Status: May 2024

MAKE IT BILINGUAL PROVIDER is an offer of tmb UG (haftungsbeschränkt), represented by the managing director .

Address: Hölderlinstr. 8, D-35039 Marburg

E-mail: info@makeitbilingual.com

Sales tax identification number: DE351771569

Register court: Marburg Local Court
Register number: HRB 7682

1. Preamble

tmb UG (haftungsbeschränkt) (hereinafter "MAKE IT BILINGUAL PROVIDER") offers a cloud-based software solution (SaaS) for the creation of bilingual spreadsheets as a Word plug-in. The following terms and conditions apply to the use of the MAKE IT BILINGUAL PROVIDER software.

2. Scope of the General Terms and Conditions

MAKE IT BILINGUAL PROVIDER enables access to and use of its offers exclusively on the basis of these General Terms and Conditions ("GTC"). A contract between MAKE IT BILINGUAL PROVIDER and the customer is concluded exclusively on the basis of the following GTC. Any deviating terms and conditions of the customer shall not become part of the contract even if MAKE IT BILINGUAL PROVIDER does not expressly object to them. These terms and conditions also apply exclusively if we provide our services without reservation in the knowledge of conflicting terms and conditions of the customer. The version of the GTC valid at the time the contract is concluded shall apply.

3. Conclusion of contract

3.1 A contract between the customer and MAKE IT BILINGUAL PROVIDER is concluded by offer and acceptance. By ordering a plan, the customer makes a binding offer, the declaration of acceptance is made by sending the confirmation by e-mail.

3.2 MAKE IT BILINGUAL PROVIDER is entitled to refuse to conclude the contract without giving reasons.

3.3 The contract data will be stored by MAKE IT BILINGUAL PROVIDER and sent to the user in a confirmation e-mail after the order has been sent, together with a link to our GTC. The contract data is accessible via the MAKE IT BILINGUAL PROVIDER website after the order has been sent.

3.4 The information entered by the user is displayed during the ordering process. Before the user places a binding order, he can correct his details at any time using the usual keyboard and mouse functions. If the user has not entered mandatory information, he will be notified accordingly and can correct it.

3.4 The contract may only be concluded in German.

4. Performance obligations

4.1 MAKE IT BILINGUAL PROVIDER grants the provider the right to access the services of MAKE IT BILINGUAL PROVIDER during the term of the contract. This right of use is a non-exclusive right of use. It is limited in scope and content to the purposes pursued by the contract.

4.2 MAKE IT BILINGUAL PROVIDER will provide the provider with the necessary information for the integration of the services after conclusion of the contract and during the entire term of the contract. MAKE IT BILINGUAL PROVIDER reserves the right to modify its services, provided that the change does not alter the contractual agreements to the detriment of the provider or the level and quality of the service specified here.

4.3 If services are provided free of charge, MAKE IT BILINGUAL PROVIDER is entitled to discontinue them without prior notice. This does not justify any claim for damages.

4.4 MAKE IT BILINGUAL PROVIDER does not provide tax or legal advice, neither through the products made available for use nor through the information provided. The information provided is general information on MAKE IT BILINGUAL PROVIDER products and on legal issues that must be adapted to the specific circumstances of your company from a tax and legal perspective. In case of doubt, it is recommended that you seek advice from a tax or legal advisor tailored to your circumstances before making decisions on issues arising in connection with our products. Any assumption of liability is excluded. The decisive assessment as to whether resolutions meet all the legal requirements for their legality and effectiveness is the responsibility of the competent court in the event of a dispute.

5. Availability of the services

5.1 MAKE IT BILINGUAL PROVIDER guarantees an availability of the services offered of 99% on an annual average. This does not include regular maintenance work that takes place between 22:00 and 06:00 (CET/CEST) and does not exceed four hours per week. Also excluded from this are times when the server cannot be reached due to technical or other problems beyond the control of MAKE IT BILINGUAL (force majeure, fault of third parties, etc.). MAKE IT BILINGUAL PROVIDER may restrict access to the services if the security of network operation, the maintenance of network integrity, in particular the avoidance of serious disruptions to the network, the software or stored data require this.

5.2 In urgent cases, MAKE IT BILINGUAL PROVIDER also has the right to carry out maintenance work outside the maintenance window. Such work will be announced to the user in advance by e-mail, if possible. Maintenance work outside the maintenance time window shall not exceed four hours per month.

6. Prices and terms of payment

6.1 MAKE IT BILINGUAL PROVIDER offers its services in different variants. The agreed prices can be found in the current price list on the website.

6.2 Unless otherwise indicated, all prices quoted by MAKE IT BILINGUAL PROVIDER are exclusive of statutory VAT. Payment is made monthly or annually in advance, depending on the choice of contract term.

6.3 The electronic direct debit procedure is available to the customer for payment. MAKE IT BILINGUAL PROVIDER reserves the right to add or remove payment options in the future without prior notice or to charge a surcharge for increased effort for certain payment methods. Already agreed payment options are not affected by the aforementioned change options.

6.4 The billing period runs from the date on which the user registers for a paid version, either for one month or one year in advance, depending on the user's choice.

6.5 Invoices and reminders are sent by e-mail.

6.6 Payment of the usage fee is due immediately upon invoicing. The customer is in default, even without a reminder, if he does not pay the amount due within ten calendar days of receipt of the invoice. The decisive factor is that this amount is received by MAKE IT BILINGUAL PROVIDER in the account specified in the invoice within this period.

6.7 A refund of monthly or annual usage fees already paid is not possible, even if the user independently deletes their account before the end of the contract term. It is not possible to transfer a usage period that has already been paid for to another existing or newly created user account. Likewise, no refund is possible if MAKE IT BILINGUAL PROVIDER terminates the contract prematurely for good cause (e.g. due to non-compliant use of the offer).

6.8 In the event that the usage fee is not paid on time (e.g. due to a return debit note), MAKE IT BILINGUAL PROVIDER has the right to immediately block access to the customer account. A processing fee of €10 will be charged for returned direct debits. Any reminder fees will be charged according to the effort involved. The provider remains obliged to pay the monthly fees.

6.9 MAKE IT BILINGUAL PROVIDER is entitled to adjust the usage fee once a year. Price changes must be announced in text form at least six weeks before they come into effect. In the event that the price increase does not exceed 10% per year, the customer has no special right of termination. The right to proper termination remains unaffected by this.

6.10. If MAKE IT BILINGUAL PROVIDER links a certain price discount to certain characteristics of the customer (e.g. non-profit status, date of foundation, amount of turnover), this price discount
a) expires automatically from the point in time from which this customer characteristic no longer exists or
b) regardless of existing customer characteristics after unilateral termination in text form by MAKE IT BILINGUAL PROVIDER with a notice period of 2 weeks to the end of the month
The customer owes the normal price from this point in timeThe client is obliged to inform MAKE IT BILINGUAL PROVIDER immediately of the discontinuation of a feature justifying a price reduction.

7. Consent regarding the direct debit procedure

7.1 By selecting the direct debit payment option, the customer authorizes MAKE IT BILINGUAL PROVIDER or a third party commissioned by MAKE IT BILINGUAL PROVIDER to collect the usage fee from his account when due. The customer is obliged to ensure that there are sufficient funds in the account.

7.2 By selecting the direct debit payment method, the customer irrevocably instructs the credit institution used by him to inform MAKE IT BILINGUAL PROVIDER of the customer's name and full address upon request in the event of a return debit note or an impossible collection of money, so that the resulting claims can be asserted against the customer.

8. Duration of contract, termination

8.1 The contract for the use of the fee-based service of MAKE IT BILINGUAL PROVIDER runs for an indefinite period.

8.2 The use of any services provided free of charge runs at most until the end of the specified period. In the case of services provided free of charge, MAKE IT BILINGUAL PROVIDER is also entitled to discontinue them without prior notice. This shall not give rise to any claim for damages.

8.3 The User may terminate the fee-based use of the Service at any time with a notice period of seven (7) days to the end of a billing period.

8.4 Notice of termination may be given by letter or e-mail and must be in writing.

8.5 The right to extraordinary termination remains unaffected by this.

8.6 After the contract expires, the user account will be deactivated by MAKE IT BILINGUAL PROVIDER. The account can be reactivated at a later date. If the account is reactivated, MAKE IT BILINGUAL PROVIDER may charge a reasonable fee for the storage of the data and reactivation of the account. The reactivation of the account is limited to two times within a five-year period, except in the case of proven audits. If further activation is desired, MAKE IT BILINGUAL PROVIDER may charge the regular usage fees as if the user account had not been terminated since the last deactivation.

9. Note on the right of withdrawal

If the customer is a consumer and the contract was concluded exclusively using means of distance communication, the customer is entitled to the statutory right of withdrawal described below:

Cancellation policy

Right of withdrawal

You have the right to withdraw from this contract within fourteen days without giving any reason. The withdrawal period is fourteen days from the date of conclusion of the contract.
To exercise your right of withdrawal, you must send us

to

tmb UG (haftungsbeschränkt)
Hölderlinstr. 8
D-35039 Marburg
e-mail: info@makeitbilingual.com

of your decision to withdraw from this contract by an unequivocal statement (e.g. a letter sent by post, fax or e-mail). You can use the attached sample withdrawal form, but this is not mandatory.
To meet the withdrawal deadline, it is sufficient for you to send your notification of exercising your right of withdrawal before the withdrawal period has expired

Consequences of revocation

If you withdraw from this contract, we shall reimburse to you all payments received from you, including the costs of delivery (with the exception of the supplementary costs resulting from your choice of a type of delivery other than the least expensive type of standard delivery offered by us), without undue delay and in any event not later than 14 days from the day on which we are informed about your decision to withdraw from this contract. For this repayment, we will use the same means of payment that you used for the original transaction, unless expressly agreed otherwise with you; in no case will you be charged any fees for this repayment. If you have requested that the services should commence during the withdrawal period, you must pay us a reasonable amount corresponding to the proportion of the services already provided up to the time at which you inform us of the exercise of the right of withdrawal with regard to this contract compared to the total scope of the services provided for in the contract.

End of the withdrawal policy

Sample withdrawal form

(If you wish to cancel the contract, please fill out this form and send it back to us)

To
tmb UG (haftungsbeschränkt)
Hölderlinstr. 8
D-35039 Marburg
E-mail: info@makeitbilingual.com

- I/we (*) hereby revoke the contract concluded by me/us (*) for the purchase of the following goods (*)/the provision of the following service (*)

- Ordered on (*)/received on (*)

- Name of the consumer(s)

- Customer number of the consumer(s)

- Contract number of the consumer(s)

- Address of the consumer(s)

- Signature of the consumer(s) (only for notification on paper)

- Date

(*) Delete as appropriate.

10 Obligations of the users

10.1 The user is obliged to provide all information and details truthfully.

10.2 Furthermore, the user is obliged to treat all information that becomes known to him in the course of using the service of the MAKE IT BILINGUAL PROVIDER confidentially and not to make it accessible to third parties without the written consent of the MAKE IT BILINGUAL PROVIDER.

10.3 The user is expressly prohibited from granting third parties access to or viewing the services of MAKE IT BILINGUAL PROVIDER. This does not apply to employees of the user's own company who have been commissioned by the management to prepare draft resolutions.

10.4 MAKE IT BILINGUAL PROVIDER is not obliged to provide the user with the source code of the application or to grant access to it.

10.5 In addition, the provisions of §§69a ff. of the German Copyright Act shall apply.

10.6 MAKE IT BILINGUAL PROVIDER offers its users automation solutions, particularly in the area of creating draft resolutions and passing resolutions. These are proposals that must be checked and accepted or adapted by the user.

10.7 Under no circumstances does the use of the MAKE IT BILINGUAL PROVIDER application replace cooperation with and review by a lawyer.

11. Limitation of liability

11.1 The parties shall be liable in the event of malice, intent or gross negligence in accordance with the statutory provisions. Liability for the infringement of third-party property rights, for claims based on statutory product liability, for personal injury and for the breach of essential contractual obligations, the fulfillment of which is essential for the proper execution of the contract and on the observance of which the other party may regularly rely (so-called "cardinal obligations"), shall also remain unaffected.

11.2 In the event of slight negligence, the parties shall only be liable for typical damage foreseeable at the time of conclusion of the contract. In particular, liability for slightly negligent breach of material contractual obligations for loss of profit, indirect damages and consequential damages is excluded. Otherwise, liability for damages of any kind, regardless of the basis of the claim, including liability for culpa in contrahendo, is excluded.

11.3 All of the aforementioned exclusions/limitations of liability do not apply to damages resulting from injury to life, body or health, which are based on a negligent breach of duty by MAKE IT BILINGUAL PROVIDER, as well as in the event that MAKE IT BILINGUAL PROVIDER has acted fraudulently or has assumed a guarantee or - if relevant - damages are to be compensated under the Product Liability Act. The parties shall be liable for the fault of third parties acting on their behalf as for their own fault in accordance with the above provisions, whereby the limitations and exclusions of liability shall also apply in favor of the employees, staff, representatives, organs, subcontractors and vicarious agents of the parties.

11.4 In the event of force majeure such as war, epidemics, government measures, natural disasters, etc., neither party shall be liable for any delay or non-fulfillment of its obligations caused thereby. The parties agree that a strike is not a case of force majeure. No guarantee is given for the correctness of automatically generated resolution proposals. It is the responsibility of the user to check the correctness of proposed decisions himself or to have them checked by a lawyer.

12. Data protection

12.1 MAKE IT BILINGUAL PROVIDER is aware of the applicable data protection regulations, in particular the General Data Protection Regulation (GDPR) and the Federal Data Protection Act (BDSG). MAKE IT BILINGUAL PROVIDER will comply with the applicable provisions of this EU Regulation and supplementary provisions of the legislator regarding data protection in their respective applicable version.

12.2 For the protection of personal data, customers can conclude a separate contract for order processing in accordance with Art. 28 GDPR (DPA). The order processing agreement is available for download here: https://www.MAKE IT BILINGUAL PROVIDER.de/vereinbarung-zur-auftragsverarbeitung

12.3 For the SaaS software MAKE IT BILINGUAL PROVIDER, the privacy policy applies accordingly: https://www.MAKE IT BILINGUAL PROVIDER.de/datenschutz-app/

13. Confidentiality

MAKE IT BILINGUAL PROVIDER and the client undertake to maintain the strictest secrecy about all confidential processes, in particular business secrets, which come to their knowledge in the course of the preparation, execution and fulfillment of this contract and not to pass them on or exploit them in any other way. This applies to any unauthorized third parties, i.e. also to unauthorized employees of MAKE IT BILINGUAL PROVIDER as well as of the customer and insofar as the disclosure of information is not necessary for the proper fulfilment of the contractual obligations of the provider. In cases of doubt, the provider is obliged to ask the customer for consent before such disclosure. 

14 Amendments to the GTC

MAKE IT BILINGUAL PROVIDER reserves the right to amend or supplement the GTC. The provider will be informed of any changes in text form at the e-mail address registered with MAKE IT BILINGUAL PROVIDER. Changes will be communicated to the user at least six (6) weeks in advance. If the user does not object to the amended terms and conditions within six (6) weeks, they shall be deemed accepted. In the event of an objection by the user, MAKE IT BILINGUAL PROVIDER has the right to terminate the contractual relationship at the time the amended terms and conditions come into force. The right of the parties to terminate the contract with due notice remains unaffected by this.

15. Consent to the storage of the IP address

The customer agrees that MAKE IT BILINGUAL PROVIDER collects the IP address of the user in connection with the time (date and time) of the respective usage process of the website as well as the other personal data provided by the customer during the ordering process for the purpose of protection against fraudulent actions during the ordering process, stores it beyond the end of the respective usage process and, in the event of a fraudulent act, passes it on to third parties (e.g. police, telecommunications companies) and uses it to enforce its claims against the customer.

16. Final provisions

16.1 For the contracts concluded by MAKE IT BILINGUAL PROVIDER on the basis of these General Terms and Conditions and for claims of any kind arising from them, the law of the Federal Republic of Germany shall apply exclusively, excluding the provisions of the UN Convention on Contracts for the International Sale of Goods (CISG).

16.2 If the customer is a merchant, a legal entity under public law, a special fund under public law or has no place of jurisdiction in Germany, the place of jurisdiction for all disputes arising from or in connection with this contract, including the validity thereof, shall be Koblenz. MAKE IT BILINGUAL PROVIDER is also entitled to sue the customer at his general place of jurisdiction.

16.2 Should one or more provisions of the contract and/or these GTC be or become invalid, this shall not affect the validity of the remaining provisions of the GTC/contract. The invalid provision shall be replaced by a valid provision that comes as close as possible to the economic intent of the invalid provision. The same applies in the event of a loophole in this agreement.

17. Out-of-court dispute resolution

17.1 The European Commission provides a platform for online dispute resolution (OS). You can find the platform at https://www.ec.europa.eu/consumers/odr. Consumers have the option of using this platform to resolve their disputes.

17.2 We are not obliged or willing to participate in dispute resolution proceedings before a consumer arbitration board.