Terms and Conditions of Snubes GmbH
Version 1.3 – Datum 09.04.2023
1. General information
Snubes GmbH [Gerichtstraße 51, 13347 Berlin, email@example.com] („ Snubes“) is the operator of the Snubes Website including all sub-domains and the platform service („ Service Offering“) offered there. The business relationship arises between Snubes GmbH and the respective contractual partner („ Customer“). Customers are clients/companies/businesses looking for service offerings („ Clients“), and service providers/ contact centers/ BPO providers („ Service Providers“). A contract for the contact centers and outsourcing products and services („ Services“) that are searched for and offered is concluded exclusively between the customers and service providers. Snubes acts only as an intermediary.
Other terms and conditions of the customer are hereby rejected. They will not be applied unless Snubes expressly agrees to them in writing. This shall also apply if and to the extent that the scope of the customer ‘s terms and conditions goes beyond the scope of these Terms and Conditions.
Snubes is entitled to amend its General Terms and Conditions with effect for the entire future business relationship with the Customer upon notice. The change shall be deemed approved if the customer does not object in writing within two weeks after written notification of the change.
2. Subject matter of the contract
Snubes offers website visitors („ Users“) a quick and easy search for services with price and quality transparency. In addition to an active search, Snubes also offers a tendering function.
Service providers can present their services via the platform and have the opportunity to actively apply for projects and win tenders via a project search.
The use of the service is free of charge for the client. Service Providers will pay a commission for the brokerage as set forth in Section 5. Snubes is entitled to offer the Services to anyone, including those persons/companies that are potential competitors of the Customer. A competitor protection is excluded.
Snubes provides its services carefully and conscientiously. However, Snubes shall not be liable for errors (including obvious errors or typographical errors), interruptions (due to temporary and/or partial failure, repair, update or maintenance work on the Platform or otherwise), inaccurate, misleading or untrue information or failure to transmit the information. Each service provider remains responsible for the completeness and correctness of the (descriptive) information (including prices) on the platform.
3. Conclusion of contract
The contract between Snubes and its customers is concluded when the account is opened on the website.
The customer creates an account on the platform. By creating an account, the customer confirms that all information provided by him is correct, complete and up-to-date. Only one account per customer may be created without the prior written consent of Snubes. He confirms his email address by means of a link in a confirmation email, which he subsequently receives.
This also applies in the case of registration via providers such as LinkedIn or Twitter and the information stored there.
In the event of false, inaccurate, outdated or incomplete information, Snubes reserves the right to suspend the account in question and refuse to use the Website.
Once the account has been activated, service providers have the option of creating a customer profile and various service profiles and carrying out a project search in the bidding area. In addition to a general search for suitable services and service providers, clients also have the option of carrying out a price calculation of services and creating tenders and projects.
4. Selection procedures and offers
(1) Customer information
Information, such as information on services, tenders or the person of the customer, is provided by the customers themselves via their profiles. Customers are obliged to keep all information provided by them up to date and to provide only correct and complete information. Snubes reserves the right, but not the obligation, to verify customer information at any time. Customers are solely responsible for ensuring that prices and other information listed on the website are always up to date. Snubes does not warrant the accuracy or completeness of customer information.
Snubes ‘ service does not constitute a recommendation or endorsement of the quality of any available service. The client is responsible for checking the skills, experience and references of the service providers before using a service.
(2) Service profile
To publish an offer, the service provider must create a service profile for his account. The number of service profiles is unlimited. The service provider is free in the design of his services. He is responsible for the contents himself. Snubes reserves the right to verify the accuracy and completeness of the Service Profiles prior to their activation.
As soon as a service provider has created a service profile and this has been activated by Snubes, it is visible to customers and can receive legally non-binding inquiries or invitations to tender from them („ inquiries“). Each inquiry contains a project description, which contains service conditions and further information about the project. The service provider has the possibility to accept one or more requests. If a request is accepted, the service provider must agree to the project terms and conditions, also known as preconditions, and a confidentiality agreement, provided that the project terms and conditions and the confidentiality agreement are part of the request. If a request is accepted, both customer and service provider will receive each other ‘s contact information that the customers have shared with Snubes.
(3) Project profile and invitation to tender
In the same way, a client can create projects via his account after he has created a profile. The number of projects is not limited. The client is free in the design of his projects. He is responsible for the contents himself.
In the following step, the client can request individual service providers for a quotation or tender and make them available to all or selected users. Service providers can apply for activated projects or respond to invitations from clients. If the customer confirms a service provider ‘s participation in a project, both the customer and service provider will receive each other’s contact information from Snubes that the customers have shared with Snubes.
For an invitation to tender, the contracting authority must prepare a project description. The project description must meet the requirements for a tender so that service providers have precise details for a detailed offer. There are two types of calls for tenders: (1) the standard tendering procedure and (2) the guaranteed tendering procedure.
In the case of standard invitations to tender, service providers who have been invited by the contracting authority to participate in the invitation to tender or who have actively sought to participate may submit tenders and concepts in the format prescribed by the contracting authority. If the Service Provider wishes to submit a binding offer to the Customer after completion of the tender procedure, he may do so via the Platform, by post, fax or e-mail. The conclusion of any contract between the Customer and the Service Provider is the sole responsibility of such parties; Snubes does not warrant that the use of the Platform will result in the conclusion of any contract. Snubes is not responsible for the success expectations of its customers.
In the case of guaranteed invitations to tender, the contracting authority guarantees the invited service providers compensation for the cost of preparing a bid. The amount of the expense allowance shall be determined beforehand by the client. The principal must select a service provider by a time specified by Snubes. If the Customer does not select a winner, the Service Providers who have participated in the guaranteed tender and have not violated the provisions of this agreement shall be entitled to equal payment of the expense allowance to the Customer. Such a claim does not arise against Snubes.
The tender procedure is terminated when the contract between the Client and the Service Provider is concluded or the Client or Snubes declare the tender procedure on the Platform to be terminated.
The use of the services is free of charge for the clients.
The Service Provider shall pay a commission to Snubes for each contract entered into with a client that has been referred to by Snubes. The commission payable to Snubes by the Service Provider shall be payable upon conclusion of a contract and shall be due at the same time.
A mediation leading to the conclusion of a contract exists if
(1) the Client has visited the profile and offer page of the service provider,
(2) the Service Provider participated in an invitation to tender issued by the Client, or
(3) an offer has been requested from the Service Provider
and this subsequently results in an order between the Client and the Service Provider.
Such mediation shall also be deemed to exist if
(1) a contract is concluded between the Client and the Service Provider within 18 months of the conclusion of the tender procedure and the main performance obligations largely correspond to the obligations arising from the tender procedure; or
(2) the Client introduces the Service Provider to another person or another company (client) within 18 months of the conclusion of the tender procedure and the Service Provider is commissioned by the other person/company.
If the Client enters into a contract with more than one Service Provider through Snubes, the commission shall be payable by each of these Service Providers.
The Service Provider pays a monthly commission during the contract period between the Client and the Service Provider in the amount of a small percentage of the volume set forth in the contract between the Customers. The Service Provider has a corresponding monthly reporting obligation with regard to the sales volume of the project. In order to determine the commission, the Service Provider must submit the invoice and payment terms (upload to the account or email) to Snubes within 10 calendar days of invoicing the client. The commission claim will then be invoiced by Snubes.
The commission claim is valid for the entire duration of the mediated project, unless the duration of the contract is more than four years. In this case, the obligation to pay commission ends already after the expiry of the four years beginning with the invoice date of the first invoice transmitted for this project.
If a project brokered by Snubes is continued in subsequent contracts and the main obligations under the original project remain, then this contract shall also be deemed to be brokered by Snubes. In the case of subsequent projects, the obligation to pay commission ends four years after the invoice date of the first invoice transmitted for the original project.
All fees are exclusive of the statutory value added tax. The invoices are payable without deduction after receipt of payment by the Service Provider or at the latest after 60 calendar days. A set-off of the customer with counterclaims is excluded, unless it concerns undisputed or legally established claims of the customer.
Snubes will refund the Service Provider ‘s commission if the Service Provider does not receive the invoice amount from its Clinet as part of a dunning procedure.
If the agreement between the Service Provider and the Client is terminated within three months of the date of the contractually agreed start of the project without performance occurring (e.g. by notice of termination, termination agreement), the Client shall be entitled to claim from Snubes the commission paid by the Service Provider to Snubes as compensation. This shall only apply if the Client notifies Snubes in writing of the termination of the contract within 10 days and the termination of the contract is based on proven quality-related reasons and if the Service Provider has already paid the commission to Snubes. The client ‘s claim for compensation expires 6 months after it has arisen.
The Service Provider is entitled to be exempted from the commission obligation in individual cases. This presupposes that the Service Provider, after receiving a request, establishes that it was already aware of the Client and the request for a tender before the invitation to tender. This is intended to exclude the obligation to pay commission in cases where the Service Provider could have obtained the contract even without the mediation work of the Snubes. It is not sufficient that the Service Provider has already had contact in the past with another department or company of a requesting client or has already carried out another project.
The notification of the knowledge of the client and the request for quotation must be sent by e-mail within 48 hours of receipt of the request to firstname.lastname@example.org stating the service provider ID and the request ID. If this notification is not made in due time, the entitlement to exemption from the commission obligation shall lapse. Requests for exemption from commission will be processed by Snubes within 5 business days. The service provider will be informed of the decision by e-mail.
6. Obligations of the customer
Every customer is obliged to inform Snubes immediately and unsolicited in writing if a contract is concluded and the conditions according to clause 5, paragraph 3 or 4 for a commissionable mediation are met. In addition, the Customer is obliged to inform Snubes of the main terms of the contract (contract volume in €, date of signing, date of project start, etc.).
Each Customer shall also be obliged to inform Snubes of any subsequent agreements in which the principal performance obligations under the originally brokered agreement are retained and which are entered into between the same parties.
The notification must be made without prior request by Snubes within two calendar weeks after the conclusion of the contract or subsequent contract. Upon expiry of this period, Snubes shall have the right to demand information from both the Client and the Service Provider about the circumstances that are relevant for the accrual and amount of the commission claim.
In the absence of such notification, Snubes shall be entitled to delete the Customer ‘s profile and terminate this agreement without notice. In addition, the customer is obliged to pay a contractual penalty amounting to twice the commission accrued for the conclusion of the contract.
If the Service Provider fails to comply with its notification obligations within the two-week period, it shall be obliged to pay a contractual penalty amounting to 5% of the accrued commission for each commenced day of delay.
7. Term and termination
The customer may terminate the contract at any time without notice. Snubes may terminate the Agreement at any time with one month ‘s notice to the end of the month. The right to extraordinary termination for good cause without notice and with immediate effect remains unaffected. An important reason for snubes is in particular when
- the customer provides false, inaccurate, outdated or incomplete information on the platform and does not correct it despite a warning;
- the customer spreads or creates content on the platform which is humiliating, violent, threatening, vulgar or xenophobic and which is likely to violate human dignity;
- the customer violates essential provisions of this contract.
Any notice of termination must be in writing to be effective.
All cancellations result in the immediate blocking of the profile page for the customer at the end of the cancellation period. Payment obligations that have already arisen shall remain unaffected by any termination. The deletion of the customer account by the customer is equivalent to a termination.
All copyright, trademark or other intellectual property rights in the Website that Snubes makes available to the Customer under the Agreement are owned exclusively by Snubes to the extent of the parties to the Agreement. Insofar as the rights belong to third parties, Snubes has been granted the corresponding exploitation rights. For the duration of the contractual relationship and only for the purposeful use of the platform, the customer is granted the right to use these rights.
The Customer grants Snubes the right to use the information (including trademarks, texts, images) posted by the Customer on its customer and service/project profiles. Snubes uses the information provided solely for the purpose of providing the services on the Platform. The customer shall ensure that he is entitled to grant all rights of use. The Customer indemnifies Snubes against all claims by third parties arising from the use of the information provided by the Customer.
The Customer may not use the Platform for any purpose other than using the Snubes Services, activate any features not enabled on the Website, transfer any rights of use to any third party, allow any third party unauthorized access to the Snubes Services, or remove or modify any notices of Snubes ‘ statutory ancillary copyright. The Customer is not entitled to change, reproduce, decompile or translate the source code of Snubes.
9. Integration of third parties by Snubes
Snubes has the right to commission third parties to perform all or part of the services agreed under this Agreement. The customer ‘s data will be made available to these third parties exclusively within the scope of the purpose of the contractual relationship.
10. Confidentiality and data protection
Snubes and the Customer („ The Parties“, individually „ Party“) will keep confidential all business transactions of the other party that come to their knowledge. The parties undertake to treat the contents of this contract and the services owed as confidential vis-à-vis third parties. The disclosure of contractual agreements to third parties is only permitted with the prior written consent of the other contracting party. These obligations shall continue to apply even after termination of the contract.
In the event of a breach of confidentiality obligations, the breaching party shall be obliged to pay an appropriate contractual penalty. The amount of the penalty shall be at the discretion of the other party and may be reviewed and, if appropriate, adjusted by a court.
Snubes shall be entitled to use the Customer, its company and its identifying brand as a reference during the term of the agreement with the Customer, unless the Customer objects to such use within 2 weeks of entering into the agreement.
11. Use of electronic means of communication
An e-mail is sufficient to comply with the written form according to this contract.
The customer is obliged to always keep his email address stored on the platform up to date and to ensure his own availability via this email address. The Customer must notify Snubes of any change of address (business address) to enable Snubes to communicate with the Customer by post.
12. Other functions
Customer agrees that the Platform and all customers will benefit from feedback and acknowledges that Snubes may post feedback from other customers about Services on Customer Profiles, Service Profiles and otherwise on the Website. Feedback consists of comments, ratings and customer satisfaction indicators (e.g. strength or risk score, identity or other evidence) left by customers. Customer further acknowledges that Snubes may make the Feedback (including compiled feedback) available to other users. Snubes offers the feedback system as a means by which customers can publicly share their opinions. Snubes is not required to review or censor feedback. Feedback should always be directed to the company behind a profile and/or service and should never be directed to an individual. The feedback may not be used to make statements about the creditworthiness, creditworthiness, etc. of another customer.
Customer feedback does not represent Snubes ‘ opinion, recommendation or evaluation.
Snubes does not review customer feedback for accuracy or credibility unless a customer requests Snubes to review a feedback. Customers are prohibited from deliberately making false and defamatory statements about another customer on the platform. The customer is liable for the damages of other customers caused by deliberately false or defamatory statements. Snubes is not responsible for the content of feedback from its customers. Snubes reserves the right, in its sole discretion, to remove any published feedback that violates the Terms and Conditions or adversely affects the Platform. The Customer is required to notify Snubes of any false, erroneous or defamatory feedback.
(2) Username and Passwords
When a customer registers an account, a customer name, password and company name are required for the account. The customer is responsible for the security and confidentiality of the account username and password. The Customer is obligated to notify Snubes immediately of any unauthorized use of its account.
(3) Identity Verification / Third Party Verification
When a customer registers an account and periodically thereafter, the account is subject to identity verification. Validation includes comparison with third-party databases or verification by one or more official legal documents that can confirm the identity of the customer. The Customer authorizes Snubes, directly or indirectly through third parties, to perform the necessary requests to verify the Customer ‘s identity. Upon Snubes ‘ request, the Customer shall provide Snubes with information about itself and the company, such as the commercial registration number or the VAT number.
(4) Account Registration & Profile
To complete the registration a user profile must be created. The customer agrees that the profile will be displayed to other customers and, if not changed in the privacy settings, to unregistered users of the platform.
Customer shall not distribute or implement any viruses or other harmful software, code, agents, hidden procedures, routines or mechanisms through or on the Website.
The website may contain links to third party websites. Snubes is not responsible for the content of such websites and is under no obligation to verify their legality.
15. Confidential information
Customers exchange confidential information with each other as part of the quotation process. The customers are obliged to treat received information, requests for quotation, tenders and offers confidentially. Customers will not disclose any information about each other ‘s customers unless the other customer has given its prior written consent or such disclosure is necessary for the provision of the Services.
When the Confidential Information is no longer needed to provide the Services, the Customer shall destroy the Confidential Information or return it to the other Customers.
The customer ‘s claims for damages or compensation for futile expenses shall be based on the present clause irrespective of the legal nature of the claim.
Snubes shall have unlimited liability for damages resulting from injury to life, body or health resulting from an intentional or negligent breach of duty by Snubes or an intentional or negligent breach of duty by a legal representative or vicarious agent of Snubes.
In the case of other liability claims, Snubes shall be liable without limitation only in the absence of a guaranteed quality as well as for its own intent and gross negligence and for the intent and gross negligence of its legal representatives and executive employees. Snubes shall only be liable for the fault of other vicarious agents to the extent of the liability for slight negligence according to paragraph (4) of this liability clause.
Snubes shall only be liable for slight negligence if an obligation is breached the observance of which is of particular importance for the achievement of the purpose of the contract (cardinal obligation). In the event of a breach of the cardinal obligation, liability shall be limited to a sum of 20,000 euros as well as to such damage as is typically to be expected within the scope of a service brokerage.
The above provisions shall also apply in favour of the employees.
17. Other regulations
With regard to all legal relationships arising from this contractual relationship, the parties agree that the laws of the Federal Republic of Germany shall apply.
Berlin shall be agreed as the place of jurisdiction for all disputes arising within the framework of the handling of this contractual relationship.
Should individual provisions of this agreement be invalid or unenforceable or become invalid or unenforceable after conclusion of the contract, the validity of the remainder of the contract shall remain unaffected. The invalid or unenforceable provision shall be replaced by a valid and enforceable provision whose effects come closest to the economic purpose pursued by the parties with the invalid or unenforceable provision. The above provisions shall apply mutatis mutandis in the event that the contract proves to be incomplete.
18. Reference customers
(1) After conclusion of the contract, the client grants Snubes, as well as its affiliated companies, the right to use the client’s company logo as a reference customer in the course of their commercial activities, regardless of the transmission, carrier and storage techniques used. Additionally, the client grants Snubes the free, unrestricted, temporal, spatial, and content-wise right to describe the project and services provided by Snubes, including any direct quotations, in whole or in part, while mentioning the client’s name, using the client’s logo, and publishing photos, videos, or other materials created by the client or Snubes, for illustration and advertising purposes, both in print and electronic media.
(2) This consent may only be revoked for significant reasons; legitimate interests of Snubes must be taken into account.