Preamble
These Service Contract Terms (“Agreement”) govern the contractual relationship between the Client and the R&D 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 service provider. RESEARCHPRENEURS is not a party to this Agreement and assumes no liability for the performance, payment, or outcome of the Services contracted between Users.
1. Definitions
For the purpose of this Agreement, the following terms shall have the meanings set forth below:
“Platform” means the RESEARCHPRENEURS online marketplace operated by RESEARCHPRENEURS UG (haftungsbeschränkt), enabling Clients and R&D Experts to connect, negotiate, and conclude service contracts.
“Client” means any natural or legal person using the Platform to obtain services from an R&D Expert.
“R&D Expert” or “Expert” means any natural or legal person registered on the Platform to offer services, research, or development work to Clients.
“Assignment” or “Project” means any specific engagement or scope of work agreed between a Client and an R&D Expert through the Platform.
“Deliverables” or “Work Product” mean all reports, data, prototypes, designs, or other outputs produced by the R&D Expert in connection with an Assignment.
“Validation” means the Client’s acceptance of Deliverables after review, in accordance with the acceptance procedures defined in this Agreement.
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.
R&D 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 R&D 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, diligence, and in accordance with generally accepted industry standards and Section 631 et seq. of the German Civil Code (BGB).
3.3 The R&D 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 R&D Expert to perform the Services.
4. Independent Contractor Status
4.1 The R&D 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 R&D 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 R&D Expert shall indemnify the Client and RESEARCHPRENEURS for any liabilities, penalties, or claims arising from non-compliance with these obligations.
5. Fees and Payment Terms
5.1 The compensation, milestones, and payment schedule are defined in the RESEARCHPRENEURS Platform project listing and clarified in Annex 1, which together constitute the agreed payment terms under this Agreement.
5.2 Unless otherwise agreed, all fees are exclusive of applicable VAT, which shall be added in accordance with statutory requirements.
5.3 The Client shall make all payments via the RESEARCHPRENEURS Platform using the approved payment channels. RESEARCHPRENEURS acts solely as a payment facilitator and is not responsible for withholding or remitting taxes.
5.4 The R&D Expert shall issue invoices through the Platform, reflecting actual services rendered or milestones achieved.
5.5 Late payments shall accrue statutory interest pursuant to § 288 BGB. Any delay exceeding 30 days grants the R&D Expert the right to suspend performance until payment is received.
6. Escrow and Validation of Deliverables
6.1 Prior to the commencement of an Assignment, the Client shall fund the agreed project amount into a secure payment account designated by RESEARCHPRENEURS (“Escrow Account”).
6.2 RESEARCHPRENEURS shall hold the funds in escrow on behalf of both Parties until the completion of the Assignment.
6.3 Upon delivery of the Deliverables, the Client shall have ten (10) business days to review and either:
a) confirm acceptance (“Validation”), or
b) notify the R&D Expert in writing of any material defects or non-conformities.
6.4 If the Client fails to provide written notice of defects within the review period, the Deliverables shall be deemed accepted, and RESEARCHPRENEURS shall release the escrowed funds to the R&D Expert, net of any platform commission or administrative fees.
6.5 In case of dispute regarding acceptance, RESEARCHPRENEURS may mediate in accordance with its dispute resolution procedures but shall not be deemed a party to the underlying Service Contract.
7. Non-Circumvention Obligation
7.1 The Client and the R&D 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 twelve (12) 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 The Parties acknowledge that this clause is fair and proportionate within the meaning of § 307 BGB, as it safeguards the economic basis of the Platform and prevents unfair competition.
8. Intellectual Property Rights
8.1 Upon full payment, the R&D 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 R&D 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 R&D Expert grants the Client a non-exclusive, perpetual, worldwide, royalty-free license to use such components for the intended purpose.
8.3 The R&D 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 R&D Expert shall disclose this prior to delivery and provide applicable license terms.
8.5 Moral rights remain unaffected, but the R&D Expert waives enforcement to the extent legally permissible.
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.
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 R&D 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.
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 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).
12.3 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, structure, database, user interface, design, and trademarks.
13.2 Nothing in this Agreement shall be construed as granting any license or right to the Client or R&D Expert other than the limited right to use the Platform in accordance with its intended purpose.
13.3 Each User (Client or Expert) grants to RESEARCHPRENEURS a non-exclusive, royalty-free, worldwide, and perpetual 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, and improving the Platform.
13.4 Users represent and warrant that they own or have the necessary rights to grant this license and that their content does not infringe the rights of third parties.
13.5 RESEARCHPRENEURS reserves the right to remove or disable access to any content that violates applicable law, third-party rights, or these Terms.
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 Severability: If any provision of this Agreement is found invalid, the remaining provisions shall remain in full force.
14.4 Assignment: Neither Party may assign this Agreement without the written consent of the other.
14.5 Language: This Agreement is drafted in English. In case of interpretation discrepancies, the German version (if available) shall prevail.