General Terms and Conditions

The English version of these Terms & Conditions is provided for convenience only. In the event of any discrepancies or contradictions between the English and the German versions, the German version shall prevail and be legally binding.

Provider, Subject Matter, and Amendments to the General Terms and Conditions
1. These General Terms and Conditions (hereinafter referred to as "GTC") apply to the provision and use of the Cosuno platform as Software-as-a-Service (SaaS) (hereinafter and specified in Section 3 as the "Platform") by Cosuno Ventures GmbH, Boxhagener Straße 77-78, 10245 Berlin (hereinafter referred to as "Cosuno"). The services offered by Cosuno are exclusively aimed at entrepreneurs within the meaning of § 14 of the German Civil Code (hereinafter referred to as the "Customer", together with Cosuno as the "Parties").
2. Deviations from these GTC shall only be considered agreed upon if they have been explicitly confirmed in writing by Cosuno. In particular, the mere omission of an objection by Cosuno to the customer's general terms and conditions does not imply that they are considered agreed upon. This also applies if Cosuno, with knowledge of the customer's terms that are contrary to or deviate from these GTC, performs services unconditionally.
3. For important reasons, particularly in the event of changes in the legal situation, supreme court rulings, platform changes, or market conditions, Cosuno is entitled to amend these GTC. Cosuno will notify the customer of any such amendments. The amended GTC shall be deemed agreed upon if the customer does not object to the amendment within two (2) weeks of receiving the notification and if Cosuno has specifically informed the customer of this consequence when notifying them of the amendments. Changes to the service content agreed upon with the customer require the customer's explicit consent, irrespective of the above provisions.
Account Setup, Conclusion of the Platform Agreement, Ordering of Premium Services
1. The use of the platform requires the creation of a company account for the customer (“Account”). By setting up the account, the customer submits a binding offer to Cosuno to enter into a contract for the use of the free basic features of the platform (“Platform Agreement”). Therefore, the account setup may only be carried out by a natural person who is authorized to represent the customer or who is authorized by the customer to conclude the Platform Agreement and, as a result, to enter into contracts with Cosuno via the account (“Administrator”). It is not possible to set up an account without including these GTC.
2. Cosuno provides customers with platform features that go beyond the basic features (“Premium Features”) only after the conclusion of a separate contract (“Premium Contract”). A Premium Contract is concluded either (i) when a user enters the required contract and payment information for the account within the platform, selects and orders Premium Features, and Cosuno accepts the corresponding offer in text form or activates the Premium Features, or (ii) through the customer's order following an individual analog offer created by Cosuno for the customer.
3. Cosuno is entitled to refuse to enter into a contract with the customer without providing any reasons.
4. After the account setup, the Administrator can add additional users, including other Administrators.
5. The signatory and the Administrators act as the primary contacts for Cosuno—each with individual authorization to represent—for the binding handling of all matters related to the execution of the contract. The customer is entitled to designate other contacts in text form. In the event of absence due to vacation, illness, etc., substitute persons must be appointed. In the case of a change of the designated persons, the customer must inform Cosuno immediately in text form.
Purpose of the Contract and Scope of Services
1. The platform is a software solution for procurement and subcontractor management in the construction industry. Through the platform, customers can create, publish, and intelligently manage their own tenders or obtain information about third-party tenders and participate in tenders relevant to them (“Purpose of the Contract”).
2. Cosuno differentiates between various packages (NU-Free, NU-Premium, Bronze, Silver, Gold, etc.). The service packages vary in terms of the included features and/or the number of projects and users that can be newly activated via the platform within a billing period. The specifically agreed scope of services and features is determined by the order process or from the offer and/or the service package ordered by the customer.
3. Depending on the scope of services, Cosuno uses machine learning, large language models (“LLMs”), or other forms of artificial intelligence (“AI”). This allows Cosuno to offer customers added value, such as an intelligent price comparison. The AI results are validated by Cosuno through various downstream mechanisms. Despite striving for the highest accuracy and the validation mechanisms implemented by Cosuno, due to the current limitations of AI/LLM technology, it cannot be entirely ruled out that the results may occasionally be inaccurate, incomplete, or incorrect. Therefore, the customer should not rely entirely on these results. The customer remains solely responsible for the descriptions of their services or setting their prices, as well as for creating their offers or evaluating offers made to them.
Obligations and Duties of the Customer and Use of the Platform
1. The use of the platform requires that the customer and, if applicable, their users have the necessary technical means (computer, internet access). For optimal use of the platform, Cosuno recommends using the latest version of browsers such as Google Chrome, Mozilla Firefox, or Microsoft Edge, and allowing cookies in the settings of the browser being used. If these technical requirements are not met by the customer, there may be limitations in the usability of the platform. Cosuno is not responsible for such limitations.
2. The customer may use and allow access to the platform solely for the purpose of the contract (see Section 3.1). The customer is not entitled to allow third parties outside their organization to use the platform, to make it accessible to such third parties, or to use it in any other way outside the purpose of the contract. This does not affect the possibility of assigning user accounts. The customer agrees to take appropriate security measures to prevent unauthorized persons from accessing the platform. Such security measures include, in particular, the use of a secure password, as well as its regular change and confidentiality.
3. If third parties gain access to the customer's account using the password and the customer is at fault, the customer must be held accountable for the actions of the third party and is liable for them. However, the customer has the opportunity to prove that they have adequately protected the password from third-party access and that the actions on the platform were performed by a third party. If the customer has any indication that a third party is in possession of their password, they must immediately change their password and inform Cosuno.
4. The customer must ensure that the information provided during registration, especially regarding their entrepreneurial status and the company itself, as well as any provided evidence, is current and accurate. The customer is obliged to update the information and evidence they have provided immediately in the event of any changes to ensure that the information stored in the account reflects the actual circumstances.
5. The customer must ensure that the contact details provided are complete, accurate, and up-to-date to ensure the receipt of legally significant statements (e.g., in connection with the conclusion of a Premium Contract, a material change to the platform, or significant changes to these GTC).
6. The customer may only upload data, text, images, and other content to the platform that they are authorized to use and that do not violate applicable laws or the rights of third parties. Cosuno is entitled to block content uploaded by the customer if there is reasonable suspicion that such content is illegal, violates these GTC, or infringes the rights of third parties.
7. The customer is responsible for reviewing price comparisons and other clearly AI-based results before further use. Due to the current limitations of AI/LLM technology, these results may occasionally be inaccurate, incorrect, or incomplete. Therefore, the customer should not use these results without verification for setting their prices, creating their offers, or evaluating offers submitted to them.
8. The customer indemnifies Cosuno against all third-party claims, in particular claims related to copyright, competition, trademark, and data protection law violations, that may be brought against Cosuno in connection with the customer's use of the platform. This indemnification also includes the reimbursement of reasonable costs incurred or that may be incurred by Cosuno due to legal proceedings or defense.
9. The customer ensures that Premium Contracts within the account are only concluded by authorized representatives or appropriately authorized users.
10. The customer will inform the users they employ about the customer's obligations under these GTC and will take appropriate measures to ensure that these obligations are complied with by the users.
Special Services from Cosuno
1. If agreed upon between the parties, Cosuno will provide, in addition to the platform, individual special services to the customer for a separate fee (hereinafter referred to as "Special Services"). Special Services may include individual development or support services, such as assistance with setup or customization of the software to meet the customer's specific needs and preferences, as well as the provision of standardized additional features or services.
2. The customer is obliged to promptly perform all necessary actions required for the Special Services (e.g., providing technical information about the customer's IT systems).
3. Insofar as the Special Services include the customization of the platform through the use of the customer's logo and/or name (branding), the customer is responsible for the lawful use of the logo and/or name. The customer grants Cosuno a non-transferable, non-exclusive right, limited to the duration of the contract, to use the logo and/or name for the purpose of customization.
4. In addition, the provisions regarding usage rights in Section 13 apply to Special Services. If Special Services could significantly impair the usability of the platform or lead to security vulnerabilities, Cosuno is entitled to temporarily suspend the provision of these services, taking into account the customer's interests. In such cases, the parties will mutually agree on the further course of action.
5. If, as part of the further development of the platform, Cosuno implements features that replicate the essential functionality of an individual Special Service—particularly an individual development service—Cosuno is entitled to discontinue the provision of the Special Services, taking the customer's interests into appropriate consideration. Cosuno will inform the customer of such changes in advance.
Publication of Tenders/Projectssome text
1. Tenders/projects posted on the platform are generally publicly available and can be viewed by anyone, including individuals who are not registered platform users.
2. The customer has the option to restrict access to tenders/projects that should not be publicly available through the platform.
3. Construction material suppliers and other third parties can view which materials are required for non-publicly available tenders/projects and contact the project participants regarding this. However, further details about non-public projects cannot be accessed by third parties.
Conclusion of Contracts via the Platformsome text
1. The customer has the opportunity to conclude contracts via the platform with other companies in the construction industry (e.g., architects, general contractors, main contractors, and subcontractors) for collaboration on construction projects (hereinafter referred to as the "Subcontractor Contract"). The parties to the Subcontractor Contract are exclusively the customer and the respective architect, general contractor, main contractor, or subcontractor, etc.; Cosuno is not a party to the Subcontractor Contract. The content of the Subcontractor Contract is determined solely by the agreements between the customer and the respective architect, general contractor, main contractor, subcontractor, etc. It is the sole responsibility of the customer and the respective contracting party to comply with legal requirements in the awarding and pricing of Subcontractor Contracts.
2. The fulfillment of contractual obligations under the Subcontractor Contract is the sole responsibility of the parties involved in the Subcontractor Contract. Cosuno is not responsible for fulfilling the obligations of any party under the Subcontractor Contract, nor does Cosuno provide any warranty, guarantee, or assume any liability regarding the Subcontractor Contract.
Availability
1. For customers who only use the free basic features of the platform, Cosuno does not owe any specific availability of the platform.
2. For customers using paid Premium Features, Cosuno guarantees an overall availability of services at the transfer point of 99% on average per contractual year during service hours. The transfer point is the respective router exit through which the platform is connected to the internet.
3. The customer is obligated to promptly inform Cosuno of any disruptions or impairments of services by submitting a complete error report. The error report must include, at a minimum, a detailed description of the error, information on the time and duration of the error, as well as details about the device and web browser used. Error reports should be sent via email to [support@cosuno.de]. The receipt of disruption reports and the resolution of disruptions will take place Monday to Friday between 9:00 AM and 6:00 PM CET (excluding public holidays in Berlin as well as December 24 and 31 of each year) (hereinafter referred to as "Service Hours").
4. When calculating availability, downtime is not taken into account in the following cases: (i) when services are unavailable due to technical or other circumstances beyond Cosuno's control (force majeure, third-party fault, errors in the customer's IT systems, etc.), (ii) due to the customer's breach of obligations, particularly the delayed or incomplete submission of an error report, (iii) during scheduled maintenance of the platform. "Scheduled maintenance" refers to maintenance that is announced at least 24 hours in advance and does not exceed three (3) hours per month.
Operation and Changes to the Platform
1. Cosuno strives to ensure that the platform always complies with the state of the art. Cosuno is entitled to regularly carry out and/or introduce updates, new versions, or upgrades to the platform (hereinafter collectively referred to as "Updates") to adapt the platform to new technical or business requirements, implement new features, or make changes to existing functionalities of the platform.
2. If and to the extent that an update significantly restricts the customer's use of the platform for the contractual purpose (such an update hereinafter referred to as a "Material Change"), Cosuno will inform the customer in text form about the introduction of the Material Change at least four (4) weeks before it takes effect (hereinafter referred to as the "Change Notification"). If the customer does not object to the Material Change within two (2) weeks from receipt of the Change Notification (hereinafter referred to as the "Objection Notification"), the Material Change becomes part of the contract concluded with the customer. With each Change Notification, Cosuno will inform the customer of their rights under this Section 8.2, specifically (i) the right to object, (ii) the timeframe provided for this, and (iii) the legal consequences of not submitting a timely objection to the Material Change.
3. If the customer objects to the Material Change, Cosuno will continue to provide the platform to the customer without the Material Change, as long as this is not technically or organizationally impossible or unreasonable for Cosuno. In such a case, the customer has the right to terminate the contract extraordinarily for good cause within a four-week period (hereinafter referred to as the "Exercise Period"). If the customer does not exercise their right to terminate, the Material Change will become part of the contract. The Exercise Period begins once Cosuno informs the customer in text form about (i) the impossibility of continuing the contract without the Material Change, (ii) the special termination right, and (iii) the legal consequences of the expiration of the Exercise Period.
Compensation, Payment Terms, and Price Adjustment
1. The use of the basic features of the platform is free of charge.
2. Depending on the service package ordered, the customer may activate a certain number of new projects and create users within a billing period without additional compensation. The customer is always entitled to activate (additional) projects or create users and is responsible for ensuring that only authorized users perform these actions. If the customer exceeds the agreed number of projects or users with the activation of a project or the invitation of new users, the parties agree to negotiate a contract adjustment, which will typically involve the customer purchasing the next higher service package. Cosuno reserves the right to block projects or users that exceed the agreed number until the parties have reached an effective agreement on the contract adjustment. If such an agreement is not reached within a reasonable time, Cosuno is entitled to permanently delete the excess projects or users.
3. Any discounts granted apply exclusively to the first billing period, regardless of any possible extension of the contract term under Section 18.2.
4. The compensation for Special Services is determined by the offer or any other individual agreement between the parties, see Section 5.1.
5. Unless explicitly agreed otherwise, any service extensions in the form of standardized special services as per Section 5.5 or license extensions as per Section 10.2 will apply to all subsequent billing periods and will be charged to the customer according to the prices in effect at that time.
6. For the use of Premium Features, the prices and payment methods stated in the order process or the offer are decisive. Unless otherwise agreed, invoices are due for payment within 10 days from the invoice date without any discount deduction.
7. All fees and prices quoted by Cosuno are net prices, to which statutory value-added tax (VAT) is added. Compensation is to be paid monthly in advance, unless otherwise agreed.
8. Cosuno is entitled to adjust the agreed compensation to a reasonable extent for future billing periods in the event of contract extensions under Section 19.2. Cosuno will notify the customer of these price adjustments and the effective date of the price adjustment in writing at least four (4) weeks before they take effect. If the price increase exceeds 7% of the previous price, the customer may object to the increase within two (2) weeks of receiving the written notice. If the customer objects to the change as specified in this Section 10.7 in due form and on time, the contract will continue under the previous terms. In this case, Cosuno reserves the right to terminate the contract extraordinarily with one month's notice, effective at the end of the month.
Warranty for Material and Legal Defects
1. Cosuno warrants that the platform is free from material and legal defects (hereinafter referred to as "defects") that significantly impair the suitability of the platform for the contractual purpose. Insignificant impairments do not constitute a defect.
2. The customer is obligated to notify Cosuno immediately of any defects that occur. Cosuno will rectify any properly reported defects in the platform within a reasonable time frame.
Liability of Cosuno
1. Cosuno is liable exclusively in accordance with the provisions of these General Terms and Conditions (GTC).
2. Cosuno is liable without limitation for intent and gross negligence, as well as for culpable injury to life, body, or health.
3. Without prejudice to the cases of unlimited liability under Section 12.1, Cosuno is liable for simple negligence only in the event of a breach of a material contractual obligation (cardinal obligation). In such cases, liability is limited to the typical, foreseeable damage at the time of contract conclusion. Cardinal obligations are those contractual duties whose fulfillment is essential for the proper execution of the contract and on which the contractual partner regularly relies or is entitled to rely.
4. The strict liability under §536a(1) of the German Civil Code (BGB) for software defects existing at the time of contract conclusion is excluded.
5. The aforementioned limitations of liability do not apply to liability under the Product Liability Act, nor to warranties that have been explicitly assumed in writing.
6. Any (partial) contributory negligence on the part of the customer will be taken into account. In particular, Cosuno is only liable for the recovery of data to the extent that such recovery is necessary despite the customer having taken all necessary and reasonable data backup measures to ensure that the data can be reconstructed with reasonable effort from machine-readable material kept available.
7. To the extent that Cosuno's liability for damages is excluded or limited under the above provisions, this also applies to the personal liability of its corporate bodies, employees, other staff, representatives, and vicarious agents. This limitation also applies to statutory liability arising from tort (including any recourse claims) but does not apply to claims under the Product Liability Act.
Cybersecurity, Blocking
1. Cosuno is entitled to take reasonable defensive measures against unauthorized access as outlined in Section 4.2 and/or threats from cyberattacks or other threats, such as those affecting the right to informational self-determination (privacy), property, and other legal interests of the customer, third parties, or Cosuno itself. Depending on the severity of the threat and/or the significance of the threatened legal interests, measures may be necessary that temporarily restrict the accessibility and/or functionality of the platform or result in a complete blocking of the platform or the customer's account.
2. In this context, and to restore the full accessibility and functionality of the platform, Cosuno may implement updates, particularly security updates. To restore the (complete) accessibility and functionality of the platform, the customer's cooperation may be required, such as changing the password for their account.
Non-Contractual Use, Damages
1. For each case in which a contractual service is unlawfully used within the customer's area of responsibility, the customer must pay damages in the amount of the compensation that would have been incurred for the lawful use of the service based on the applicable minimum contract duration. The customer retains the right to prove that they are not responsible for the unauthorized use or that no damage or significantly less damage has occurred.
2. Cosuno reserves the right to claim further damages.
Statute of Limitations
1. Claims by the customer based on a breach of a duty not related to a defect shall become time-barred after one year from the time the claim arises, unless intent or gross negligence is involved. This does not apply if the damage in question involves personal injury. Claims for personal injury are subject to the statutory limitation period.
2. Withdrawal or reduction is ineffective if the customer's claim for performance or right to subsequent fulfillment has become time-barred.
Usage Rights
1. Cosuno grants the customer a non-transferable, non-exclusive, non-sublicensable right, limited to the duration of the contract, to use the platform via the internet for the agreed contractual purpose. The customer receives no further rights. In particular, the customer is not entitled to allow third parties to use the platform or Cosuno’s data, make it accessible to third parties, or use it in any other way outside the scope of the contractual purpose.
Set-off, Retention, Reduction
1. The customer has the right to offset, reduce, and/or retain payments against Cosuno only if their respective counterclaim has been legally established by a final court decision, is undisputed, or has been acknowledged by Cosuno.
2. The customer may also only exercise a right of retention if the counterclaim is based on the same contractual relationship.
3. The customer's right to reclaim payments that were not actually owed remains unaffected by the limitation in Section 15.1.
Term, Termination
1. The platform agreement is concluded for an indefinite period and may be terminated by either party with seven days' notice. If a Premium Contract exists between the parties at the time of termination, the ordinary termination of the platform agreement will only take effect at the end of the Premium Contract.
2. The term and the ability to terminate the contract are governed by the provisions of the offer or agreement. If the offer does not specify the term or termination conditions, the contract term is one (1) year and will automatically renew for an additional one (1) year unless either party terminates the contract in writing with at least three (3) months' notice before the end of the current term.
3. The right of both parties to terminate the platform contract and the premium contract for cause remains unaffected. A compelling reason for termination, particularly for the respective other party, exists if:
4. - one of the parties significantly breaches its contractual obligations, making it unreasonable for the other party to continue adhering to the contract;
5. - the customer is more than two (2) months in arrears with the payment of due fees or other compensation, even after the expiration of a reasonable remedy period set by Cosuno.
6. - insolvency proceedings are filed, opened, or rejected for lack of assets over all or part of a party's assets;
7. - one of the parties is subject to grounds for insolvency as defined in §§ 17–19 of the German Insolvency Code (InsO);
8. the financial situation of one party deteriorates to such an extent that proper performance of the contract can no longer be expected, even if no grounds for insolvency as defined in §§ 17–19 InsO are present.
9. Terminations must be made in text form. The customer can terminate the contract via the platform or by sending an email to support@cosuno.de.
10. Cosuno points out to the customer that they are responsible for timely securing their data before the termination of the contract. In this regard, Cosuno will provide reasonable cooperation. Due to technical reasons, Cosuno generally cannot guarantee the customer's access to their data after the contract has ended. During the contract term, Cosuno will not delete any data uploaded by the customer to the platform, unless legally required to do so (e.g., due to legal violations related to the data provided by the customer).
Confidentiality
1. The parties agree to keep all confidential information they have become or will become aware of during the course of the contractual relationship strictly confidential for an unlimited period of time. They will not disclose or use such information in any other way, unless it is necessary to achieve the contractual purpose or for the provision and further development of the platform. Confidential information includes all information and documents of the respective other party that are marked as confidential or are to be considered confidential based on the circumstances, particularly information about business operations, business relationships, other trade and business secrets, know-how, all work results, and Cosuno’s business model.
2. Confidential information is exempt from this obligation if:
3. - the information was demonstrably already known to the other party at the time of contract initiation or became known afterward through a third party, without violating any confidentiality agreements, legal provisions, or official orders;
4. - the information was publicly known, provided this did not result from a breach of this contract;
5. - the information must be disclosed due to legal obligations or by order of a court or authority. To the extent permitted and possible, the party required to disclose the information will inform the other party in advance and provide them with the opportunity to contest the disclosure.
6. Any disclosure of confidential information to third parties requires the express consent of the respective other party in text form, unless explicitly agreed otherwise.
7. The parties will ensure through appropriate contractual agreements that their employees and contractors also refrain from any personal use or disclosure of confidential information for an unlimited period of time. The parties will only disclose confidential information to employees and contractors to the extent necessary for the performance of this contract.
8. The customer agrees that Cosuno may analyze the customer's offer contents, particularly prices, price components, and listed materials, using AI technology and process them to provide AI-supported services and to further develop the platform, including the LLM technology and other AI models used. Furthermore, the customer agrees that Cosuno may make information from tenders/project contents related to listed materials available for the purpose of contacting construction material suppliers and other third parties.
9. The customer agrees that Cosuno may publicize the collaboration between the parties for advertising purposes, such as in press releases, mentions on the website, or on social media profiles. The customer permits Cosuno to use the customer's company logo in this context.
10. The customer may withdraw their consent under Sections 19.5 and 19.6 at any time by notifying Cosuno in text form with effect for the future. This must be sent to support@cosuno.de. A withdrawal specifically regarding Section 19.5 will result in limitations on features of the platform that are supported by AI.
Data Protection, Data Usage
1. Cosuno handles the customer's personal data in accordance with data protection standards and regulations.
2. For the provision of the platform, Cosuno processes personal data within the meaning of Art. 4 No. 1 of the General Data Protection Regulation (GDPR) as a processor on behalf of the customer as the data controller. The parties' obligations regarding the processing of personal data are outlined in the Data Processing Agreement (DPA) in accordance with Art. 28 GDPR, which can be accessed at https://www.cosuno.com/de/datenschutz. The parties confirm that they have read, understood, and accepted the DPA and that the DPA, in its then-current version, becomes binding between the parties upon conclusion of the platform contract without further declaration. In the event of any conflicts between the DPA and these Terms and Conditions or any other contractual agreement between the parties in this context, the provisions of the DPA shall take precedence.
3. In connection with certain processing activities (particularly related to cyber-security, fraud prevention, compliance checks, and product improvement), Cosuno may process relevant personal data as the data controller.
4. Cosuno is entitled to make data input by the customer accessible to other customers within the platform, provided that it does not involve personal data and does not affect the customer's trade secrets.
5. Cosuno is entitled to use data input by the customer related to their contractual relationships with main contractors in anonymized or aggregated form. Cosuno will do this particularly to improve existing features of the platform or to provide new features.
Blocking of Content and Complaint Management
1. Cosuno reserves the right to remove or block content generated by the customer or stored on the platform if it violates these Terms and Conditions, infringes on third-party rights, or is unlawful.
2. The customer can report such violations via email to support@cosuno.de.
Final Provisions
1. If individual provisions of these Terms and Conditions are or become wholly or partially ineffective or unenforceable, or if there is a necessary regulation missing, this does not affect the validity of the remaining provisions. The parties agree to replace the ineffective or unenforceable provision or fill the regulatory gap with an effective provision that, as far as possible, reflects what the parties would have intended or agreed upon according to the meaning and purpose of the agreement if they had considered the ineffectiveness or unenforceability of the relevant provision or the regulatory gap.
2. The contractual relationship between the parties is governed exclusively by the laws of the Federal Republic of Germany, with the express exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
3. The exclusive place of jurisdiction for all claims arising from the business relationship with merchants and legal entities under public law is Berlin.

As of September 2024