GTC of launchlabs

General Terms and Conditions (GTC) of launchlabs GmbH

Leuschnerdamm 13, 10999 Berlin

Management: Simon Blake, Dr. Simon Springmann

Email: hello@launchlabs.de, Phone: +49-(0)30-201 693 950

Charlottenburg Local Court (Berlin), file number: HRB 140825B

 

Disclaimer: The English version below is only a translation of the prevailing German version. 

 

1.      Services, of Application

1.1      launchlabs GmbH (hereinafter: „launchlabs“) provides consulting services, operates creative workspaces and offers customers digital solutions for innovation in their companies. As an entrepreneurial partner for human-centered innovation, launchlabs supports and empowers companies in the planning, development and implementation of business models, products and services as well as in the design of experiences in the field of agile and co-creative collaboration. With the Innovationloft in Berlin, launchlabs offers ideal teamwork spaces for rent on a temporary basis for this purpose, thus holistically rounding off its range of services (hereinafter collectively referred to as „services“). The details of the provision of services by launchlabs are described in the corresponding offer letter.

1.2      These general terms and conditions (hereinafter referred to as „GTC“) shall apply to all contracts of launchlabs with its customers in connection with the provision of the services mentioned in section 1.1. 

1.3      Counter-confirmations of the customer with reference to its own terms and conditions of business and/or purchase are explicitly rejected; these shall not become part of agreements unless they are explicitly confirmed by launchlabs. 

1.4      The offers of launchlabs are exclusively addressed to entrepreneurs in the sense of § 14 BGB (German Civil Code), i.e. to natural or legal persons or partnerships with legal capacity who, when concluding a legal transaction, act in the course of their commercial or independent professional activity. Upon request, the customer shall provide launchlabs with evidence of entrepreneurial status in the form of suitable documents (e.g. business license).

1.5      In the event of contradictions, the provisions in the offer shall take precedence over the provisions in these GTC.

 

2.      Conclusion of Contract

2.1      launchlabs shall provide the customer with an individual offer. Unless otherwise agreed, launchlabs is bound to an offer 14 days after its arrival at the customer.

2.2      The contract is concluded by acceptance of the offer by the customer.

 

3.      Obligations of launchlabs to perform, loss of personnel, force majeure 

3.1      launchlabs provides consulting services to the extent described in the offer and makes premises available for a limited period of time. 

3.2      Insofar as launchlabs provides consulting services, it does not owe a specific, economic result, but provides the services according to the state of the art and to the best of its knowledge and belief.

3.3      launchlabs is entitled to use subcontractors and other freelancers for the provision of its services who are suitable for the provision of these services.

3.4      If launchlabs owes a certain consultant („Entrepreneurial Innovation Partner“, e.g. for further education formats, project support and agile transformations) and if this consultant is absent due to illness or other circumstances for which launchlabs is not responsible, launchlabs shall inform the customer thereof without delay. After consultation with the customer, launchlabs will either arrange for a replacement by an equally suitable consultant or offer an alternative appointment or remote session (i.e. online or by telephone). If the parties can neither agree on an alternative Entrepreneurial Innovation Partner nor on an alternative appointment/remote session, both launchlabs and the customer are entitled to withdraw from the contract. In this case, the customer cannot assert any further claims, especially claims for damages.

3.5      In cases of force majeure, i.e. unforeseeable events or events outside the sphere of influence of the parties (such as natural disasters, diseases, pandemics, epidemics, war or war-like conditions, riots, military or civil coups, orders of authorities and governments, strikes, lockouts), the party affected by this is obliged to inform the other party immediately after the occurrence of the event. In this case, launchlabs is entitled to extend or postpone any performance dates and deadlines depending on the scope and duration of the event, without the customer having a right of withdrawal or a claim for damages. For the period of force majeure and up to 3 weeks afterwards launchlabs is not in default. Both parties are obliged to do everything necessary and reasonable to minimize the damage.

3.6      If the interruption due to an event of force majeure lasts longer than 6 months, the customer is entitled to terminate the contract in whole or in part without being able to claim damages.

 

4.      Cooperation obligations of the customer

4.1      If consulting in connection with the planning, development and implementation of business models, products and services is the subject of the order, the customer shall name a responsible contact person who can answer all questions arising in the context of the project and make all related decisions.

4.2      The customer shall support launchlabs to the extent necessary in the performance of the services, and shall in particular provide all necessary acts of cooperation as agreed and free of charge for launchlabs. This includes, but is not limited to:

• The project is supported and promoted by the responsible executives of the customer;
• The customer provides suitable employees in sufficient numbers as interview and contact persons;
• The customer provides suitable project rooms for an efficient work of our Entrepreneurial Innovation Partners for interviews and on-site appointments, if the project work does not take place in the premises of launchlabs;
• The customer sends the information, content and other materials required for the performance of the service to launchlabs completely, accurately and without delay and, if necessary, ensures punctual acceptance, partial acceptance, releases or clarification of licensing rights.

4.3      If the customer does not or not completely perform the acts of cooperation required after a request by launchlabs and despite the setting of a further reasonable deadline, launchlabs shall be entitled to terminate the contract without notice. In this case launchlabs may, at its option, invoice the customer either for the services actually provided up to the time of termination or for the agreed total remuneration less the expenses saved by the early termination of the contract.

4.4      The customer assures that all contents brought in by them are free of rights of third parties and can be used for the respective contractual purpose of performance. In the event that third parties take action against launchlabs due to the violation of their rights, the customer shall release launchlabs from all claims and costs (including the necessary costs of defense against the claims) upon first request. launchlabs shall inform the customer immediately if a third party asserts claims against launchlabs and shall give the customer the opportunity to comment. The customer will support launchlabs in the defense of the claims and will immediately provide all necessary information and documents. launchlabs expressively reserves the right to further or more extensive claims for damages.

4.5      The customer shall ensure regular backup of the data in order to be able to restore data stocks with reasonable effort in the event of any loss.

 

5.      Acceptance

5.1      If launchlabs provides a work performance in an individual case (e.g. planning, development and implementation of individual business models or products/services for the customer), the following applies to the acceptance of the services:

5.2      If the services are provided in individual sections according to the individual order, the customer shall accept the corresponding partial services. launchlabs shall notify the customer of the completion of the partial service and shall give the customer the opportunity to check the conformity with the contract.

5.3      The customer is obligated to accept if the (partial) services were essentially performed in accordance with the contract.

5.4      In the case of partial services, the parties shall agree on an overall acceptance after the performance of the last service section. It may not be refused on the basis of defects which would already have been detectable during the partial acceptance.

5.5      After completion of the services, launchlabs may set a reasonable deadline for declaring the overall acceptance. After expiration of the deadline, the services shall be deemed to have been accepted, unless the customer has refused acceptance by stating at least one defect.

 

6.      Changes to services („change request“)

6.1      If the customer wishes to make changes or additions to certain contractually agreed services, they shall inform launchlabs of this in writing or in text form. 

6.2      In the event of a change request by the customer, launchlabs will examine the effects of the changes on the remuneration or deadlines and inform the customer accordingly. The customer shall bear any additional expenses incurred as a result of the changes.

 

7.      Fees, payment, due date, invoice, default

7.1      Unless otherwise agreed, the service shall be paid for on the basis of the time spent („person days“ or hourly rate) at the rates stated in the offer, in each case plus the legally applicable value-added tax. In the case of an hourly rate agreement, payment shall be made in quarter-hourly intervals. Unless otherwise agreed, cost estimates or budgets submitted by launchlabs are mere estimations and not binding. 

7.2      In the case of assignments or appointments outside of the company headquarters of launchlabs (Leuschnerdamm 13, 10999 Berlin), necessary travel and accommodation costs, expenses and other third-party claims for charges that arise in connection with the execution of the contract will be reimbursed separately by the customer according to expenditure and against proof. Further modalities of payment can be agreed upon between the parties in the respective individual contracts. In the case of extraordinary prepayments, launchlabs is entitled to demand a reasonable prepayment of up to 40%.

7.3      Unless otherwise agreed, launchlabs shall invoice on a time and material basis at the end of each month. 

7.4      The fees shall be due for payment after 14 days and receipt of the invoice by the customer without deductions. In the case of work services, payment is due after (partial) acceptance (see clause 5.) and receipt of the invoice by the customer.

7.5      launchlabs is entitled to issue invoices in electronic form.

7.6      Unless otherwise agreed, payments shall be made by bank transfer to the company account specified in the invoice of launchlabs. 

7.7      Late payment interests will be charged at a rate of 9 percentage points above the basic interest rate p.a. launchlabs reserves the right to claim the flatrate for late payment sum of 40 EUR (cf. § 288 para. 5. p. 1 BGB) as well as further or higher default damages, if appropriate. However, the flatrate for late payment shall in any case be credited against the damages owed, insofar as the damage is justified in costs of legal prosecution.

 

8.      Cancellation of Services, Cancellation Fees

8.1      In the case of consulting and training services, launchlabs strives to facilitate appointment requests. Appointment agreements of the parties are binding. 

8.2      launchlabs allows the customer to cancel free of charge up to 31 days before the agreed date. If the customer cancels or reschedules a binding appointment less than 31 days prior to the start of the appointment for reasons solely attributable to the customer, the following cancellation fees shall apply:

• 30 days to 15 days before the start of the appointment: 50 % of the agreed offer amount,
• 14 days to 8 days before the beginning of the appointment: 75 % of the agreed offer sum,
• 7 and less days before the beginning of the appointment: 100 % of the agreed offer sum. 

8.3      The customer is at liberty to prove that launchlabs has experienced no or less damage than the aforementioned flat rate (cancellation fees) as a result of the cancellation. launchlabs reserves the right to claim further or more extensive damages in the event of a cancellation.

8.4      Any cancellation must be sent to launchlabs in writing or in electronic form. For the assessment of the cancellation fees within the meaning of section 8.2, the date of receipt of the cancellation by launchlabs is decisive.

 

9.      Rights of Use, Copyright Notice, Ownership of Business Objects

9.1      The services of launchlabs may include legally protectable services (according to copyright, performance protection law, design or trademark law, etc.), such as drawings, drafts, raw versions, etc.. The rights to the services performed remain solely with launchlabs. 

9.2      launchlabs grants the customer a non-transferable and simple right, subject to the payment in full of all fees, to use the services for an unlimited period of time and without limitation of space, exclusively within the context of the respective purpose of the contract and within the agreed type of use. Further rights are not granted. In particular, changes, duplications, making the services publicly available without the prior written consent of launchlabs are not permitted.

9.3      Copyright notices or trademarks of launchlabs on materials may not be removed or changed. 

9.4      If, in the course of the cooperation between the parties, such creative results arise which are themselves protectable intellectual achievements or which enable the customer to develop, register or otherwise commercially utilized works, trademarks, technical or aesthetic novelties to series maturity, the customer undertakes to contractually involve launchlabs in this further development and utilization or to offer launchlabs further cooperation on a binding basis, to provide extensive information and to compensate launchlabs appropriately for any future utilization. The customer will name launchlabs as co-creator or cooperation partner in the respective use of the services.

9.5      The operating items used by launchlabs to provide the services, such as in particular artwork, hardware/computers, data carriers etc. as well as other items shall remain the property of launchlabs, even if they are invoiced separately within the scope of temporary use, and shall not be delivered.

 

10.      References

launchlabs is entitled to name the customer as a reference on the website, in print as well as digital media. The customer may at any time request that the reference be removed.

 

11.      Special provisions for the rental of premises, catering, service personnel, cancellation

In the event that the parties have agreed on the temporary use of launchlabs rooms, the following regulations shall apply in addition to the other regulations in these GTC:

11.1      Depending on the agreement in the individual contract, the following premises are available for rental in launchlabs: Greenhouse Plaza, Playground Studio and Playground Teamspace with the additional rooms reception, checkroom, community space with kitchen and dining area as well as WC rooms.

11.2      The Customer shall name launchlabs a responsible person generally authorized to handle the event, who may in particular enter into contractual obligations and who must be present during the event as well as during the preparation and postprocessing.

11.3      The customer is required to be responsible for the legality of his event and its proper execution.

11.4      If special inspections, approvals, permits or authorizations are required for the implementation of an event in the launchlabs facilities, the customer shall be solely responsible for their timely application or implementation as well as for the payment of costs and fees.

11.5      The responsibility for the preparation of any necessary GEMA or KSK notifications as well as other required notifications lies with the customer. launchlabs is in no case liable for any additional demands, surcharges or fees.

11.6      During the event, the customer is subject to launchlabs‘ domiciliary rights in the venue as well as in the surrounding courtyard areas. The instructions of launchlabs or its employees as well as the responsible supervisors of the industrial yard Leuschnerdamm 13 are to be obeyed.

11.7      Escape routes and emergency exits must remain unobstructed.

11.8      Any planned advertising within the context of events, in particular video/TV recordings and interviews, may only be carried out after prior agreement with launchlabs. launchlabs may at any time prohibit the Customer from mentioning the brand „launchlabs“ as a reference. 

11.9      Upon agreement, keys for the space may be provided to the customer on a loan basis. The recipient of the keys is responsible for safekeeping and assumes liability for the use of the keys received. All consequences resulting from a possible loss shall be carried by the customer.

11.10      For the conclusion of the contract, the customer must announce the expected number of participants of the event at the rooms of launchlabs. In order to ensure proper preparation, the final number of participants must be communicated to launchlabs in writing or in electronic form at least 7 working days before the start of the event. Later changes cannot be considered.

11.11      The customer is liable for damages caused by them, their representatives, guests or other third parties in connection with the event and must immediately repair the damage or have it repaired professionally. If the customer does not comply with this obligation, launchlabs will set the customer a reasonable deadline to repair the damage. If this period expires without result, launchlabs is entitled to have the damage professionally repaired at the customer’s expense. If the damage and/or its repair prevents or hinders a subsequent rental, the customer shall also be liable for the resulting loss of rental income and any further damage and expenses.

11.12      The customer shall release launchlabs from claims and demands of third parties that are raised against launchlabs as a result of the use of the Rooms by the customer or persons involved in the event, including the costs of any lawsuits. Section 4.4., p. 2 ff. of these GTC apply accordingly.

11.13      launchlabs assumes no liability for objects brought in by the customer, his contributors, employees and suppliers. 

11.14      launchlabs is liable to the customer for damages, which are not personal injuries, and which arise in connection with the event, only if launchlabs or its employees are guilty of intent or rough neglect.

11.15      The strict liability of launchlabs for existing defects at the time of conclusion of the contract (so-called „initial material defects“) from § 536a para. 1 p. 1, 1. alt. BGB is excluded (so-called „warranty liability“).

11.16      The rooms and facilities may only be used within the context of the contractually agreed purpose and extent. Changes must be coordinated with launchlabs in advance. Uses for prohibited or morally offensive purposes as well as uses by religious or ideological as well as political organizations, or persons who are directly or significantly involved in them, are generally excluded.

11.17      The subletting and reletting of the rooms by the customer is not permitted. The use for sales and similar events must be coordinated in advance with launchlabs.

11.18      Smoking and open fires in the rooms as well as bringing animals are not permitted.

11.19      The use of the rooms is possible within the contractually agreed period of time. Any use beyond this period must be agreed in writing with launchlabs and will be invoiced on a pro rata basis.

11.20      Unless otherwise agreed, the rooms can be used on weekdays (Mon-Fri) in the period from 8:00 am to 6:00 pm. During public holidays in Berlin and on Saturdays and Sundays, use is restricted and only possible by prior arrangement. Since the entire courtyard facility is locked after 8:00 p.m., the use of space at later times of the day requires prior coordination with launchlabs.

11.21      When using the launchlabs facilities and the surrounding courtyard areas, the noise protection regulations must be complied with; in particular, noise development after 8:00 p.m. must be avoided. The customer is liable for compliance.

11.22      Technical installations, the introduction of technical equipment not belonging to the house and the attachment of decorative material require the express consent of launchlabs. The customer has to take care that no dangers are caused by these installations. The legal regulations, ordinances and legal provisions as well as any orders and requirements shall be complied with by the customer. 

11.23      Immediately after the end of the event, the installations, equipment and objects brought along must be removed by the customer. If the customer does not properly fulfill this obligation, launchlabs may remove and store the items at the customer’s expense. If this hinders or prevents a subsequent rental, the provision in clause 11.11 sentence 4 shall apply accordingly.

11.24      The customer is aware that other events and the daily business of launchlabs may take place in the launchlabs spaces at the same time as their event. Any claims of the customer against launchlabs resulting from this circumstance are excluded.

11.25      Wireless Internet access is available to the Customer and their guests during the use of the Spaces. Access is provided with login and password, which are transmitted to the Customer by launchlabs. Login and password are to be treated confidentially and may not be disclosed to unauthorized third parties. By using the wifi, the customer and any guest accept the terms and conditions of use of launchlabs.

11.26      The customer takes over the rooms in a proper, undamaged, clean and tidy condition. Should he find any deviations or defects, these are to be reported to launchlabs immediately. Later cost reductions are not possible.

11.27      The customer shall handle the rooms, the inventory , the technical and other objects provided with care. The customer shall return the rooms in the same condition as they were found.

11.28      Packaging waste and the similar must be removed immediately after the event.

11.29      Unless otherwise agreed, launchlabs shall bear the costs for cleaning after the event. However, should there be disproportionate littering of the facilities, launchlabs reserves the right to charge the customer a special cleaning fee according to the actual costs arising.

11.30      launchlabs may withdraw from the contract lawful regulations and without keeping a deadline, if:

• the customer has provided incomplete or misleading information about the nature and planned course of the event;
• the customer has not fulfilled the contractually agreed obligations despite a request by launchlabs;
• launchlabs becomes aware of the fact that the customer is addressing racist, inhumane, discriminatory, anti-democratic or violence glorifying issues in the context of the event;
• launchlabs receives information that gives rise to justified doubts about the creditworthiness of the customer;
• official measures and/or requirements that do not fall within launchlabs‘ sphere of risk (e.g. COVID-19) prevent the event from being held;
• launchlabs seriously fears that the customer’s event may jeopardize the functionality of the current operation and its safety or that the reputation of launchlabs may be significantly impaired.

11.31      The customer may withdraw from the contract in accordance with the legal provisions. Regardless of the reason for withdrawal, the cancellation regulations described in sections 8.1 to 8.4 apply accordingly to the customer.

11.32      Catering and beverages for the event shall be organized by launchlabs after consultation with the customer and at the customer’s expense. The details of the various catering options are described in the offers. 

11.33      For the planning and invoicing of catering, the customer must notify launchlabs in writing of the final number of participants at least 7 working days before the start of the event. Later changes cannot be taken into account.

11.34      The customer is only permitted to consume its own catering and beverages for the event after written approval by launchlabs.

11.35      launchlabs shall provide its own service personnel for the execution of the event. The costs (agreed hourly or daily rate) shall be covered by the customer.

11.36      For the technical support of the event, in particular for the use of the recording and green screen studios, launchlabs shall provide its own technically trained staff after consultation with the customer. The costs (agreed hourly or daily rate) shall be covered by the customer.

 

12.      Warranty for material defects and defects of title

12.1      Unless otherwise agreed in section 11 of these GTC or hereinafter, the warranty of launchlabs for material defects and defects of title shall be governed by the legal provisions.

12.2      launchlabs is authorized to refuse subsequent performance as long as the customer has not yet paid the remuneration owed in full and the customer has no justified interest in retaining the outstanding remuneration.

12.3      The warranty of launchlabs shall not apply in cases where the defect or damage is solely due to the fact that the customer has made changes to the services provided by launchlabs. The same shall apply if the defect is due to defective information, products, materials provided by the customer or to improper operation by the customer. 

12.4      The customer shall support launchlabs in the determination and elimination of defects and shall provide all information from which the more detailed circumstances of the occurrence of the defect can be determined.

12.5      In cases of defects in a work performance, the customer shall set a reasonable deadline for the elimination of the defect. If there is a defect in the service provided by launchlabs, launchlabs is entitled, at its own discretion, to repair the defect or to provide a new service. The repair or replacement shall be deemed to have failed if two attempts by launchlabs have not resulted in the repair of the defect within a reasonable period of time or if the repair of the defect has finally failed. The customer shall give notice of defects in electronic form or in writing, describing the problem in detail.

 

13.      Liability

13.1      launchlabs renders its services according to the due standard of care in the industry. 

13.2      Claims for damages due to breach of duty and unauthorized act as well as claims for compensation of unsuccessful efforts are excluded against launchlabs as well as against its fulfillment and service assistants, unless one of the following exceptions applies.

13.3      launchlabs shall be liable for damages caused intentionally or by willful neglect, for damages resulting from liability for loss of life, bodily injury or damage to health, for damages based on the absence of a warranted characteristic or any guarantees assumed, in the event of a violation of material contractual obligations, i.e. such contractual obligations the fulfillment of which is a precondition for the proper performance of the contract and the observation of which the customer may regularly rely on, and the breach of which jeopardizes the achievement of the purpose of the contract („cardinal obligations“), and to the extent that it is obliged to assume liability under the Product Liability Act. 

13.4      In the event of a claim for damages for the slightly neglectful breach of cardinal obligations and in cases of rough neglect of contractual secondary obligations, the liability shall be limited to the foreseeable damage typical for the contract. This shall not apply in cases of personal injury, damage based on the absence of a warranted characteristic or for which liability is provided for under the Product Liability Act.

13.5      launchlabs shall be liable for the loss of stored data only if the customer has ensured, on the basis of regular, properly performed data backups, that such data can be reconstructed at a reasonable cost. The liability is limited within the context of the aforementioned limitation of liability and in terms of amount to the cost of reconstruction.

13.6      These liability provisions shall apply, regardless of their legal basis, to all claims for damages and compensation of expenses, including pre-contractual and collateral claims.

 

14.      Confidentiality

14.1      The parties agree to maintain secrecy regarding confidential information. This obligation shall continue after termination of the contract. Confidential information shall in particular be business secrets within the meaning of Section 2 No. 1 of the German Business Secrets Act (Business-Secrecy-Law) and all records, documents and information which are specifically marked as confidential, furthermore the offer individually prepared for the customer. 

14.2      Excluded from this obligation shall be such confidential information which was demonstrably already known to the recipient at the time of the conclusion of the contract or subsequently becomes known from a third party without violating a confidentiality agreement, legal regulations or official orders;

• which the recipient has independently obtained without thereby violating any confidentiality agreement, legal regulations or official orders; 
• which are public knowledge at the time of conclusion of the agreement or are made public thereafter, unless this is due to a breach of this agreement; 
• which must be disclosed due to legal obligations or by order of a court or authority. To the extent permissible and possible, the recipient obligated to disclose shall notify the other party in advance and give the other party an opportunity to object to the disclosure.

14.3      Actions permitted under §§ 3, 5 of the german business secrets act (Business-Secrecy-Law) and excluded from confidentiality shall remain unaffected. Any separate confidentiality agreement between the parties shall remain unaffected.

 

15.      Data protection

15.1      The parties shall comply with the existing regulations under data protection law, such as the german data protection regulation („Datenschutzgrundverordnung“) or the german federal data protection act („Bundesdatenschutzgesetz“). In particular, the parties shall only use persons for the performance of the contractual relationship who, for their part, have been obligated to comply with the current regulations under data protection law. If launchlabs processes personal data on behalf of the customer, the parties shall conclude a data processing agreement within the meaning of Art. 28 of the basic data protection regulation upon acceptance of the GTCs/upon commissioning the offer.

15.2      launchlabs will process personal data of the customer in accordance with the current data protection regulations only to the extent necessary for the performance of the contractual relationship.

 

16.      Assignment, set-off and right of retainment 

16.1      The assignment of claims shall only be permissible with the prior written consent of the other contracting party. Such consent may not be unreasonably withheld. § Section 354a of the german commercial code (HGB) shall remain unaffected.

16.2      The customer shall not be entitled to offset claims outside the synallagma, i.e. outside the reciprocal relationship of performance and consideration. The prohibition of set-off shall not apply if the counterclaims of launchlabs are not disputed, have been finally adjudicated or are ready for decision. 

16.3      As long as and to the extent launchlabs has outstanding claims against the customer, launchlabs reserves a right of retaining items of the customer which are in its possession. The customer may only claim a right of retainment with counterclaims arising from the respective contractual relationship.

 

17.      Final Terms

17.1      Changes and modifications to the contract, terminations, withdrawals or reminders as well as other declarations of form must be made in writing or in electronic form. 

17.2      Should individual terms of these GTC be or become invalid in whole or in part, the validity of the remaining terms shall not be affected thereby.

17.3      The place of performance for both parties is Berlin. The law of the federal republic of Germany shall apply to the exclusion of the UN Convention on contracts for the International Sale of Goods (CISG) as well as the german international civil law.

17.4      The exclusive place of legal action for all legal disputes arising from or in connection with this contract is Berlin-Mitte. launchlabs is furthermore entitled to bring an action at the general place of legal action of the customer.

 

Status: October 2023