Preamble

These Service Contract Terms (“Agreement”) govern the contractual relationship between the Client and the Expert (each a “Party” and collectively the “Parties”) for the performance of services through the RESEARCHPRENEURS Platform.

RESEARCHPRENEURS UG (haftungsbeschränkt), Bildungscampus 11, c/o Campus Founders GmbH, 74076 Heilbronn, Germany (“RESEARCHPRENEURS”), operates the RESEARCHPRENEURS Platform as an intermediary connecting Clients and Experts. 

RESEARCHPRENEURS is not a party to this Agreement and does not assume contractual liability for the performance, payment, or outcome of the Services between Client and Expert. RESEARCHPRENEURS facilitates the contracting, communication, and payment process through licensed payment providers and performs a process-oriented quality assurance check limited to completeness, integrity, and formal compliance with the agreed deliverables.

RESEARCHPRENEURS is not an escrow agent, trustee, or contracting party to the Service Agreement between Client and Expert, and does not hold or manage any client funds.

RESEARCHPRENEURS’ liability is limited to intent and gross negligence in accordance with § 309 Nr. 7 BGB.

For payment operations, RESEARCHPRENEURS uses licensed payment institutions (e.g. Stripe, Rapyd, or MangoPay) authorized under the EU Payment Services Directive (PSD2). RESEARCHPRENEURS does not provide payment services within the meaning of § 1 Abs. 1 Satz 2 Nr. 6 ZAG.

Quality Assurance Disclaimer

Quality assurance by RESEARCHPRENEURS is a process check only.

RESEARCHPRENEURS verifies completeness against the agreed deliverables, checks file integrity, and confirms the disclosure of any third-party licenses. It also moderates the acceptance timeline by applying the ten-business-day validation period and requiring concrete defect reasons to stop acceptance, consistent with § 640 BGB.

RESEARCHPRENEURS does not certify the correctness, scientific or technical accuracy, regulatory compliance, or fitness for a particular purpose of any Deliverables, nor the absence of third-party rights.

This quality assurance is not a guarantee (Garantie) and does not transfer responsibility for the Expert’s Services to RESEARCHPRENEURS.

1. Definitions

For the purpose of this Agreement, the following terms shall have the meanings set forth below:

“Platform” means the RESEARCHPRENEURS platform operated by RESEARCHPRENEURS UG (haftungsbeschränkt), enabling Clients and Experts to connect, negotiate, and conclude service contracts.

“Client” means any natural or legal person using the Platform to obtain services from an Expert.

“Expert” or “R&D Expert” or “BizDev Expert” means any natural or legal person registered on the Platform to offer services, research, or development work to Clients.

“Project” or “Assignment” means any specific engagement or scope of work agreed between a Client and an Expert through the Platform.

“Deliverables” or “Work Product” mean all reports, data, prototypes, designs, or other outputs produced by the Expert in connection with an Assignment.

“Acceptance” means the Client’s acceptance of Deliverables after review, in accordance with the acceptance procedures defined in this Agreement.

“Review Period” means a period of ten Business Days that starts on the calendar day after the Expert triggers an acceptance request through the Platform. During the Review Period the Client shall either accept the Deliverables or send a written notice through the Platform that lists at least one specific material defect that prevents acceptance. If the Client does neither within the Review Period the Deliverables are deemed accepted at the end of the Review Period.

“Business Day” means any day other than Saturday, Sunday, or a public holiday in the Federal Republic of Germany. All periods in these Terms are measured in Central European Time.

“Background Technology” means any pre-existing intellectual property, materials, data, algorithms, software, tools, methods, processes, or know-how developed or owned by a Party prior to or independent of the Assignment, as well as any general skills, techniques, or concepts that are not specific to the Deliverables. Background Technology remains the sole property of the originating Party, except where the Parties have expressly agreed in writing to assign or license specific elements thereof.

2. Parties

The following Parties are entering into this Agreement:

Client: The individual or legal entity identified on the RESEARCHPRENEURS Platform as the recipient of the Services.

Expert: The individual or legal entity identified on the RESEARCHPRENEURS Platform as the provider of the Services.

The address, tax identification, and invoicing details of each Party are as entered in their RESEARCHPRENEURS Platform profile.

3. Scope of Services

3.1 The Expert agrees to perform the services (“Services”) as described in the project details, milestones, and Annex 1 of this agreement, defined on the RESEARCHPRENEURS Platform.

3.2 The Services shall be performed with due professional care and in accordance with generally accepted industry standards and Sections 631 et seq. of the German Civil Code (BGB). The Parties agree that this Agreement constitutes a Werkvertrag (contract for work and services) as it concerns the creation of defined deliverables. Payment shall become due upon completion and acceptance in accordance with Clause 6. 

3.3 The Expert shall independently determine the manner and means of performing the Services, except where specific deliverables, schedules, or standards have been agreed.

3.4 The Client shall provide timely access to all data, materials, and cooperation reasonably required for the Expert to perform the Services.

4. Independent Contractor Status

4.1 The Expert performs the Services as an independent contractor. Nothing in this Agreement shall be construed to create an employment, agency, or partnership relationship between the Parties or with RESEARCHPRENEURS.

4.2 The Expert is solely responsible for its own tax obligations, business registration, insurance, and compliance with all applicable labor, social security, and commercial laws.

4.3 The Expert shall indemnify the Client and RESEARCHPRENEURS for any liabilities, penalties, or claims arising from non-compliance with these obligations, including but not limited to any claims from tax or social security authorities.

5. Fees and Payment Terms

5.1 The compensation, milestones, and payment schedule are defined in the RESEARCHPRENEURS Platform project listing and detailed in Annex 1, which together constitute the agreed payment terms under this Agreement.

5.2 Funds are released only after Client Acceptance of Deliverables, and RESEARCHPRENEURS’ platform fees and commissions are deducted automatically before payment to the Expert.

5.3 RESEARCHPRENEURS does not provide refunds once funds have been released following Client Acceptance, except in cases of proven non-performance confirmed through dispute mediation. Refunds or chargebacks initiated outside the Platform are not permitted after such release.

5.4 Unless otherwise agreed, all fees are exclusive of applicable VAT, VAT shall be applied according to the place-of-supply rules under Articles 44-59 of the EU VAT Directive. Where the reverse-charge mechanism or export exemption applies, the invoice shall state the relevant legal reference, and no VAT shall be charged.

6. Escrow and Acceptance of Deliverables

6.1 Prior to the commencement of an Assignment, the Client shall deposit the agreed project amount into a secure payment account provided by a licensed third-party payment service provider integrated into the RESEARCHPRENEURS Platform (e.g., Stripe, Rapyd, MangoPay).

6.2 The funds shall be held by the licensed payment service provider on behalf of both Parties until the Project or relevant milestone has been accepted or deemed accepted  by the Client  in accordance with this Clause. Accepted means the Client’s explicit confirmation that the Deliverables conform to the agreed specifications. Deemed accepted means that the Expert has requested acceptance through the Platform and the Client has neither accepted nor notified at least one specific material defect within the Review Period. RESEARCHPRENEURS does not hold or control project funds at any time.

6.3 Upon delivery of the Deliverables, the Expert triggers an acceptance request through the Platform. The Client then has a Review Period of ten business days to accept the Deliverables or to notify at least one specific material defect that prevents acceptance. General reservations or non-specific statements are not sufficient.

6.4 Upon acceptance or deemed acceptance, the licensed payment service provider shall release the corresponding funds to the Expert in accordance with these Terms and the instructions effected through the Platform. The Platform records time stamps of acceptance requests and responses and these records are conclusive for timing.

6.5 The release shall be made net of any Platform commission and applicable payment processing or administrative fees. 

6.6 If the Client fails to provide written notice of  at least one specific material defect within the Review  Period defined in Clause 6.3 of the Service Contract Terms, the Deliverables or milestone shall be deemed accepted, and the licensed payment provider shall release the payment accordingly.

6.7 RESEARCHPRENEURS does not provide payment services or issue electronic money within the meaning of the German Payment Services Supervision Act Zahlungsdiensteaufsichtsgesetz (ZAG). All fund transfers between Clients and Experts are executed by licensed payment institutions integrated into the RESEARCHPRENEURS Platform. RESEARCHPRENEURS merely enables the technical interface for these transactions and assumes no fiduciary or custodial obligations.

7. Non-Circumvention Obligation

7.1 The Client and the Expert acknowledge that RESEARCHPRENEURS invests significant effort and resources into facilitating introductions, project management tools, and secure payment infrastructure.

7.2 Accordingly, both Parties agree not to circumvent the Platform by entering into any direct or indirect business relationship for the same or substantially similar services introduced through the Platform, for a period of twenty-four (24) months from the date of their first contact via RESEARCHPRENEURS.

7.3 Any agreement or payment made outside the Platform in breach of this clause shall constitute a material breach of this Agreement.

7.4 In the event of such breach, RESEARCHPRENEURS shall be entitled to:
a) claim payment of the full platform commission that would have been due had the transaction occurred via the Platform; and
b) recover additional proven damages, including reasonable administrative and legal costs.

7.5 This clause shall not restrict the Parties from entering into independent business relationships unrelated to introductions made via the Platform. The Parties acknowledge that this provision is proportionate within the meaning of § 307 BGB.

7.6  The Parties acknowledge that their use of the RESEARCHPRENEURS Platform, including all communications, introductions, and payments between them, remains subject to the Platform’s Terms & Conditions, including its Non-Circumvention and Conversion-Fee provisions.

Any breach of those provisions shall constitute a material breach of this Agreement.

In case of conflict between this Agreement and the Platform’s Terms & Conditions regarding Non-Circumvention, the Platform Terms shall prevail.

8. Intellectual Property Rights

8.1 Upon full payment, the Expert assigns to the Client all transferable rights of use (§ 31 UrhG) in and to the Work Product, to the extent required for the agreed purpose.

8.2 The Expert retains ownership of all Background Technology and tools developed outside the scope of this Agreement. Where Background Technology is incorporated into the Work Product, the Expert grants the Client a non-exclusive, perpetual, worldwide, royalty-free license to use such components for the intended purpose.

8.3 The Expert warrants that the Work Product does not infringe third-party intellectual property rights and shall indemnify the Client against any such claims.

8.4 If the Work Product contains open-source or third-party materials, the Expert shall disclose this prior to delivery and provide applicable license terms.

8.5 Moral rights remain unaffected, but the Expert waives enforcement to the extent legally permissible.

8.6 Unless otherwise agreed in writing, experimental data, research notes, and process know-how generated during the Assignment shall be deemed part of the Work Product.

8.7 RESEARCHPRENEURS shall not be responsible for monitoring, enforcing, or mediating any intellectual property transfer between the Client and the Expert; all IP-related disputes are solely between the Parties.

9. Confidentiality and Data Protection

9.1 Each Party shall keep strictly confidential all Confidential Information received under this Agreement, using at least the same degree of care as it uses for its own confidential information, and not less than reasonable care.

9.2 Each Party acts as an independent controller for any personal data processed under this Agreement and shall comply with the EU General Data Protection Regulation (GDPR) and applicable national laws.

9.3 In the event of a personal data breach or unauthorized disclosure, the affected Party shall notify the other within seventy-two (72) hours as required by Article 33 GDPR.

9.4 Upon completion or termination, each Party shall return or securely delete all Confidential Information upon written request.

9.5 The Parties acknowledge that RESEARCHPRENEURS processes personal data in accordance with its Privacy Policy, available on the Platform.

10. Compliance and Legal Obligations

10.1 Each Party shall comply with all applicable laws, including tax, export control, anti-corruption, and intellectual property laws.

10.2 The Expert confirms that it is legally entitled to provide freelance or self-employed services in its jurisdiction.

10.3 Neither Party shall engage in any activity that could reasonably be expected to harm the reputation or legal standing of RESEARCHPRENEURS.

11. Liability and Indemnification

11.1 Each Party shall be liable for damages only in cases of intent or gross negligence (§ 276 BGB). Liability for slight negligence is limited to foreseeable, typical damages.

11.2 Liability for indirect or consequential losses, including loss of profit or data, is excluded unless caused by willful misconduct.

11.3 The aggregate liability of either Party shall not exceed the total contract value unless liability arises from intent, fraud, or personal injury.

11.4 The Parties agree to indemnify and hold harmless RESEARCHPRENEURS from any claims, damages, or losses arising out of their performance or breach of this Agreement.

11.5 Nothing in these Terms limits or excludes liability for intent, gross negligence, injury to life, body, or health, fraudulent concealment, an express guarantee, or mandatory product-liability law.

11.6 For slightly negligent breaches of an essential contractual obligation, RESEARCHPRENEURS’ liability shall be limited to typical and foreseeable damages up to the amount of Platform Fees paid by the Client to RESEARCHPRENEURS during the six (6) months preceding the damaging event, with a minimum of EUR 100 and a maximum of EUR 5000 per incident.

The aggregate liability of RESEARCHPRENEURS for all damaging events occurring within any six (6) month period shall not exceed twice the applicable per incident cap.

Liability for slightly negligent breaches of non-essential obligations is excluded.
Essential contractual obligations are those obligations whose fulfilment is necessary for the proper performance of the contract and on whose compliance the Client may regularly rely. 

12. Dispute Resolution and Governing Law

12.1 The Parties shall first attempt to resolve any dispute amicably and in good faith, including through the RESEARCHPRENEURS support system.

12.2 Before initiating legal proceedings, the parties undertake to attempt mediation using a mediator registered in Germany or a mediator provided by RESEARCHPRENEURS.

12.3 If a dispute cannot be resolved, the Agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

12.4 The competent courts of Heilbronn, Germany shall have exclusive jurisdiction unless mandatory consumer protection law provides otherwise.

13. Intellectual Property of the Platform and User-Generated Content

13.1 RESEARCHPRENEURS retains all intellectual property rights, title, and interest in and to the Platform, including its software, databases, user interface, design, trademarks, and related materials.

13.2 Nothing in this Agreement shall be construed as granting any license or right to the Client or Expert other than the limited, non-transferable right to use the Platform in accordance with its intended purpose and these Terms.

13.3 Each User (Client or Expert) grants to RESEARCHPRENEURS a non-exclusive, royalty-free, worldwide license to use, host, store, display, reproduce, publish, and adapt any text, images, profile descriptions, feedback, or other content the User uploads to the Platform (“User-Generated Content”), solely for the purpose of operating, promoting, or improving the Platform.

13.4 This license is revocable upon account deletion, except where continued retention or use is required for operational, security, or legal reasons (including fraud prevention, dispute documentation, or statutory retention obligations).

13.5 Users represent and warrant that they own or otherwise hold all rights necessary to grant this license and that their User-Generated Content does not infringe the rights of any third party.

13.6 Users shall ensure that such content complies with all applicable laws and the Platform’s Terms & Conditions and Code of Conduct. In particular, Users must not upload or share any unlawful, defamatory, pornographic, or otherwise harmful material.

13.7 RESEARCHPRENEURS reserves the right to remove or disable access to any content that violates applicable law, third-party rights, this Agreement, or the Platform’s Terms & Conditions and Code of Conduct.

14. Miscellaneous

14.1 Entire Agreement. This Agreement constitutes the entire understanding between the Parties regarding the Services and supersedes any prior agreements.

14.2 Amendments. Any amendment must be in text form (§ 126b BGB) to be valid.

14.3 Termination. Either Party may terminate this Agreement for cause, including material breach or persistent failure to cooperate. In such case, the Expert shall be entitled to payment for all work duly performed and accepted up to the date of termination.

14.4 Force Majeure. Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement where such failure results from circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, civil unrest, epidemics, government actions, or network or utility outages.

14.5 Survival. The following clauses shall survive termination or expiry of this Agreement:
Clause 7 (Non-Circumvention), Clause 8 (Intellectual Property), Clause 9 (Confidentiality), and Clause 11 (Liability).

14.6 Assignment. Neither Party may assign, transfer, or delegate any of its rights or obligations under this Agreement without the prior written consent of the other Party.

14.7 Language. This Agreement is drafted in English. In the event of discrepancies between language versions, the German translation shall prevail.