General Terms & Conditions of apadua GmbH
Stand / Version: June 2024
English Version
These General Terms and Conditions (hereinafter referred to as “GTC”) govern your rights and obligations when using the software of apadua GmbH, located at Subbelrather Str. 200 in 50823 Cologne, Germany. The company is registered with the number HRB 89405. We contradict the validity of contrary terms and conditions. Your contract partner is apadua GmbH (hereinafter referred to as “apadua” or “we”). These terms and conditions have general validity and can be extended by topic specific additional agreements (e.g. project agreements or licenses). apadua offers a SaaS (Software-as-a-Service – hereinafter referred to as “software”) with which clients and contractors of services can collaboratively plan, tender, award and monitor orders. Additional services offered by apadua are regulated by additional agreements.
1. Registration and apadua offers
1.1 The software of apadua is used by clients and contractors of Professional Services. Together with apadua itself hereinafter referred to as parties. Within the registration on apadua you agree to these terms and conditions.
1.2 Based on these terms and conditions you can agree with us on the use of further apadua services. The services, technical requirements and prices for the services you have chosen can be found in the respective service description, which we will send to you before agreeing on additional contracts.
1.3 The scope of the GTC begins with the registration and activation of your personal access data for your user account and remains in force for an unlimited period of time. Rights and obligations of a personal user account are not transferable.
1.4 When registering, you are obliged to provide correct and complete information, in particular your identity, address, telephone number, e-mail address. We may require you to immediately provide us with documents to prove the information you have provided.
1.5 Even during the term of your contract, you must always keep the information you have provided and the documents you have submitted up to date.
2. Access data
2.1 The administrator of the respective organisation is responsible for the up-to-dateness of the users and their respective access rights. apadua does not take any responsibility for unauthorised access by unauthorised users, if the corresponding rights have not been revoked by the administrators.
2.2 Users are not allowed to share your password. Our employees will never ask you for your password.
2.3 Users have the obligation to inform us immediately if you have the impression that third parties are using your access data without authorization. If there is reasonable suspicion that third parties are using your access data, we may take the necessary measures and, in particular, temporarily block or close access. If third parties use your access data without authorization due to your fault, you must compensate us for any resulting damage and pay any usage fees that may arise. If we become aware of any suspected cases of unauthorised third-party use, we will notify the administrator(s) of your organisation immediately.
3. Use
3.1 The maintenance and further development of our services require temporary usage restrictions, which are usually scheduled outside of the main usage times.
3.2 In order to protect our systems and third parties from harmful programs and content such as viruses, Trojans or spam e-mails, we may use technical protection measures. This includes, among other things, the use of filter systems, insofar as such a filter is appropriate, in particular for the protection of telecommunications and data processing systems.
3.3 As a user, you also undertake that data you upload to the platform has been previously checked by you for viruses and other malware.
4. Costs and billing
4.1 Due to the variety of use cases and business transactions during the use of the software, different cost models come into play. We will always inform you in advance if a service is subject to a charge. In this case, we will inform you of the prices and performance features in advance.
4.2 Contractors may incur usage fees when using the apadua software. Such fees are displayed to users transparently as part of the acceptance of the General Terms of Use and must be confirmed in advance. If, in the course of using our software, fees are incurred that use the contractor’s bid volume as a basis for assessment, these will be calculated on the basis of the values stored in the software. A subsequent change of the project content or other events and agreements that change this assessment basis can have an influence on the fees to be paid to apadua. This also applies to cases where the basis of assessment is changed due to changes outside of the software. You are obliged to inform us about such changes immediately and in written form. We reserve the right to verify this information in coordination with the client. A verified change of the basis of assessment leads to an adjustment of the invoice by apadua.
4.3 Payments to apadua are due 14 (fourteen) calendar days after invoicing without deductions.
4.4 In case of delayed payment we are entitled to charge reminder fees in the amount of 25.00 EUR. Outstanding amounts shall bear interest at a rate of nine (9) percentage points above the prime rate during the period of default.
4.5 If we provide you with a statement of the remuneration incurred, you shall be obliged to raise any objections to its amount within two months of receipt. Your objections must be substantiated. Failure to raise an objection within the time limit shall be deemed approval of the invoice.
4.6 When clarifying issues relating to volume-based invoices, the Contractor and the Client shall have a duty of cooperation to disclose the actual volumes and any ancillary agreements with regard to the basis of assessment.
5. Contents & Data
5.1 Within the scope of the use of our software, the client and contractor deposit different data. We always treat these data confidentially and set up all common technical measures to protect these data from access by third parties.
5.2 We do not claim any direct rights of use or exploitation of this data. apadua is authorized to use the content anonymously for purposes of quality assurance, statistical evaluation, and research as well as for the provision of services agreed upon with clients and contractors. Such anonymized data can neither be traced back to the users personally nor to organizations of the users.
5.3 In principle, we do not process any personal data other than the names, email addresses and other address information of the organizations.
5.4 For all content that you post or make accessible within the framework of our services, you as a user must have the necessary rights. Therefore, before uploading content, please check whether you have the necessary rights to do so.
5.5 We are entitled to block content that you have posted if there is reasonable suspicion that this content violates legal provisions or these GTC or infringes the rights of third parties. A reasonable suspicion exists in particular if you are the subject of official or criminal investigations because of content that you have posted. We can maintain the blocking until the suspicions have been cleared up. We reserve the right to check and, if necessary, reject content that you post in publicly accessible areas.
5.6 apadua uses company-related data such as company name and address or the company website, among other freely accessible company data for better identification of contractors for our clients. By accepting these terms and conditions, contractors agree to the use of the data in the course of the initiation and execution of project tenders within the software.
6. Lawful Use and Blocking
6.1 You may use our services only in a manner or for purposes that do not violate these TOS or applicable law or infringe the rights of third parties. Please note in particular:– The dissemination of racist, pornographic, violence glorifying or trivialising as well as immoral content is prohibited. It is also prohibited to disseminate information that impairs or endangers the development or education of children or young people or that violates human dignity or other legal interests protected by the German Criminal Code. Furthermore, you may not incite to criminal acts or produce or disseminate instructions for criminal acts.
– Insulting, harassing, defaming or threatening other users is prohibited.
– You may not violate any copyrights, trademarks or other proprietary rights of third parties through your use.
– You may not distribute unsolicited mass mailings.
6.2 Furthermore, we point out that both the provision of and the remuneration for services in certain areas are regulated by legal provisions and are therefore not or only to a limited extent freely negotiable. You are obliged to ensure compliance with such restrictions.
6.3 If you culpably violate these GTC or applicable law, we may take the necessary measures. In the case of minor violations, these may be limited to a notice that the GTC, legal provisions or the duty of consideration have been violated. Serious violations may lead to the temporary or complete blocking of individual services or your access or even to termination without notice. In the event of such a blocking, you are still obligated to pay the full remuneration.
7. Offers and Orders
7.1 Project requests published by clients at apadua are non-binding invitations to submit offers by clients. Clients can submit their offers for orders using the functions provided for this purpose. They have to state the actual price to be charged, i.e. net amount plus applicable sales tax and additional costs.
7.2 You shall be bound by your offer for the term of the invitation to tender and for a period determined by the Customer thereafter. The client can accept offers during this time or request further offers in coordination with you via the software.
7.3 Requests published at apadua and submitted offers can only be deactivated or deleted using the functions provided for this purpose. Thereby the client retains the authority to act on received offers. That means, after offers have been submitted by the contractor, they can only be changed by request of the contractor. Further information on this topic is available in the context of the order process and on our help pages.
7.4 The awarding of a project by the client to the contractor via apadua software represents a declaration of intent to conclude a service contract by the client. This service contract is designed and concluded between the client and the contractor outside of apadua’s service offer.
7.5 Agreements deviating from the original contractual contents communicated in the tender require written form and written confirmation of the other contractual partner and are to be solved bilaterally. apadua thus acts as intermediary and software provider, but does not become contractual party during the service provision.
8. Evaluations
8.1 In some cases contractors and the client have the possibility to rate each other after the completion of the order.
8.2 Through the ratings, apadua users should get a meaningful and accurate picture of the quality, reliability and trustworthiness of the clients and contractors. To achieve this goal you are only allowed to make factual and truthful statements about other users. In particular, inaccurate, unobjective or insulting statements are to be refrained from and may lead to the complete or partial deletion of the rating, blocking and/or further, appropriate measures.
9. Use of Your Personal Data
9.1 We use your personal data exclusively for the provision, use and billing of our services, unless further use of data is provided for by law or we have your express consent.
9.2 Details on the processing of your personal data can be found in a separate privacy policy, which you can find on our website.
10. Liability
10.1 Apadua is liable in cases of intent or gross negligence as well as in cases of culpably caused injury to life, body or health according to the legal regulations. In cases of gross negligence the liability is limited to the contract-typical, foreseeable damage, as far as there is no other exception listed in p. 1 or p. 3. Apart from that apadua is only liable (i) for culpable violation of cardinal obligations (cardinal obligations are obligations, the fulfillment of which enables the proper execution of the contract in the first place and on the compliance of which the contractual partner may regularly rely), (ii) as far as apadua has fraudulently concealed a defect or (iii) apadua has assumed a guarantee of quality. The claim for damages for the breach of cardinal obligations is however limited to the contract-typical, foreseeable damage, if there is not at the same time another of the exceptional cases listed in p. 1 or p. 3.
10.2 The provisions of the above subsection (1) shall apply to all claims for damages, irrespective of their legal basis. They shall also apply to the claim for reimbursement of futile expenses.10.3 A change in the burden of proof to the disadvantage of Apadua is not connected with the above regulations.
10.3 A change of the burden of proof to the disadvantage of apadua is not connected with the above regulations.
10.4 Apadua offers through its web service among others the identification of contractors. By means of intelligent algorithms, qualitative research and obtained quality information these contractors are categorized and listed. This is done using publicly available and proprietary data from apadua. In case of searches by clients, the contractors are shown as potential candidates based on dynamic factors. apadua does not guarantee that the suggested contractors will actually deliver the best possible project result.
10.5 Apadua has no influence on quality, costs and schedule of the provided services. Any liability on the part of apadua regarding the services provided by contractors is excluded.
10.6 Legal disputes that arise between client and contractors due to the initiation, execution and results as well as settlement of liabilities for project orders are to be settled between the two parties.
11. Independence and Influence
11.1 Apadua guarantees the legal and economic independence of listed contractors on our platform. We also guarantee that suggested contractors are listed or even displayed without any influence from them. This is done purely by internal algorithms within the web service.
11.2 There is no right to inspect our raw data, algorithms and technical processes.
12. Secrecy
12.1 All users undertake to maintain confidentiality towards third parties who are not necessarily involved in the processes of the client or contractor. The information made available via the software may therefore only be used for the purpose of initiating business, submitting tenders and securing audits. Reproduction or publication of this data is prohibited during and after the tendering phase and during and after the project implementation phase.
12.2 Furthermore, both parties undertake to make the information and findings they have received during and after the tendering phase and during and after the implementation phase in oral form, by telephone or in paper and electronic form available only to the group of employees directly involved in the preparation of the offer, the evaluation of the offer or the implementation of the project. In doing so, all Contracting Parties shall ensure that the persons involved have concluded an equivalent confidentiality agreement with the Contracting Party. This applies in particular to the transfer within the company’s own group of companies or to subcontractors.
12.3 The contractor shall ensure that after the award process all company-specific data (in paper or electronic form) of the contracting party that was used by copying or downloading outside the software is irretrievably deleted or destroyed insofar as this is possible within the legal framework.
12.4 For reasons of traceability, all data shall remain stored within the software and shall be available for inspection by the contractors and the client. The statutory retention obligations are complied with. Deletion of data can be requested in writing at any time. For data that is requested and used by third parties (e.g. clients), the deletion must be requested there.
12.5 The handling of the information shall always be subject to the duty of care of the contracting parties. apadua is not liable for violations of these agreements by the client or the contractor.
12.6 Each party is entitled to disclose information on an exceptional basis if and to the extent that this is required due to statutory provisions, court orders, the rules and regulations of a supervisory authority or the rules and regulations of a securities trading exchange, after having informed the respective other parties of the intended disclosure to the extent permitted by law.
13. Term and termination of the contract
13.1 The usage contract shall be concluded for an indefinite period. It may be terminated by giving one month’s notice. If you have concluded a paid contract with us with a minimum term, your termination is possible within the specified period at the earliest at the end of the minimum term. Please refer to the respective service description to find out which minimum term applies.
13.2 Notice of termination must be given in text form. Please send an e-mail to info@apadua.com.
13.3 Please note that you will no longer be able to use our services after the termination takes effect. The party withdrawing from the contract may request the deletion of data that was used exclusively for its own purposes. For data requested and used by third parties (e.g. clients), the deletion must be requested there.
13.4 We have the right to terminate a contract concluded with you without notice if it is no longer reasonable for us to adhere to the contract, in particular if you culpably violate these GTC or applicable law. We shall also be entitled to terminate your framework agreement with one month’s notice. The termination shall be effected by e-mail to the e-mail address provided by you. With the effective termination of the framework agreement for cause, all existing contractual relationships regarding the use of apadua offers will end.
13.5 In case of termination by us, you can only re-register to our offers with our explicit consent. apadua users are not allowed to allow former apadua users, who have been terminated by us, to use our services or products.
13.6 Your right to terminate the contract for cause remains unaffected.
14. Amendment of the General Terms and Conditions, Changes to Services
14.1 We are entitled to amend these GTC at any time with effect for the future in compliance with the following procedure. We will notify you of the changes by e-mail at least three weeks before they are scheduled to take effect. You may object to the changes within three weeks of receipt of the notification. If you do not object or if you expressly agree to the changes, the changes will take effect at the notified time of entry into force. If you object within the time limit, the contract will continue under the previous conditions. Together with the envisaged changes, we will inform you of your right to object, the deadline to be observed and the consequences of objecting or of the deadline having expired.
14.2 If the amendment affects essential contractual obligations for you or us (i.e. obligations the fulfillment of which is essential for the proper performance of the contract and compliance with which the other party may regularly rely on), the reservation of right to amendment shall only apply if the amendment is reasonable for you, taking into account our interests. This shall be the case if– the change refers to non-remunerated offers, services or areas of apadua and we ensure that at the time the change comes into effect, ongoing tenders remain unaffected by the change, or – the change refers to paid offers, services or areas of apadua and we ensure that the already ordered fee-based functions, services and areas remain unaffected.
15. Final provisions
15.1 The transfer of rights and obligations from an existing contractual relationship with apadua by the user requires the prior written consent of APADUA.
15.2 German law is applicable to this agreement. Place of performance and jurisdiction is Cologne/Germany.