Terms and Conditons

‍1. Scope

These terms and conditions (also the Agreement) apply between 02100 Digital GmbH (also “02100 Digital”, “we” or “us”) and the professionals (PROs) and clients and shall cover the entire scope of access and use of this Platform. We created this Platform to connect professionals with Clients for their projects.

Access to and use of the Platform is dependent upon accepting these Terms and Conditions. First, they have to explicitly be accepted by clicking on “I have read and understood the Terms and Conditions and I agree to them” while creating an account, and then this choice needs to be confirmed by validation e-mail. If you as professionals, companies and clients do not agree to these Terms, you should not click on “I have read and understood the Terms and Conditions and I agree to them” and instead get in touch with us.

We explicitly point out that these Terms and Conditions only apply to the access and use of the Platform, which we merely make available as a service to enable PROS and Clients to match and work directly with each other. 02100 Digital is not responsible for the work of the PROs or the fulfilment of obligations agreed upon by the PRO and the Client.

The application of other Terms and Conditions is expressly excluded. This shall also apply if 02100 Digital has not explicitly objected to the Terms and Conditions of the PROs or of the Clients or provides services without objection.

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2. Definitions

Terms not specifically defined in this Section shall have the meaning given to them in the Clauses and this Agreement, terms specifically defined are as follows:

2.1 Client means companies, entities, individuals and self-employed persons using the Platform to find and match with a PRO for a Project or similar service.

2.2 Confidential information shall mean any and all non-public or proprietary information, both of commercial or technical character, and other materials disclosed, furnished, communicated, or supplied in written, visual, oral, and electronic format by 02100 Digital, the Client or the PRO to each other, especially regarding the Platform, the challenges provided there, and the projects. Confidential information shall also mean any information that has not been expressively identified as such but can be understood to be confidential or proprietary by the nature or the circumstances, i.e., anything regarding current or future projects or business, services, and products and the like.

Notwithstanding any other provision of this Agreement, the parties hereby acknowledge that Confidential Information shall not include any information that:

a) is currently or subsequently in the public domain or available without breach of this Agreement;

b) was previously in the possession of the Receiving Party without any obligation of confidentiality and which was not acquired from, or otherwise disclosed by the Disclosing Party;

c) the Receiving Party lawfully receives without any obligation of confidentiality from a third party which itself had prior received the same without any obligation of confidentiality;

d) is required to be disclosed by law always provided that in such an event, the provisions of Clause 6.6 do apply.

2.3 Party means 02100 Digital, the PRO or the Client.

2.3.1 Disclosing Party means the party disclosing Confidential Information to the other party.

2.3.2 Receiving Party means the party receiving Confidential Information from the other party, especially through access and use of the Platform.

2.4 Platform means the website/application created by us, which enables the PROS to participate in challenges and get access to selected projects, and the Clients to create projects, assign PROS as well as to match and work directly with PROS until the project is over.

2.5 PRO means every company, entity, individual and self-employed person providing professional tech services and using the Platform to get in contact with a Client and match for a Project.

2.6 Project means any task, assignment or project set on the Platform for which the Client is looking for one or more PROs to provide professional tech services.

2.7 Services means the service provided by 02100 Digital whereby PROs and Clients can register at the Platform to create an account, do challenges to prove their expertise and knowledge (PRO) and match each other for certain Projects.

2.8 User means PROs and Clients using the Platform for its Services.

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3. Services and Registration

3.1 The Services act as a marketplace through which PROs and Clients can match for certain projects. 02100 Digital provides the Platform for clients to create projects and allows them to assign PROs to their projects (Matching) while ensuring the required expertise of the PROS via a multi-step application process and skill-based challenges. Despite 02100 Digital’s best efforts to ensure quality control, for example build-in mechanisms like setting a timer for the questions to make it more difficult to use aids, it cannot guarantee and is not responsible for the accuracy of the information provided by the PROs.

3.2. 02100 Digital makes the Services available to the user during his subscription. The extraordinary termination and notice of cancellation shall be governed by Clause 8. 02100 Digital will use all economically viable efforts to make the Services available on an uninterrupted basis except for planned downtime and any unscheduled emergency maintenance.

3.3 The access to the Platform and the use of the Services requires that the PRO and the Client register with their personal and professional information. Clause 4 specifies which obligations PROs and Clients have regarding their personal and professional information when registering and using the Platform.

3.4 When the PRO or the Client register, they both can create a profile: this gives the PRO the opportunity to upload his CV and professional experiences, and the client to introduce his Project. However, 02100 Digital manually checks each new registration and validates PROs and Clients only after verification. If there is any doubt about the identity of the user or the information provided, the user is obliged to provide truthful and accurate information when requested to do so by 02100 Digital. Although 02100 Digital makes every effort to ensure that the data concerning user identity and information, and expertise and experience of PROs are accurate and truthful, 02100 Digital is not in fact responsible for the accuracy of any of said information.

4. Obligations and responsibility of the User

4.1 By accepting these Terms and Conditions the User agrees that

4.1.1 he provides accurate, current and complete information during the Registration process and during the use of the Platform;

4.1.2 he maintains and updates his professional and personal data;

4.1.3 he uses his account solely and exclusively for himself and prevents any form of unauthorised access by third parties. For this purpose, the PRO assures that he keeps his access and login information, in particular his password, safe;

4.1.4 he will immediately notify 02100 Digital of any misuse or unauthorised use by third parties and he assumes sole responsibility for all activities carried out via his account.

4.2 By accepting these Terms and Conditions the Client agrees that he is responsible for assessing the PRO’s skills and experience for the implementation of a project and for reviewing this expertise if necessary.

4.3 By accepting these Terms and Conditions the PRO and the Client agree that they will not steal any data or information on the platform, the challenges or questions (in whichever form), and that they will neither use false information nor copy or collect data or use any method of data scraping, mining or resort to plagiarism.

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5. Limitations and Liability

5.1 02100 Digital is the provider of the Platform but is not responsible for the services of the PRO in a project. 02100 Digital cannot assure or guarantee that everything on it is accurate, but makes every reasonable effort while providing the Platform.

5.2 02100 Digital is in no case a party to the terms or the contract between the PRO and the Client.

5.3 To the maximum extent permitted by law, 02100 Digital is not liable for any damage, or direct or indirect losses arising either out of the use or the inability to use this Platform.

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6. Confidentiality

6.1 Regarding the disclosure of Confidential Information by the Disclosing Party, directly or through the Platform, the Receiving Party hereby agrees to hold and keep in confidence any and all such Confidential Information, and to ensure that it and its representatives and employees use such measures and/or procedures as it applies to its own Confidential Information, all in accordance with the terms of this Agreement.

6.2 The Receiving Party undertakes that it and its Representatives shall make use of the Confidential Information solely for the purposes supplied by the Platform, especially for the registration, the proof of expertise and the matching of a PRO to the project of a Client.

6.3 The Receiving Party shall take all reasonable steps and measures to minimise the risk of disclosure of Confidential Information and keep said Confidential Information secret, by ensuring that only such representatives and employees who are authorised shall have access to the it, and that such access is only granted on a need-to-know basis. The Receiving Party shall ensure that all its representatives and employees are aware of, understand and observe all terms in this Agreement.

6.4 The Receiving Party shall ensure that the Confidential Information shall not be reproduced or transmitted by any means. The Receiving Party shall also use its best efforts to ensure the security and control of any Confidential Information in its custody or control. The Receiving Party hereby agrees that it shall return to the Disclosing Party all documents and materials containing any Confidential Information and all copies thereof, at any time upon request by the Disclosing Party, or upon a determination by the Parties to end the purpose for which this Agreement was entered. Alternatively, at the request of the Disclosing Party, the Receiving Party shall destroy all documents and materials containing any Confidential Information and all copies thereof.

6.5 The PRO is especially obliged to hold and keep in confidence any and all information about the challenges implemented in the Platform. These challenges cannot be copied and are considered Confidential Information. 02100 Digital will claim any damage resulting from the breach of this obligation.

6.6 In the event that the Receiving Party or any of its representatives or employees are obligated to disclose any Confidential Information as a result of a court order or pursuant to governmental action or other requirement by law, the Receiving Party shall immediately inform the Disclosing Party prior to such disclosure so that the Disclosing Party is given an opportunity to object to such disclosure. Should any such objection by the Disclosing Party be unsuccessful, the Receiving Party and/or its Representative(s) or employees so obligated to disclose Confidential Information may disclose such Confidential Information only to the extent required by the relevant court order or governmental action.

6.7 These regulations do not replace any regulation regarding confidentiality between the PRO and the Client. They are themselves responsible for agreeing a Non-Disclosure-Agreement.

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7. Data Policy and Protection of Data

By accepting these Terms and Conditions the PROs and Clients acknowledge that they have read and understood our Data Policy which is available in the current version at https://www.02100.com/en/pro-network/privacy-policy

The Data Policy sets out how 02100 Digital processes, uses and protects the data of PROs and the Clients. By accepting these Terms and Conditions, the Data Policy is also accepted. If you no longer agree to the processing and use of your data, contact the data protection officer named in the Data Policy immediately, and stop using the Platform.

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8. Term and Termination

8.1 These Terms and Conditions and all obligations arising thereof shall come into effect upon registration of the PRO or the Client and shall remain in effect even after deletion of the account or the termination of the contractual relationship. This applies especially to clauses 4 and 6, in particular the strict prohibition to make use of or share the questions and challenges after termination. Any breach of these obligations will lead to claims for damages.

8.2 02100 Digital may terminate the contractual business relationship with any PRO or Client at its convenience at any time and for any reason. In this case the account will be deactivated within 30 days after written notice has been given.

8.3 Furthermore, written notice can be given after the other party breaches the obligations of these Terms and Conditions. In that case, the contract will be terminated and the account deactivated within 14 days after the written notice. In the event of a serious breach of these obligations, 02100 Digital may suspend the account immediately while notifying the PRO or Client of the reasons – after notification, the PRO or the Client have 14 days to try to resolve the allegation.

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9. Force Majeure and Third Party Liability

9.1 02100 Digital shall not be liable for any delay direct or indirect in performance or interruption or cessation of services if caused by an unforeseen event such as acts of God, acts of governmental authorities, natural catastrophes, wars, pandemic events, black-outs or any other cause beyond reasonable control or contemplation. 02100 Digital will take reasonable steps to mitigate the impact of any force majeure.

9.2 02100 Digital does not guarantee uptime and is not responsible nor liable for provider or service failures, including but not limited to failures caused by third parties, or impacts thereof, e.g. the loss of or problems with telecommunications, if failures were caused without intent or gross negligence. This also applies even if 02100 Digital had specifically taken measures to prevent such failures.

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12. Applicable law and Jurisdiction

12.1 These Terms and Conditions and the entire legal relationship between 02100 Digital and any other party 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).

12.2 If the PRO or Client is a corporation, limited liability company or commercial partnership or otherwise operates a commercial business (Kaufmann within the meaning of Sec. 1 (1) of the German Commercial Code) or is a legal entity or special fund organized under public law, the courts in Hamburg shall have exclusive jurisdiction in respect of all disputes arising out of or in connection with the relevant contract. In all other cases, the parties may file suit before any court of competent jurisdiction under applicable law.

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13. Amendment of the Terms and Conditions

13.1 These Terms and Conditions contains the entire agreement between the parties in regard to the subject matter hereof; no side agreements have been entered into.

13.2 Any amendment or supplement to these Terms and Conditions and any waiver of a right hereunder must be made in writing. The foregoing provisions shall also apply in regard to a waiver of the requirement of the written form.

13.3 Should any provision of these Terms and Conditions, or any provision incorporated into these Terms and Conditions in the future, be or become invalid or unenforceable, the validity or enforceability of the other provisions of these Terms and Conditions shall not be affected. The same shall apply if these Terms and Conditions turn out to be incomplete (in particular because of the parties' unintended failure to contemplate an issue). The invalid or unenforceable provision shall be deemed to be substituted, and, to fill the gap, the parties shall be deemed to have agreed upon, a suitable and equitable provision which, to the extent legally permissible, comes closest to the purpose of the invalid or enforceable provision or to the presumed intent of the parties if had they considered the matter.

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