wcw shall be liable for damages - irrespective of the legal grounds - within the scope of fault-based liability in cases of intent and gross negligence. In the event of simple negligence, wcw shall only be liable, subject to statutory limitations of liability (e.g. care in its own affairs; insignificant breach of duty), for damages resulting from injury to life, body or health, for damages resulting from the breach of a material contractual obligation (an obligation whose fulfilment is essential for the proper execution of the contract and on whose compliance the contractual partner regularly relies and may rely); in this case, however, our liability shall be limited to compensation for foreseeable, typically occurring damages. These limitations of liability shall also apply to third parties and in the event of breaches of duty by persons (including in their favour) whose fault wcw is responsible for in accordance with statutory provisions. They shall not apply in the event of fraudulent concealment or assumption of a guarantee.

§ 7 Advertising with the logo of the client and contractor as a 'reference customer'

The contractor and client agree that wcw may display or print the company logo and name of the contractor and client for advertising purposes as a 'reference customer' on wcw's own website, on flyers and in any other suitable form.

§ 7 Other provisions

German law in the German language shall apply exclusively, with the exception of the norms of German law which stipulate the application of foreign law. The exclusive place of jurisdiction for all disputes arising from this contract, its termination and any subsequent disputes shall be Koblenz. Should any provision of this contract be invalid, this shall not affect the validity of the remainder of this contract. The statutory provisions shall then apply. If the contract contains a loophole, the parties are obliged to replace it with a provision that comes as close as possible to what was intended.