General Terms and Conditions

I. General Terms & Conditions

Forum

The website UnderTool.com is a forum in which registered members have the opportunity to contract out various work orders (jobs) to be carried out by service providers and contractors, provided that these work orders (jobs) do not constitute any violation of legal regulations or of our general terms and conditions. UnderTool.com has no legal obligation to review work orders on the basis of legality. Should UnderTool.com gain knowledge of any violation of the law, UnderTool.com reserves the right to inform the applicable authorities without prior notice. UnderTool.com itself is to be considered only an agent and by no means a contractual partner.

Registration of Contractual Partners

1. Initially, private and commercial users register as members of UnderTool.com and receive a non-transferrable member account. The registration is bound by an agreement to the site’s general terms and conditions. Upon registration, a legally binding contract concerning the use of the website is concluded between UnderTool.com and the member. Registrations are only accepted from natural persons of legal age or legal entities according to domestic and/or foreign law. UnderTool.com has the right to request proof in the form of documents or other verification certifying that the legal entity in question is in possession of all necessary licenses and permits. A complete name, postal address, telephone number and a valid email address must be provided. An email address alone is not considered sufficient.

2. Contractors are only authorized to accept work orders and to place bids on work orders for which they possess a valid trade license or permit for the field of work in question. Said license or permit must be presented to UnderTool.com upon request by fax. In the interest of all clients, UnderTool.com requires the presentation of a tax clearance certificate. All documents must be submitted in unison, i.e., neither individually, separately or at different points in time.

3. Upon registration, contractors and users must choose a member name and a password from those still available. An email address, an internet address, or a company name or trademark will not be accepted as a member name unless said member is authorized to use such a trademark. UnderTool.com reserves the right to request proof of authorization regarding the use of a specific company name or trademark.

4. UnderTool.com reserves the right to exclude any and all persons from membership in the forum, either following a preliminary warning or, in the case of gross violations, without any prior warning, should violations with regard to any of the aforementioned or following provisions occur. UnderTool.com respects the privacy of all its members and therefore will never make requests for member passwords in any form and will only provide sensitive personal information such as passwords or other data to authorized agencies, and only if such information should be requested on the basis of applicable law.

Limitation of Liability

UnderTool.com is only obligated to make the forum available to users insofar as the verification of each user’s personal information, feedback, and payment morale allow. Temporary functional restrictions do not entitle users to make any claims to compensation for damages or to reduction, amendment, or refund of any fees or other expenditures. This also applies in the case of temporary restriction of server availability due to necessary maintenance work or in the case of an electricity or power failure, or any other causes for which UnderTool.com may or may not be responsible.

Fees

All site fees are to be paid by the contractor. The Schedule of Fees is accessible from the Start Page under the heading “Fees.” The fees will be made billable by electronic invoice, and said invoice is to be printed out or saved electronically for record keeping purposes by the respective contractor. If a user withdraws a work order during the active bidding phase of the offer, any listing/insertion fees that might accrue for possible options such as “bold lettering”, “color-highlighting”, and/or “top category” still remain billable. UnderTool.com does not assume any liability for possible expenditures on the part of parties participating in an auction. Our Customer Service Department must be informed of the premature cancellation of an auction by email, to info (at) undertool (dot) com. Tampering with an auction by any means is strictly prohibited.

Suspension, Cancellation, Withdrawal

UnderTool.com reserves the right to temporarily or permanently suspend a member in the case of any violation of legal regulations, of rights of third parties, of these general terms and conditions, or in case of a concrete suspicion of attempted illegal activities. An account will be permanently suspended in cases of repeated negative feedback, the use of incorrect or incomplete addresses, the prohibited transferring of a member account, or the misuse of any of our services. In addition, an account will be permanently suspended for misusing the "message box" function to request the direct conclusion of a contract, for advertising/spamming, or for prompting a member to establish contact with the explicit aim of avoiding a transaction via UnderTool.com. A member who has several member accounts can also be suspended based on the misuse of these other accounts. A member has the right to terminate his/her member account at any time, for any reason. This can be done easily by sending an email to info (at) undertool (dot) com. An account cannot be terminated however, if the account in question has any pending bids or contracts with another member of underTool.com that have not been fully completed.

Feedback

Members are obligated to verify any and all personal information received from another member upon conclusion of a contract. In order to aid in the evaluation of a members’ reliability, UnderTool.com has created a system in which members have the opportunity to rate other members and give detailed feedback. Feedback must be applicable to experiences and opinions gathered during the conclusion and execution of a contract garnered through UnderTool.com, any other feedback is prohibited. Providing false statements through the feedback system is grounds for an immediate and permanent termination of an account. Feedback given must be kept to a professional level, making unprofessional or personally derogatory comments can result in the temporary, or, in repeated cases, permanent suspension of a member account. Feedback that does not directly refer to the contractual transaction is prohibited. In cases of false or unprofessional feedback, members have the explicit right to initiate legal proceedings against the offending member in accordance with applicable civil law. UnderTool.com is not responsible for any feedback given and does not verify the veracity of statements made through the feedback system.

Prohibited Orders

Initiating parties and contractors are strictly prohibited from using UnderTool.com as a means for providing or accepting services that violate applicable laws, as well as prohibited from accepting or executing on contracts without being in possession of all required permits and/or certifications. Compliance with applicable criminal, civil, or other applicable legal provisions will not be verified by UnderTool.com. Contractual partners are personally obligated to verify that the execution of a contract is carried out in accordance with applicable laws and regulations. It is strictly prohibited to use UnderTool.com for advertising purposes, be they licit or illicit. In the case of contracts that provide for a minimum fee to be paid upon execution of services, contractors are personally responsible for ensuring that such contractual fees are remitted. UnderTool.com reserves the right to suspend or terminate member accounts should such payment agreements not be complied with. UnderTool.com explicitly indemnifies itself against any and all claims resulting from non-payment of contractual fees and is not obligated to verify or monitor the remittance of contractual fees as such.

Exchange of Information

Upon conclusion of a contract between two members, UnderTool.com will provide each member with the respective personal information necessary for initiating contact between contractual parties. UnderTool.com assumes no liability for incorrect or incomplete information, for spelling mistakes, or for work orders unintentionally posted twice or posted incorrectly. Sole liability with regard to the correctness of an offer and the exchange of information lies with the initiating member. The submitted offer amount represents the final payment price, including applicable sales tax, as governed by law. Members are prohibited from transferring or disseminating any contractual partner’s personal information, irrespective of motive or aim, except in cases where such transference has been specifically consented to, such consent must given in writing.

II. Conclusion of Contracts

Conclusion of a Contract through Online Auctions

Contracts are concluded by means of members posting work orders and other members placing respective bids on said orders. The bidder who has placed the lowest bid within the pre-defined bidding period wins the auction and becomes the contractual partner. In this fashion, legally binding contracts are concluded between members. UnderTool.com is in no way, shape, or form specifically involved in these contracts, and is never a contractual partner.

Option „Immediately Accept Order"

When posting work orders, members have the option of quoting a fixed price for completion of said orders, in turn giving contractors the opportunity to immediately accept said work order. This option is only available as long as no prior bids have been placed.

III. Liability

Exemption from Liability

1. All members indemnify UnderTool.com against any and all claims brought against UnderTool.com by other members or possible third parties due to contractual breaches or violations of applicable laws with regard to posted work orders, including but not limited to, their content, their presentation as well as any related feedback. However, in cases where legal claims are made against UnderTool.com with regard to the aforementioned work orders and/or their content, the initiating (posting) member assumes complete and total liability for any and all indemnities and punitive damages assessed against UnderTool.com, including but not limited to all incurred fees resulting from the hiring of legal counsel to protect against such claims.

2. With respect to members, UnderTool.com is only liable for damages in the case of malice or acts of gross negligence, whereby UnderTool.com can only be held liable for possible faults on the part of employees or share holders in the aforementioned cases. UnderTool.com cannot be held liable for the compensation of direct or indirect damages, especially not for lost profits and other expenditures, except in the aforementioned cases. Further, with respect to other business partners, UnderTool.com only assumes liability for typical damages foreseeable at the time of conclusion of a contract, insofar as provided for by applicable legal provisions. This is applicable irrespective of the member's current or prior legal status.

Court of Jurisdiction

As far as legally applicable, the exclusive court of jurisdiction is Bergisch-Gladbach.

Communication

Communication between UnderTool.com and its members is principally conducted in electronic form by method of email. Communication may be also conducted in writing using normal postal methods, however, in this case, members are required to update their postal as well as email address to reflect such a wish. As for UnderTool.com, the latest postal or email address provided is considered the valid address for all communications.

Legal Provisions

In addition to these terms and conditions, all relevant criminal and/or civil codes, laws, provisions, and regulations in their most current form are applicable.