clickworker GmbH, Hatzper Straße 30, 45149 Essen, Germany
The company clickworker GmbH maintains the web-sites clickworker.com and resonio.com, hereinafter referred to as the “Marketplace” or “Platform”.
These Terms and Conditions (these “Terms”) will govern any acceptance of a work assignment [ each, a “Project” ] by clickworker and its clients.
Any purported terms and conditions deviating from these Terms shall not apply unless clickworker expressly declares this.
clickworker is a service provider that makes available a technical Platform to maintain the Marketplace. Clients of clickworker are offered the opportunity upon conclusion of an appropriate contract with clickworker to place projects onto the platform, the results of which clickworker will make available to the clients upon performance thereof by Clickworkers. No contractual relationship shall arise between the client and the Clickworkers of clickworker.
Clients may only use the Platform upon connection and authorization by clickworker. A client shall be entitled to authorization of a specific project [ for presentation on the Platform ] only upon binding acceptance of such project by clickworker. clickworker can authorize continuous access by a client to the Platform insofar as more than one project of such client shall simultaneously be in process.
A client shall be required to establish and use a user name and a password to be authorized [ to use the Platform]. Clients shall be responsible for maintaining the confidentiality of their access codes. Clients shall be free to choose any user name or password. The client’s choice of a user name may not infringe on any third party rights, including without limitation by violating any Name- or Trademark rights or considerations of public decency.
Registration for use of the Platform is free of charge. There shall be no legal entitlement to approval [ by clickworker ] of registration or establishment of a user account [ by a prospective client ].
clickworker may accept projects from clients in accordance with contractual relationships established individually with each such client. The scope of work [ of any Project ] shall be defined in a specific, discrete contract. In connection with [ this contractual ] commissioning of a client project, clickworker will offer the client the opportunity to place such project description [ and scope of work ] onto the Platform. There will also be an opportunity for clickworker itself to place such project description [ and scope of work ] onto the Platform. Pursuant to Article 3. of these terms, a client will have the opportunity to influence or change such project description. clickworker reserves the right to revise such project description [ and scope of work ] especially in terms of the presentation and format thereof, insofar as this will not influence the substantive content thereof.
In connection with the project description and scope of work published on the Platform, clickworker shall be authorized to define the parameters thereof, in particular with reference to the compensation to be paid to Clickworkers.
clickworker assumes no liability and gives no guarantee that projects will actually be completed. clickworker in particular assumes no guarantee or liability that in connection with any project a contractual mandate will arise between clickworker and one or more Clickworkers.
Work product produced by the Clickworkers are made available by them to clickworker and are thereafter transmitted by clickworker to the client. clickworker assumes no liability for the completeness or accuracy of such transmitted data. To the extent the work product so transmitted is unsatisfactory, incomplete or wholly useless, clickworker shall be entitled to present the project description and scope of work anew in the Platform.
Setup-fees for client project setups as specified in the individual contract are not refundable.
The client represents and warrants that the data made available by it are not subject to the rights of third parties, in particular by name-rights, trademarks or patent rights. In commissioning clickworker with a project, each client will indemnify and hold clickworker harmless from any third party rights relating to violations of name-rights, trademarks, rights of authorship or patent rights, insofar as this is legally permissible and possible.
clickworker shall be liable to clients only for wilful or grossly negligent acts of its legal representatives or senior employees, with the exception of violations of material contractual obligations. Liability of clickworker shall be limited to typically foreseeable damages, other than for instances involving willful or grossly negligent acts.
clickworker shall be liable to consumers only for wilful or grossly negligent acts, with the exception of violations of material contractual obligations, [ des Schuldnerverzugs ], or impossibility of performance by clickworker. Other than in case of wilful or grossly negligent acts by legal representatives, employees or other persons assisting in its performance of its contractual obligations, the aggregate liability of clickworker will typically be limited to damages that were reasonably foreseeable at the time of entry into [ an applicable ] contract.
The aforementioned liability limitations shall not apply if clickworker expressly assumes certain contractual guarantees or on injury to life or health or the occurrence of bodily injury.
clickworker shall not be liable to a client for the accuracy, quality, completeness, reliability, type and character or believability of content generated by Clickworkers. Such content does not represent the opinion of clickworker and in particular clickworker does not adopt as its own the content generated by Clickworkers or the statements of work [ uploaded to the Platform ].
Pursuant to the applicable legal requirements of the Telemedia Law (TMG), service providers are not required to review, or in the absence of concrete indications thereof investigate, data transmitted or saved by them as to illegal activities. The service provider will only become liable for third party contact when the service provider is aware of any illegal activities, data [ or content ]. Upon being notified by third parties of the occurrence of violations of law, clickworker will forthwith block or delete any such illegal data [ or content ] in addition to taking appropriate measures to prevent future violations of law.
Each client is required to indemnify clickworker in respect of resulting costs and expenses, including without limitation attorneys and court costs, incurred by clickworker in connection with legal actions brought by third parties on account of data or content [ uploaded to the Platform by clients ]. This shall not apply if the client is not responsible for corresponding legal infractions.
Services offered upon the Platform may from time to time be limited or suspended if this is required in connection with capacity limits, the security or integrity of the server, or performance of technical measures such as maintenance. clickworker will in any such cases take into account the legitimate interests of clients and will attempt to give them advance notice to the extent possible. clickworker shall not be liable if use [ of the Platform ] is impeded due to circumstances beyond our control.
All notices relating to the relationship to be entered into with clickworker must be in written form or via Email. The relevant Email address and postal address of clickworker are to be found in the [ Impressum | Legal] on the web site. The postal address and e-mail address of the client will be those provided by the client as its current contact data in its user profile, or those provided by the client at the time of entry into the contract [ with clickworker ].
The user relationship [ between the client and clickworker ] shall be governed exclusively by the laws of the Federal Republic of Germany. [ Notwithstanding this English translation thereof, ] the contractual language shall be German.
To the extent legally permissible (in particularly as to persons with no legal office in Germany), Essen shall be the exclusive legal venue for all disputes arising out of the user relationship and these Terms.
The invalidity of individual provisions of these Terms shall not affect the validity of the remaining provisions.
Version: 3rd December, 2012