General Terms
and Conditions

offmade GmbH
As of: 23 March 2020
1. Scope
1.1.
The following General Terms and Conditions ("GTC") shall apply to all contracts concluded with offmade GmbH with its registered office in Berlin, entered in the Commercial Register of the Local Court of Berlin (Charlottenburg) under HRB 207883 B ("offmade", or "we") on its platform https://www.offmade.io as well as https://www.app.offmade.io and other sub-pages (collectively "Platform") and otherwise as well as to all services provided by offmade, in particular, if these are provided using the Platform.

1.2.
The version of the General Terms and Conditions valid at the time of the conclusion of the respective contract between offmade and the respective other party ("user" or "you") is decisive. By concluding a contract for the use of the platform, as well as by merely using the platform, you agree to the validity of these GTC.

1.3.
The services offered by offmade are aimed at consumers in the sense of § 13 of the German Civil Code (BGB) as well as entrepreneurs in the sense of § 14 BGB, legal entities under public law and public law special assets. Some of the provisions of these General Terms and Conditions shall only apply to you if you are a consumer within the meaning of § 13 of the German Civil Code (BGB). You are a consumer if you use the platform for purposes that are predominantly neither commercial nor your self-employed professional activity.

1.4.
In the event of any contradictions between the provisions of the contracts concluded between offmade and the user and these GTC, the provisions of the respective contracts take precedence over these GTC.

1.5.
If these GTCs conflict with individual provisions of the user's general terms and conditions, the GTCs of offmade shall apply, unless offmade expressly accepts the user's general terms and conditions in writing in advance.
2. Services from offmade
2.1.
offmade operates with the platform a virtual market platform on which it makes available to the users real estate offers, real estate requests, profiles and information about other users.

2.2.
Using software solutions, offmade will make its best efforts, within the scope of what is actually and technically possible and economically reasonable, to bring together the Users who post real estate offers on the Platform with the interests whose real estate searches have a high degree of similarity with these offers (so-called "Matches", the process of bringing together the so-called "Matching"). The details result from section 5 of these GTC. offmade does not guarantee the actual occurrence of matches.
3. Registration by the user
3.1.
The use of offmade and the platform operated by offmade as well as the use of the services and performances offered by offmade requires the user to register on the platform. Registration is only permitted for users who are of full age and have full legal capacity. Only registered users are allowed to offer advertisements for publication or to create search and purchase profiles for real estate.

3.2.
The use of offmade and the platform operated by offmade as well as the use of the services and performances offered by offmade requires the user to register on the platform. Registration is only permitted for users who are of full age and have full legal capacity. Only registered users are allowed to offer advertisements for publication or to create search and purchase profiles for real estate.

3.3.
The e-mail address and the password assigned to passwords by the User during the registration process in compliance with the security requirements of offmade are the access data for the use of the Platform. The user must keep the password secret and may not pass it on to third parties. Should third parties gain knowledge of the user's password, the user shall immediately report this to offmade and change the password.

3.4
For the personal data of the user collected during registration, our notes on data protection apply.
4. Identification of the user
4.1.
The user is aware that we are obliged to identify our users in accordance with the Anti-Money Laundering Act (AMLA) at the latest upon initiation of a main contract (see clause 5.5). In addition, the MLA obliges the user to provide us with the necessary information and documents and to notify us immediately of any changes that arise in the course of the business relationship. In the event that the user does not comply with his obligations to cooperate with us in identifying the user under the MLA, we shall be entitled to terminate the contract for cause. A possible claim for commission remains unaffected by this

4.2.
offmade is entitled to demand that the user verifies the information provided by him regarding his identity. If the identity of the user cannot be verified, section 4.1 p. 3 and p. 4 shall apply accordingly.

4.3.
If the user, when using the platform, is acting on his part as a broker or brokerage company or otherwise for third parties, the user is obliged to properly disclose this offmade in the course of the re-registration process by indicating the account type. The use of the platform by brokers or brokerage firms or other (legal) persons acting commercially with the conclusion of contracts for real estate necessarily presupposes that the respective user has a valid, non-revoked permit in accordance with § 34c of the German Trade Regulation Act (GewO). Possession of the relevant permit must be reported to off-made in the registration process and off-made is entitled to have proof of this permit presented to it. The revocation of the broker's license in accordance with § 34c GewO must be reported immediately by the respective user. Any violation of the obligations under this section 4.3 shall result in the immediate termination of the user agreement without notice by offmade for good cause and the immediate exclusion of the user from the use of the platform for an indefinite period of time. Any commission claims shall not be affected by this.
5. Use of the Platform, Contract of Use and User Fees
5.1.
After registration, users who wish to offer real estate for sale ("Offeror") or who are looking for real estate offers ("Interested Parties") can submit an offer to publish their real estate offer or application (each an "Advertisement") off-made via the Platform. For this purpose, the user must provide the details, data and other information (collectively "Information") requested by offmade in the automated request process for a corresponding publication on the Platform completely and truthfully. By submitting the registration data and the information provided for the placement of an advertisement, the user makes an offer to offmade to conclude a contract for the temporary placement and provision of the advertisement on the platform ("Usage Contract"). offmade will examine the offer for the conclusion of the Usage Contract - in particular taking into account the criteria for advertisements defined by offmade for the use of the platform and published there - and may decide at its own discretion whether to accept it. The acceptance of the offer to conclude the usage agreement is effected by publishing the advertisement on the platform; the user hereby waives the right to receive the declaration of acceptance.

5.2.
The publication of a real estate application or real estate offer is as such on the platform is generally free of charge for the interested party.

5.3.
If offmade succeeds in finding matching offers from other Users (or matching interested parties) that match the corresponding real estate application of the interested party (or the real estate of the provider) and that match the criteria of the respective real estate application (or the respective real estate of the provider), offmade will display to the interested party (or the provider) the respective offers (or interested parties) that appear to be suitable according to this standard together with further information about the object and the provider (or further information about the application of the interested party) as a potential match on the platform in an initially anonymous form. The degree of correspondence between the user's real estate application and the real estate offer compiled by offmade as a potential match is displayed to the user as a total value. Only when both sides of a potential match, prospective buyer and offerer, accept it by clicking the "Match" button on the platform, an actual match will take place. Within the scope of this match, an offmade employee will inform both parties and initiate the sales process.

5.4.
offmade has the right to accompany the sales process between the users as an observer, e.g. by having offmade employees attend the appointments for viewing real estate.

5.5.
If, as a result of the mediation of a potential match or an actual match by offmade between two users of the platform, a purchase agreement or other agreement such as - but not limited to the following - heritable building lease, rental agreement, lease, exchange or comparable agreement ("Main Agreement") for a property offered on the Platform or for shares in a company or other legal entity which in turn holds the property (indirectly, if applicable) ("Object of Purchase"), a claim for payment of a commission pursuant to Section 8of these GTC below arises for offmade.
6. Posting of Content, Responsibilities of Users for Content
6.1.
The user is responsible for the content he or she has posted. In particular, he/she is responsible for ensuring that the content is not illegal and does not infringe the rights of third parties (e.g. copyrights or trademark rights). offmade is not obliged to check whether the content posted infringes the rights of third parties or violates legal regulations. The user further undertakes not to distribute or make accessible any immoral, obscene, pornographic, violence glorifying, discriminating, extremist/politically radical content. The user is obliged to correct or delete the contents he has posted, unless they do not meet the requirements for the design of advertisements. Furthermore, the user must ensure that data and information, including files, transmitted by him do not contain viruses or comparable harmful programs.

6.2.
In the event of a breach of the provisions set out in this Section 6 off-made shall be entitled at any time to reject the content or to remove or deactivate the content without undue delay and without prior consultation with the user. offmade shall inform the user of any such rejection, deletion or deactivation of the content, stating the reasons therefor.

6.3.
The user's obligation to make payments according to the contract of use remains unaffected by the taking of the measures mentioned in this clause 6.6.4.
If the user is an entrepreneur, the following applies additionally: If claims are asserted against offmade by third parties, including governmental institutions, within the scope of this contract due to the violation of the rights of third parties as well as other violations of rights due to the contractual use of the user's contents, the user shall indemnify offmade from these claims and shall provide offmade with the necessary support and assume the necessary costs of the legal defense for offmade, which offmade is entitled but not obliged to do. The prerequisite for this is that offmade informs the user immediately and comprehensively in writing (e-mail is sufficient) about asserted claims and infringements of rights, does not make any concessions or acknowledgements or equivalent declarations without the prior consent of the user and enables the user to conduct all judicial and extrajudicial negotiations about the claims at his own expense. The assertion of further claims remains reserved offmade.
7. Rights of Use
7.1.
By uploading content to the platform, the user grants offmade the right to use this content without any time and space restrictions for the types of use required for uploading, holding and retrieval by third parties, in particular to store, reproduce, edit, modify, make available, transmit, publish and make it publicly accessible, and in particular to use it for the purposes of matching in any current or future type of use.

7.2.
The entire content of the platform and the software on which it is based is protected by German and international copyright and database law. The User may only use the real estate applications and offers which are visible to him/her before or after a matching for the purposes specified in these Terms of Use and shall receive a simple and non-transferable/non-sublicensable licence for access which is limited in content by the purposes specified in these Terms of Use and for the duration of the licence agreement. The information may only be passed on if the origin of the information from offmade is stated, if the terms and conditions of offmade and other commission claims are referred to, and if the authorship of other information obtained through offmade is pointed out. The user may only use the software for the purposes specified in these terms of use. Any other use of the contents of the platform and/or the software on which it is based is excluded without the express written consent of offmade and/or third parties (e.g. licensors, licensees and/or legal successors of offmade). Unless permitted by mandatory legal provisions or with the prior express written consent of offmade, the software on which the platform is based may not be decompiled or its source code made recognisable by other processes and procedures (e.g. reverse engineering). Unless permitted by mandatory legal provisions or with the prior express written consent of offmade, no content of the platform may be systematically extracted and/or systematically reused.
8. Accrual of the Right to Commission
8.1.
As soon as a main contract has been concluded between users of the platform with regard to a property offered there or an object of purchase offered there, we shall be entitled to payment of a commission. The same shall apply in the event that not the User himself, but a company named by the User or associated with him or (if applicable indirectly) connected with him (e.g. in the event of the establishment of a company for the purchase which is yet to be established) or person becomes a party to the main contract concerning the object of purchase. For our commission claim to arise, it is sufficient for us to be jointly responsible for the conclusion of the main contract, which already lies in the creation of a potential match or actual match (within the meaning of Section 2 of these GTC) between the participating users.

8.2.
The debtor of the commission is basically the user who uses the platform as an interested party, i.e. the user who - unless he buys himself - is in the warehouse of the buyer, leaseholder, tenant, lessee, etc. of the object of purchase in the sense of the main contract. This shall also expressly apply in the event that the user does not himself become a party to the main contract (see also clause 8.1). The amount of the commission claim is based on the table in section 8.5.a.

8.3.
Deviating from the above section 8.2. the following applies: If the offeror is a broker or other person commissioned for the sale, the claim for payment of the commission against the broker or the commissioned person is entitled offmade, namely in the form of a percentage share in the brokerage commission/remuneration demanded by the broker or other person commissioned for the sale for the conclusion of the main contract. Section 8.5.b applies to the amount of the share owed offmade.

8.4.
The basis for the calculation of the commission is in each case the consideration to be paid by the buyer, purchaser, leaseholder, tenant, leaseholder or similar, i.e. e.g. the purchase price including any liabilities assumed (e.g. (e.g. loan receivables) in the case of an asset deal, the value of the property in the contractual balance sheet in the case of a share deal or the cumulative value of the consideration to be paid during the term of the main contract in the case of a continuing obligation ("consideration").

8.5.
The amount of the commission to be paid by the respective user to offmade is based on the following statements, which show net amounts (for sales made in foreign currency, the conversion is based on the exchange rate of the day on which the commission claim arises):

A. User is not a broker himself:
If the seller of the property is not a broker, the amount of commission is the percentage of the consideration ("commission rate") shown in the following table, depending on the type of service the owner has chosen. In each case, the commission rate in the relevant column applies to the entire consideration (graduated rate), i.e. for a consideration of, for example, EUR 6 million and offmade Concierge Service Pro+, the commission rate is 1,50% = EUR 90,000.
Consideration and type of service
Commission rate excl VAT (of which in %)
offmade Concierge Service Pro+
from EUR 0.00

offmade Service Pro
from EUR 0.00
1,50 %


1,25%
B. User is himself a broker or other person commissioned to sell:
If the seller is himself a broker or other person commissioned to sell, the share to which he is entitled and owed offmade is calculated in principle on the basis of the commission rate applicable for the respective consideration of the main contract in accordance with section 8.5a. From this commission rate, offmade receives a share in the amount of the percentage point rate indicated in the relevant column (graduated rate) of the following table. In the event of a consideration in the amount of, for example, EUR 6 million, offmade will therefore receive a share of 25% of the commission rate.
Consideration in the amount of
Share excl. VAT
from EUR 0,00
25,00%
If the brokerage fee or commission/remuneration demanded by the broker or other person commissioned for the sale is higher or lower than the commission rate pursuant to Section 8.5a, either party can demand a corresponding adjustment of the calculation basis of the share.
9. Due Date of the Commission Claim
9.1.
Our commission claim is earned and due upon conclusion of the main contract. The commission shall be payable within fourteen (14) days after invoicing without any deduction.

9.2.
Circumstances occurring subsequently after the conclusion of the main contract, such as the exercise of rights of pre-emption, withdrawal or termination, the occurrence of conditions subsequent to the conclusion of the main contract, as well as other circumstances which lead to the subsequent invalidity or unfeasibility of the main contract, have no influence on the commission claim of off-made, unless offmade has culpably caused them.

9.3.
The user liable to pay commission (whether according to section 8.2 oder 8.3)) is obliged to provide us with information about the essential content of the main contract without delay. Furthermore, this user is obliged to provide us with a simple copy of the main contract.

9.4.
Any breach by the user of the duty of notification pursuant to clause 9.3shall result in the immediate termination of his contract of use by offmade for good cause without notice and the immediate exclusion of the user from the use of the platform for an indefinite period of time. offmade reserves the right to assert further claims against the user, in particular claims for damages

9.5.
If the user is an entrepreneur, the following applies in addition: For each case of a culpable breach of the duty of notification according to section 9.3, the user shall pay offmade a contractual penalty of 5.00% of the value of the main contract as stated in the respective offer placed on the platform. The contractual penalty shall be set off against any damages to be paid. The commission claim of offmade remains unaffected.
10. Ccting for Third Parties
In accordance with the principle of matching mediated on the platform by offmade, we are always entitled to act for other users, in particular the other party to the main contract, whether for payment or free of charge.
11. Warranty, System Availability of the Platform
11.1.
offmade assumes no liability for the correctness and completeness of the information and declarations made by users via the platform or by means of the platform or for the identity and integrity of the users.

11.2.
The advertisements and information published on or by using the platform are for offmade foreign contents. The legal responsibility for these contents lies accordingly with the person who has uploaded the contents for publication on the platform.

11.3.
offmade does not assume any warranty for technical defects, in particular for the constant and uninterrupted availability of the platform and its contents or for the complete and error-free reproduction of the contents posted by the user. offmade endeavours to offer unlimited availability of the platform within the scope of what is technically possible and economically reasonable. However, offmade does not guarantee this. Use may be temporarily restricted if this is necessary in view of capacity limits, the security or integrity of the servers or for the implementation of technical measures, and if this serves the proper or improved provision of services. In these cases, offmade takes into account the legitimate interests of the user, e.g. by providing advance information.

11.4.
If an unforeseen system failure hinders the use of the platform, the users will be informed in a suitable and appropriate manner.
12. Haftung
12.1.
For damages incurred by the user in connection with the services and performances of offmade by offmade, subcontractors or their respective vicarious agents, the following applies:

12.2.
In case of intent or gross negligence as well as in case of the existence of a guarantee, liability is unlimited. In case of slight negligence, liability is also unlimited in case of injury to life, body or health. In the event of a slightly negligent breach of essential contractual obligations, liability shall be limited to the amount of damage that is foreseeable and typically occurs in transactions of this type. A contractual obligation is essential if its fulfilment makes the proper execution of the contract possible in the first place and a user can rely on its compliance. Any further liability for damages is excluded except for claims under the Product Liability Act.

12.3.
offmade is liable for data loss and costs of useless data input within the scope of the above provisions only to the extent that could not have been avoided even if the user had backed up his existing data in machine-readable form in the most recent state of processing.

12.4.
Any contributory negligence on the part of the user shall be taken into account in any case. In particular, the user is obliged to check the correctness of the data entered by him and displayed by offmade at least by means of a one-time search query.

12.5.
The above provisions also apply to the personal liability of employees, representatives and organs of offmade.
13. Right of Withdrawal for Consumers
Users who are consumers are entitled to a right of revocation with regard to the usage contract for the platform as well as with regard to each individual publication in accordance with our separate revocation instruction, which can also be called up and saved via the following link. If you are an entrepreneur and are acting in the exercise of your commercial or self-employed activity when concluding the contract, there is no such right of withdrawal.
14. Data Protection
offmade, the protection of the personal data of the users is extremely important. In order to fulfil the purpose of the contract, offmade collects, processes and uses the necessary personal data on the platform and transmits them to other users within the scope of the purpose of the contract. The details of the collection, processing, use and transmission of personal data are set out in our data protection declaration.
15. Electronic Communication
15.1.
We are entitled to communicate with the user on the platform and outside it in electronic form, including by e-mail, if necessary with data attachments, unless the user expressly instructs us in writing to use another form of communication. In the event of such an instruction, we shall be entitled to be reimbursed by the user for any additional costs incurred plus a reasonable overhead surcharge.

15.2.
If the user does not give any instruction to use another means of communication, both parties accept the risks associated with electronic communication, in particular by e-mail (including security risks such as interception, unauthorized access to such communication, manipulation of this form of communication and the risk of viruses or other harmful attacks).
16. Amendments to the General Terms and Conditions
16.1.
offmade reserves the right to amend these General Terms and Conditions at any time by giving a reasonable period of notice of at least four (4) weeks. The modified General Terms and Conditions will be communicated to the user by e-mail, stating the date of their entry into force. In addition, the announcement of the changes will be published on the platform of offmade.

16.2.
If the user does not object to the changes after they have been sent by e-mail or does not object in due time, the amended General Terms and Conditions shall be deemed to have been accepted. In the e-mail for sending the amendment, the significance of the deadline and its expiry without objection by the user shall be pointed out separately.

16.3.
In the event of a timely objection by the user to the amended terms and conditions of business, offmade shall be entitled to terminate the existing contract with the user at the point in time at which the amendment comes into force, while safeguarding the legitimate interests of the user. The user's corresponding content will then be taken offline on the platform and deleted from offmade's databases as far as technically possible. The user may not assert any claims against offmade as a result of this.
17. Applicable Law and place of Jurisdiction
17.1.
The legal relationships between offmade and the user are subject to the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods. In the case of consumers, this choice of law shall only apply insofar as the protection granted is not withdrawn by mandatory provisions of the law of the state in which the consumer has his habitual residence.

17.2.
Insofar as the user is a merchant or a legal entity under public law or a special fund under public law, the place of jurisdiction is Berlin. The same applies if the user does not have a general place of jurisdiction in Germany or the EU, or if his place of residence or usual abode is unknown at the time the action is filed. The authority to also call upon the court at another legal place of jurisdiction remains unaffected by this.

17.3.
The General Terms and Conditions are available in German and English. In the event of any discrepancy or contradiction between the German and English versions, the German version shall prevail.
18. Partial Ineffectiveness
Should individual provisions of our general terms and conditions be or become invalid, the validity of the remaining provisions shall remain unaffected. Any ineffective or void provisions shall be replaced by the statutory provisions.