Terms & Conditions - 9am (CodeControl GmbH)
Below you can find our Terms & Conditions that apply to all users of 9am. The last update was done on the 12.01.2022.
A. Introductory regulations
1.1. CodeControl GmbH, Knaackstraße 71, 10435 Berlin ("Provider") operates the online portal "9am" ("Portal") under the website https://www.9am.works/ ("Website"). Via the Portal, users can network with each other within the meaning of section 2.1 and use further services (collectively "Services") provided by the Provider.
1.2. The provider only offers the use of the portal and the services to entrepreneurs within the meaning of § 14 BGB as users. Use of the portal or the services as a consumer within the meaning of § 13 BGB is excluded.
1.3. These General Terms and Conditions ("GTC") apply to the use of the Portal and the Services by the User.
1.4. Other regulations of the user, in particular the user's general terms and conditions, shall not apply between the provider and the user even if they have not been expressly contradicted by the provider or the provider accepts or performs a contractually owed service without reservation in the knowledge of them.
2. Users; Services2.1. Users can only be Freelancers or companies as defined below:
- "Freelancer" means any natural or legal person who is self-employed as a merchant, freelancer or single-member company and offers the provision of services to third parties.
- "Company" means any natural person or legal entity that wishes to engage Freelancers to provide services for its own purposes and that does not subcontract Freelancers to third parties
2.2.The Provider provides various services for freelancers and companies on the portal. However, the user has no claim to the permanent provision of certain services.
2.3. Freelancers can use the following services, among others, via the portal:
- Project search
- Networking and communication with other freelancers and companies
The user can find out more details about the services available to freelancers here.2.4. Companies can use the following services, among others, via the portal:
- Search for freelancers for specific projects
- Networking and communication with other freelancers
- Freelancer Management
Users can find out more details about the services available to businesses here.
2.5. The use of the services is partly free of charge for the user, but partly also subject to a charge. The user can find out whether a service is free of charge or subject to a charge in the portal. The user can book chargeable services separately in accordance with the provisions in Part C of the GTC.
2.7. The provider reserves the right to expand the functionality of the services offered and to offer new services at any time. The provider will inform the user with reasonable notice if it expands the functionality of the services or offers new services.
2.8. The provider also reserves the right to change or no longer offer individual free services at any time. The provider will inform the user in advance in text form (e.g. e-mail) with a notice period of 30 days if it changes or no longer offers the free services. The user is free to choose whether to use the changed services or to terminate the user contract in accordance with clause 9. In the case of chargeable services, clauses 11 and 13 shall apply.
3. Role of the provider
3.1. The provider merely makes the services available to users via the portal and enables networking between companies and freelancers in order to arrange cooperation if necessary.
3.2. Insofar as companies and freelancers conclude a contract on cooperation as a result of networking, the provider does not become a party to this contract and is therefore not liable for any liabilities of freelancers and companies among themselves arising from this contract.
3.3. The provider does not provide legal services within the meaning of § 2 Legal Services Act.
B. Access to the portal and use of the services
4. Requirements for access and use
4.1. The prerequisite for access to the portal and use of the services is that the user registers for use of the portal on the website in accordance with clause 5 and concludes a user contract with the provider in the sense of clause 5.3.
4.2. The user is responsible for providing the necessary technical requirements for accessing the portal and using the services (e.g. an internet connection).
5. Registration; User contract
5.1. The user must register for the portal on the website ("registration"). Registration is free of charge for the user.
5.2. As part of the registration process, the user must provide the required data and documents correctly and completely. In particular, the user must specify an e-mail address and a password (collectively "Access Data") for his user account ("User Account").
5.3. By submitting the data and documents requested as part of the registration to the provider, the user completes the registration. Subject to section 5.5, the provider will confirm the completion of the registration and the activation of the user account to the user immediately by e-mail ("confirmation e-mail"). Upon receipt of the confirmation email by the user, a contract of use ("contract of use") is concluded between the provider and the user.
5.4. Registration and conclusion of the contract shall take place in the respective national language that the user has set on the website. The text of the contract is not stored by the provider. However, the text of the contract, including the GTC, is visible to the user from the confirmation email and can be saved by the user in reproducible form.
5.5. The user has no claim to registration or the conclusion of a user contract. In particular, the provider may refuse registration or the conclusion of a user contract if the user is not a freelancer or a company. In this respect, the provider is entitled to verify the user's status as a freelancer or company within the scope of the registration process and to demand evidence from the user confirming his status as a freelancer or company.
6. Right of use; Administrator; Authorised users; Staff accounts
6.1. Upon conclusion of the User Agreement, the User shall receive the (a) non-exclusive, (b) non-transferable, (c) non-sublicensable and (d) time-limited right to access the Portal via his User Account and to use Services ("Right of Use").
6.2. If the user is a legal entity, the following applies:
- Within the scope of registration, the user must specify a natural person as administrator who is authorised to use the access data and the user account within the scope of the right of use ("administrator").
- The User may also activate other employees of his or her own for the use of the Portal and the Services ("Authorised Users"). Activation is effected by (i) the User specifying Authorised Users next to the Administrator during registration or (ii) the Administrator inviting Authorised Users to use the Portal after registration.
- Authorised users must register for the portal on the website and specify access data as part of the registration process. After completing the registration, authorised users receive their own user account ("employee account"). This account is linked to the user's account.
- The Employee Account grants the Authorised User the non-exclusive, non-transferable, non-sublicensable right, limited in time to the duration of the User Agreement, to access the Portal and use Services.
- The administrator can determine the scope of the usage options of Authorised Users within the scope of his right of use at his own discretion via the user account. The administrator can also deactivate or delete staff accounts at any time.
- The user shall oblige the administrator and the authorised users to comply with the GTC.
- Subject to section 6.2 (e), the Administrator and Authorised Users shall be deemed to be authorised to legally represent the User in connection with the use of the Portal and the Services and shall to that extent also be deemed to be Users. The User must accept responsibility and liability for the actions of the Administrator and the Authorised Users.
7. Provision of services; availability of the platform and services
7.1. The Provider shall provide the Services with the diligence of a prudent businessman.
7.3. The portal or individual services may be temporarily unavailable or only available to a limited extent due to the following circumstances:
- planned maintenance work; and
- unplanned maintenance and other downtimes, i.e. circumstances for which the Provider is not responsible but which oblige the Provider to take immediate action (e.g. in cases of security threats, system failures, cyber attacks or force majeure).
7.4. The provider will inform the user as far as possible in advance about planned and unplanned maintenance work or other downtimes.
7.5. The Provider shall not be liable to the User for non-availability during planned or unplanned maintenance work or other downtimes within the meaning of section 7.3
8. Duties of the user
8.1. The User shall comply with all applicable legal and regulatory requirements in the context of the use of the Portal and the Services.
8.2. The User may not upload via the Portal or transmit to the Provider or other Users any data, photos, profiles, posts, advertisements, pornographic content or other content (collectively, "Content") that (a) infringes third party rights, in particular trademark rights, copyrights or other industrial property rights of third parties (collectively, "Proprietary Rights"), (b) is unauthorised commercial communications (such as spam or advertising), (c) contains viruses, Trojan horses or comparable programs or codes harmful to the Provider or other Users or (d) is unlawful.
8.3. The User must not (a) circumvent any security measures provided by the Provider (e.g. by hacking) or (b) access any information for which the User does not have authorised access.
8.4. The user may not insult, intimidate, harass, discriminate against, defame or otherwise violate the rights of other users.
8.5. The User may not allow third parties other than the Administrator or Authorised Users to access the Portal or use the Services. The User shall be responsible for all acts and omissions of third parties accessing the Portal through the User's account or an employee account. This does not apply if the User neither knew nor could have prevented the access to the User account or employee account.
8.6. In the event of a breach by the user of one of his obligations under sections 8.1 to 8, the provider 5is entitled to (a) delete content published on the portal and/or (b) temporarily block the user account or any employee accounts, unless the user is not responsible for the relevant breach. In any case, the provider will inform the user in advance before deleting content or blocking the user account or any employee accounts and give the user the opportunity to comment within a reasonable period of time.
8.7. The user must inform the provider immediately in text form (e.g. e-mail) or via the portal if there are any changes to his/her personal data.
8.8. The user must keep his access data for the user account secret and change his password at regular intervals. Disclosure of the access data to third parties (including Authorised Users) is not permitted. If the User has knowledge or suspects that a third party knows or is using the User's access data, the User must inform the Provider immediately in text form (e.g. e-mail and fax) or via the portal and change the password accordingly.
9. Term and termination of the contract of use
9.1. The user contract runs for an indefinite period.
9.2. The following regulations apply to the termination of the contract of use:
- The provider and the user may terminate the user contract at any time with 30 days' notice.
- However, in the event of changes to free services by the provider in accordance with clause 2.8 the user may terminate the user contract with 15 days' notice.
- If chargeable services with a term have been agreed, termination of the user contract is possible at the earliest at the end of the term in accordance with clause 11. However, in the event of changes to chargeable services by the provider in accordance with clause 13, the user may terminate the user contract with a notice period of 15 days.
9.3. The right of both parties to terminate the contract of use for good cause shall remain unaffected.
9.4. In particular, the Provider shall have good cause to terminate the User Agreement if the User (a) repeatedly, i.e. at least two (2) times, violates16 Clauses 8.1 to 8. 5or (b) violates Clause.
9.5. Any termination must be in text form (e.g. e-mail) to be effective.
9.6. Upon termination of the user contract, the right of use, including the right to use the portal and the services, ends. The user account and any employee accounts will be deactivated or deleted.
C. Special regulations for the booking of chargeable services
The following provisions in this Part C only apply to the booking of chargeable services via the portal. If, on the other hand, the chargeable services are booked in individual cases by telephone or by e-mail, the following provisions do not apply; in this respect, separate terms and conditions of the provider may apply, of which the provider shall inform the user.
10.1. In order to use a paid service, the user must first select the desired service on the portal and send his booking request ("booking request") to the provider via the portal. By submitting the booking request, the user accepts the GTC.
10.2. The provider will immediately confirm receipt of the user's booking request in text form (e.g. e-mail) or via the portal. This confirmation does not constitute acceptance of the booking request; the provider is not obliged to accept booking requests. A contract for the provision of a chargeable service between the provider and the user is concluded when the provider provides the corresponding service for the user.
10.3. The contract shall be concluded in the respective national language that the user has set on the website. The text of the contract is not stored by the provider. However, the text of the contract, including the GTC, will be made available to the user in text form (e.g. e-mail) or via the portal after conclusion of the contract and can be saved by the user in reproducible form.
10.4. The Provider provides chargeable services as services within the meaning of §§ 161 ff. BGB.
11.1. The user learns about the duration of the chargeable services in the portal.
11.2. The right to terminate for good cause in accordance with Clauses 9. 3and 9. 4remains unaffected.
12. Prices and terms of payment
12.1. The prices and terms of payment valid at the time of the conclusion of the contract (cf. clause 10.2), which the user learns about in the portal, shall apply to the chargeable services.
12.2. Prices are exclusive of the applicable statutory value-added tax, if any.
The provider reserves the right to change individual chargeable services at any time and to adjust the GTC accordingly, provided that they are reasonable for the user, taking into account the interests of the provider. The provider will inform the user in advance in text form (e.g. e-mail) with a notice period of 30 days if it changes the chargeable services.
D. Final regulations
14. Intellectual property rights
14.1. The provider remains the owner of all rights, in particular property rights, to the portal and the services. The user shall only receive the right of use in accordance with clause 6.1and Authorised Users shall receive the right in accordance with clause 6.2 (d).
14.2. The user remains the owner of all rights, in particular property rights, to its content.
14.3. However, the User grants the Provider a (a) non-exclusive, (b) transferable, (c) sub-licensable and (d) time-limited right of use to the Content for the duration of the User Agreement. The above grant of rights of use entitles the Provider to use and exploit the contents for the purpose of fulfilling the contract in all currently known ways; in particular, the Provider may change, transform, reproduce or publish the contents or have these actions performed by third parties. The above grant of rights of use also includes the right of the Provider to use and exploit the contents in the future in ways not yet known.
15. Liability15.1. Insofar as the Provider provides services free of charge, the following shall apply:
- The provider is liable in cases of intent, fraudulent intent or gross negligence.
- In the event of gross negligence, the liability of the Provider for damages shall in any case be limited to an amount of 50.000 EUR.
- In the event of gross negligence, the provider's liability for lost profit and lost business as well as other indirect or consequential damages shall be excluded in any case.
- The Provider shall only be liable for the loss of data (a) in accordance with the above limitations of liability and (b) if the loss could not have been avoided even by the User's customary data backup measures.
- In all other respects, the liability of the provider, irrespective of the legal grounds (contract, tort, indemnity, etc.), is excluded.
- The Provider shall be liable (a) in the event of the assumption of a guarantee, (b) for liability under the Product Liability Act, (c) in cases of intent, fraudulent intent or gross negligence, (d) in the event of injury to life, limb or health and (e) in the event of the breach of material contractual obligations, i.e. obligations the fulfilment of which is a prerequisite for the proper performance of the contract and on the observance of which the User regularly relies and may rely.
- In the event of a slightly negligent breach of material contractual obligations, however, the liability of the Provider shall be limited to compensation for foreseeable damage typical of the contract.
- In the cases of clause 15.2 lit. (b), the liability of the Provider for damages is in any case limited to50.000 an amount of EUR.
- In the cases of clause 15.2 lit. (b), the liability of the Provider for lost profit and lost business as well as other indirect or consequential damages is excluded in any case.
- The Provider shall only be liable for the loss of data (a) in accordance with the above limitations and exclusions of liability and (b) if the loss could not have been avoided even by the other party's customary data backup measures.
- In all other respects, the liability of the provider, irrespective of the legal grounds (contract, tort, indemnity, etc.), is excluded.
15.3. Insofar as the liability of the Provider is limited or excluded in accordance with Sections 15.1 and 15.2., this shall also apply to the corresponding personal liability of the bodies, executives, employees and vicarious agents of the Provider.
16. Secrecy; Advertising
16.1. "Confidential Information" means (a) all business secrets within the meaning of § 2 No. 1 GeschGehG as well as (b) commercial, technical and other information marked as "confidential" or in a similar manner or which is confidential by nature.
16.2. The Provider and the User shall comply with all legal and regulatory requirements in connection with the receipt and use of Confidential Information, in particular the provisions of the GeschGehG.
16.3. Confidential information of the disclosing party ("Disclosing Party") must be treated confidentially and may not be disclosed to third parties. The Receiving Party ("Recipient") shall take reasonable confidentiality measures within the meaning of § No.2 lit.1 b) GeschGehG. The Receiving Party shall not, without the prior written consent of the Disclosing Party, (a) make any observations, examinations, deconstructions or tests within the meaning of §3 No.1 GeschGehG2 with respect to the Confidential Information, (b) perform any other tests, analyses or experiments with the Confidential Information and (c) use the Confidential Information commercially, unless the aforementioned actions are necessary for the purpose of the performance of the Contract.
16.4. Confidential Information may only be disclosed to employees if they need the Confidential Information to perform their work under the User Agreement and are subject to corresponding confidentiality obligations as set out in this Clause 1.6 Any disclosure of Confidential Information by the Recipient to third parties, including any affiliated companies within the meaning of Sections 15 et seq. of the German Stock Corporation Act (AktG), shall require the prior written consent of the Recipient. AktG, requires - with the exception of the cases provided for in clause (16.7f) - the prior written consent of the Disclosing Party, which may not be unreasonably withheld; in this case, however, the disclosure is subject to the condition that the third parties are subject to16 corresponding confidentiality obligations as in this clause.
16.5. The above obligations shall continue to apply for a period of five (5) years after termination of the user contract. Longer confidentiality obligations resulting from statutory provisions shall remain unaffected.
16.6. If the Recipient no longer requires the Confidential Information, but no later than five (5) years after termination of the User Agreement, the Confidential Information and all copies thereof shall, at the Disclosing Party's option, be returned, destroyed or deleted without undue delay. The foregoing obligations of this Clause16 .6 shall not apply if and as long as a return, destruction or deletion is (a) not technically possible due to legal regulations or (b) requires a disproportionate effort.
16.7. The foregoing obligations do not apply to Confidential Information that (a) may be disclosed under the User Agreement, (b) was lawfully known to the recipient before it received it from the Disclosing Party, (c) is or becomes generally known through no fault of the recipient, (d) was or becomes lawfully disclosed to the recipient by a third party without an obligation of confidentiality, without any infringement of these provisions or of any other regulations existing for the protection of the confidentiality of the information in obtaining or transmitting the Confidential Information, (e) was obtained or developed by the Recipient independently and without the use of Confidential Information of the Disclosing Party, or (f) must or may be disclosed by the Recipient due to statutory regulations or official orders, in particular if the disclosure is necessary for the protection of a legitimate interest within the meaning of § para. 51 GeschGehG is necessary.
16.8. Clauses 16.1 to 16.7 also apply in relation to Confidential Information exchanged between Users via the Platform.
16.9. The Provider and the User may advertise the business relationship with each other.
17. Data protection
17.1. In connection with the storage, processing and verification of personal data of the user (e.g. in the context of registration), the provider complies with all applicable provisions of data protection law, in particular the General Data Protection Regulation.
17.2. The user can find further information on data protection here.
18. Amendment of the GTC
19. Offsetting and retention
The offsetting or exercise of a right of retention by the user due to disputed counterclaims or counterclaims that have not been legally established is excluded. The offsetting and exercise of a right of retention by the user is also excluded insofar as the counterclaims are not based on the same contractual relationship.
20.1. The User may not assign its rights and obligations in whole or in part without the prior written consent of the Provider; § 354a HGB remains unaffected.
20.2. The provider is permitted to assign rights and obligations, in particular to affiliated companies within the meaning of §§ 15 ff. AktG (German Stock Corporation Act).
21. Applicable law and place of jurisdiction
21.1. The law of the Federal Republic of Germany shall apply.
21.2. The exclusive place of jurisdiction for all disputes arising from the legal relationship between the user and the provider is Berlin. However, the provider is also entitled to sue the user at his place of business.
22.1. Amendments or supplements to the GTC must be made in writing in order to be effective; the same applies accordingly to the waiver of this written form requirement. The priority of the - also oral - individual agreement according to § 305b BGB remains unaffected.
22.2. Should individual provisions of the GTC be or become invalid, this shall not affect the validity of the remaining provisions.