General Terms and Conditions for Freelancers and Other Contractors
Lano Software GmbH, Rosenthaler Str. 13, 10119 Berlin, Germany (hereinafter referred to as the “Provider” or “Lano”).
Version 2.0 – November 2021
Section 1 – Scope
- These General Terms and Conditions for Business and Licensing (hereinafter referred to as “GTC”) in the version applicable at the time of the User’s registration shall regulate the contractual relationship between the Provider (hereinafter referred to as “Lano” or the “Provider”) and people (hereinafter referred to as the “User”) who use the software and accompanying services from the Provider as freelancers or as other contractors. The Provider and the User are individually referred to as the “Party” and collectively as “Parties”.
- For customers who use Lano software for the management of freelancers or other contractors, the GTC for companies shall apply.
- The User warrants that they are acting as an entrepreneur within the meaning of section 14 of the German Civil Code (BGB) in the exercise of its trade, business or profession.
- These GTC shall apply exclusively. No deviating terms and conditions of the User, which are contrary to these GTC, shall apply; this shall also be the case if the Provider does not expressly contradict the User’s terms and conditions. There aren’t any and there shall be no verbal supplementary agreements between the Parties.
Section 2 – Subject of the Contract
- Lano offers its Users a web-based, software-as-a-service solutions for order management, invoicing, client management and comparable functionalities. Through Lano’s software, freelancers and other contractors can also carry out business transactions with clients registered with the Provider who use the Lano software for companies.
- The subject of the contract is the provision of the software offered by Lano for the use of its functionalities (hereinafter “Software”) as well as the provision of storage space for data generated by the Software or required for the use of the Software (hereinafter “Application Data”) on the website (www.lano.io) and apps of the Provider (together hereinafter “Platform”).
- The functional scope of the Software arises from these GTC as well as the selected module and the service description specified in the ordering process. Insofar as nothing to the contrary results from these GTC or the service description, the Provider shall not be obliged to provide further support services regarding the subject of the contract. However, such support may be agreed between the parties at any time if it has not already been provided. Irrespective of the specific individual agreement between the Parties, the right of the Provider to maintain, update and service the Software shall remain unaffected.
- The use of Lano platform by freelancers and other contractors is free of charge, except for where a charge is mentioned or specified. Any fees to be paid for the use of the software or additional components shall be explicitly indicated on the platform in advance.
- The freelancers and contractors may also create a digital wallet on Lano’s platform. The “Wallet” function is provided by the external payment provider Rapyd Financial Network (2016) Ltd., North West House, 119 Marylebone Rd, Marylebone, London, NW1 5PU. Activation of the wallet enables freelancers and other contractors, among other things, to receive direct payments from those clients in Lano, who also use Business Wallet. Furthermore, the use of the Wallet enables the receipt of direct payments via credit card, bank transfer, bank redirect and e-wallets from systems outside of the Provider, the payout of the Wallet balance in various currencies, access to an overview of incoming and outgoing payments on the Lano platform as well as the export of the transaction history in the file formats PDF / CSV. All fee(s) related to the use of the Wallet are deducted from the Wallet balance after each transaction or alternatively, as a total amount. The invoice for the fee(s) charged within a month is sent to the User during the first week of the following month. The freelancer will receive an overview of the amount of fee(s) charged for the use of the Wallet and the respective functions during the activation process of the Wallet or under the following link. Furthermore, the General Terms and Conditions of Rapyd Financial Network (2016) Ltd. also apply to the use of the Wallet.
Section 3 – Registration and Conclusion of the Contract
- In order to be able to use the Software from Lano, a User account must be created (registration). Once registration has been completed, the User shall receive an e-mail with a confirmation link (Double-Opt-in).
- The User is, either invited to register by a company that uses the Lano software for freelancer or contractor management or can register independently via the website.
- The User has no claim to registration or use of the software or other services under this contract.
- By registering, the User warrants that he/she is of legal age and has unlimited legal capacity. If the User acts on behalf of a legal entity, the User warrants that he/she is authorised to act on behalf of said legal entity. Upon request, the User shall provide the Provider with evidence of the information assured in accordance with this clause.
- All information provided during the registration process (hereinafter “registration data”) must be complete and truthful. In the event of a change in the registration data collected, the User is obliged to update the data immediately.
- The Provider is entitled to reject the registration without giving reasons. Otherwise, after registration, the User will receive an e-mail from the Provider confirming the receipt of the registration and listing of the details of the registration (registration confirmation). Once the registration is confirmed, , the User may use the software and the storage space on the platform in compliance with the GTC.
Section 4 – Provision of the Software and hosting the Application Data
- After registration, the Provider shall send the User a link via e-mail, under which the User can use to access to his/her account and set a password. The User must choose a sufficiently secure password. With the help of his/her e-mail address and the chosen password, the User can log on to the website of Lano to use the software. The access data including the password must be kept secret by the User and must not be made accessible to unauthorised third parties.
Section 5 – Availability and Support
- The Provider shall aim to make the use of the Software available seven days a week, taking into account maintenance and repair work. However, the Provider cannot guarantee that the Software will be available at all times and without interruption, securely, error-free and in a timely manner. Unannounced service interruptions are possible during the maintenance and/or repair work and/or updates, as well as during times beyond the control of the Provider.
- The Provider shall make available to the User a website (https://intercom.help/lano/en/) for support questions or error messages. In addition, the Provider may be reached via the contact information provided on its website (e-mail addresses and telephone numbers) for support questions or error messages. The Provider will try to answer all support requests, but the User is not entitled to support for the software for freelancers and other contractors.
Section 6 – Rights of use and application of the Software, rights of the Provider in the event that usage authorization is exceeded
- The User shall receive simple, non-sublicensable and non-transferable rights of use for the Software, limited to the term of this contract, in accordance with the following provisions.
- Should the Provider create new versions, updates, upgrades or other new deliveries relating to the Software during the duration of the contract, the following rules of use shall also apply to these.
- Only the User whose right of use is limited to access to the software on the server shall be entitled to use the software. The software shall not be supplied physically. The User may only use the software for his/her own business activities. The User shall take the necessary precautions to prevent the use of the software by unauthorised persons.
- Insofar as rights are not expressly granted to the User, the User shall not be entitled to them. In particular, the User shall not be entitled to use the Software, including the source code, beyond its agreed use or to allow it to be used by third parties or to make the Software available to third parties. In particular, he/she shall not be permitted to copy, sell or transfer the Software for a limited period of time, especially not to lease or lend it.
- The User shall be liable for ensuring that the website and Software supplied to it by the Provider are not used for purposes which are racist, discriminatory, pornographic, endanger the protection of minors, are politically extreme or otherwise illegal or in breach of official regulations or that corresponding data, in particular Application Data, is not created and/or stored on the server. The User is responsible for the content posted by him/her. The Provider does not check the content for completeness, accuracy, legitimacy, topicality, quality or suitability for a specific purpose.
- The services available on the platform are intended exclusively for the intended purposes laid down in Section 2 (Subject of Contract). Use for other commercial purposes is prohibited unless such use has previously been expressly permitted by the Provider in writing.
Unauthorised commercial use shall include in particular all offers and advertisements of paid content, services and/or products of the User and third parties. The aforementioned shall also apply to offers and applications and the performance of activities with a commercial background such as prize competitions, raffles, barter transactions, advertisements or pyramid systems.
- In the event of a breach of the above provisions, the Provider shall reserve the right to block the User’s access, either temporarily or permanently. The User will be informed about the blocking of the access authorisation. If the user violates the regulations described above and is responsible for this, the Provider may terminate the contract without further notice. Further claims on the part of the Provider shall remain unaffected.
Section 7 – Obligations and duties of the User
- The User shall not interfere or permit interference with the Software outside of normal use or to penetrate or promote such penetration of the Provider’s data networks without authorisation (e.g. carrying out load and/or penetration tests).
- The User warrants that he/she will access the software and application data only on the basis of these GTC and only via the websites and other interfaces provided by the Provider. In addition, the User shall not circumvent any safeguards which the Provider has taken to protect the Software and Application Data.
- The User shall keep the username and password it uses secret, shall not pass them on to any unauthorised third party and shall protect them from access by third parties using appropriate and standard measures. The same shall apply to other access data known to the User in association with the use of the Software. Should the username and/or password nevertheless become known to unauthorised third parties or should the User suspect that this is the case, the User is obliged to inform the Provider immediately.
- The User shall ensure that it observes all rights of third parties to material used by it (e.g. when transmitting texts/data from third parties to the Provider’s server); he/she must also take appropriate measures to ensure that any content posted by the User does not violate the rights of third parties.
- The User shall indemnify the Provider against claims by third parties which are based on unlawful use of the Software by them or resulting from data protection, copyright or other legal disputes caused by the User which relate to the use of the Software.
- Before sending data and information to the Provider, the User must check them for viruses and use state-of-the-art antivirus programs.
- When the User transmits data to the Provider to generate Application Data, the User must back it up regularly and in accordance with the importance of the data, creating its own backup copies to enable reconstruction of the data and information in the event of their loss.
- The User shall, if and insofar as the technical possibility to do so is made available to him/her by mutual agreement, regularly back up the application data stored on the server by download.
Section 8 – Liability
- The Provider is only liable for damages caused by intent or gross negligence. Such liability is excluded in the event of use of the software by the User in breach of contract.
- Liability under the German Product Liability Act shall remain unaffected.
Section 9 – Duration, termination
- The contractual relationship begins with the registration confirmation provided by the Provider.
- If no contrary provisions have been agreed upon between the Parties on the duration and termination, the contractual relationship may be terminated by either party at any time – even without giving reasons.
- In order to protect the User against unauthorised deletion of the User profile or the application data by third parties, the Provider may carry out an identity check when terminating the contract, e.g. requesting the username and the registered e-mail address.
- In the event of special provisions on the duration and termination of the contract, both parties shall have the right to terminate the contractual relationship extraordinarily if there is good cause. Good cause exists if the terminating party, taking into account all the circumstances of the specific case and weighing the interests of both parties, cannot reasonably be expected to continue the contractual relationship until the agreed end or until the expiry of a notice period. If the rights of use granted under Section 6 (Rights of use and application of the Software, rights of the Provider in the event that usage authorization is exceeded) are exceeded, this shall constitute good cause entitling the party to extraordinary termination.
- The Provider is entitled to irretrievably delete all registration and application data upon expiry of 30 calendar days after the termination takes effect and after expiry of any statutory retention periods.
Section 10 – Changes to the software, other services or our GTC
- The Provider reserves the sole right to change or discontinue the software and other services offered on its websites and/or apps, insofar as this is reasonable for the User. In this event the Provider will inform the Users 14 days before the event will be carried out.
- The Provider shall be entitled to amend provisions of these GTC which do not lead to a significant redesign of the contract structure or affect it at any time and without stating reasons, provided that this change does not lead to a redesign of the contract structure as a whole. The essential provisions of the contract structure include, in particular, provisions relating to the type and scope of the contractually agreed services, the duration and termination of the contract.
- Furthermore, the Provider shall be entitled to amend or supplement these GTC, if necessary, to eliminate difficulties in the performance of the contract with the User due to regulatory loopholes that have arisen after the conclusion of the contract. The amended terms and conditions shall be emailed to the User at least six weeks prior to them coming into force. The amendments shall be deemed to have been approved if the User does not object to them in text form. The objection must be received within six weeks of receipt of the notification of the amended GTC. The Provider shall make special reference to the possibility of objection and the significance of the six-week period in the notification of the amended GTC. If the User exercises his/her right of objection, the Provider will evaluate the amendments. If the contract shall then continue with the proposed amendments, the user has a right to terminate the contract if the amendments are unbearable for him/her.
- The Provider is entitled to adjust the respective fees for Wallet (clause Section 2 (5)) a maximum of once per quarter to changing market conditions, in the event of significant changes in procurement costs or in case of changes in value added tax or procurement prices. In the event of price increases that significantly exceed the financial possibilities of the freelancer, the freelancer is entitled to terminate the contract. A price increase will be communicated by the Provider in text form.
Section 11 – Data protection
Section 12 – Third Party services and offers
The services available on the platform of the Provider may also include services and offers of third parties to which the Provider merely provides access. For the use of such services – which are explicitly labelled as third party services – deviating or additional regulations of the third party service providers may apply.
Section 13 – Final Provisions
- There are no additional provisions outside of this contract and its appendices. Any previous agreements on the subject of the contract shall hereby be rendered invalid. Amendments or supplements to this contract and the annexes must be made in writing by both Parties to be effective. This shall also apply to the waiver of the requirement for written form.
- The possible invalidity of individual provisions of this contract shall not affect the validity of the remaining content of the contract. Should loopholes become apparent in the application of this contract for which the Parties have not provided for or should the invalidity of a provision be legally determined by one or both Parties, they shall undertake to close or replace this loophole or invalid provision in a manner, which is appropriate and reflects the economic purpose of the contract as soon as such a loophole has been notified to the other Party All notices under this sub clause shall be in a written format.
- German substantive law applies to the contractual relationship.
- The exclusive place of jurisdiction shall be Berlin.