The offer "Futures Canvas", which is presented and can also be accessed under the domain www.futurescanvas.com, is a digital platform by means of which customers such as entrepreneurs and companies, foundations and public institutions (hereinafter uniformly referred to as "customers") have the opportunity to conduct online future design competitions with the participation of a large number of participating stakeholders (hereinafter referred to as "participants").
To this end, Futures Canvas offers customers the opportunity to launch a website for holding a competition, either in the form of a subpage on the Futures Canvas website or, by individual agreement, in the form of the customer's own website (a "competition page"), to hold their own competitions of various configurations via such a competition page and to receive summaries of the opinions, ideas and evaluations of the participants. In addition, customers on Futures Canvas have the opportunity to make use of a mediation service for the participation of experts in the competitions organized by the customers.
The provider and operator of Futures Canvas is STATE Experience Science GmbH, Schönstedtstr. 7, 12043 Berlin (hereinafter referred to as "STATE" or "we" or "us").
These General Terms and Conditions (hereinafter referred to as "GTC") apply to this offer and the business relationships and legal relationships that exist between us and the customer in this regard.
1 Validity of these GTC
1.1 We provide services exclusively on the basis of these GTC in conjunction with the STATE offer on which the customer's booking is based. If the customer does not expressly declare his/her consent to the validity of these GTC, he/she declares this when booking a product or service (hereinafter uniformly referred to as "product(s)") offered to customers via Futures Canvas, but at the latest when registering for the use of a product.
If provisions are made in a product offer on Futures Canvas that contradict provisions in these GTC, the provisions in the offer shall take precedence in case of doubt. Other agreements that deviate from the provisions of these GTC must be recorded in writing.
1.2 These GTC apply to the entire business relationship between us and customers, insofar as these act as entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), i.e. in the exercise of their commercial or independent professional activity, or as legal entities under public law, and the subject of this business relationship is the range of services offered by STATE as described at the beginning.
These GTC shall also apply in their current version to future contractual relationships between the customer and us, even if we do not expressly refer to them again and the GTC are not expressly included again in the contractual relationship in question.
1.3 Conflicting or deviating general terms and conditions of a customer shall only be included in a contract between us and the customer if this has been expressly confirmed by us in writing. If the customer's general terms and conditions are effectively included in this way, the continued validity of these GTC shall remain unaffected. Insofar as provisions of effectively incorporated general terms and conditions of the customer contradict provisions of these GTC, the provisions of these GTC shall apply in case of doubt.
In all other respects, the Customer's general terms and conditions of business shall not be binding on us, even if we do not expressly object to their validity or the Customer declares that it only wishes to execute a contract subject to the inclusion of its general terms and conditions of business.
2 Conclusion of contract for the purchase of products
2.1 The booking of our products and the related payment processing is carried out via the e-commerce platform Shopify, an offer of Shopify International Limited (Victoria Buildings, 2nd floor, 1-2 Haddington Road, Dublin 4, D04 XN32, Ireland).
The booking can be initiated either via the website of the Futures Canvas Shopify store or by clicking on a "Buy" button integrated on the Futures Canvas website in relation to a specific product offered there. When using a "Buy" button integrated on the Futures Canvas website, a pop-up window opens, via which the connection to the Shopify platform can be established and the booking and the corresponding payment can be initiated (the so-called "checkout"). If a booking is made via the website of Futures Canvas' Shopify store, the checkout process is carried out via the website of Futures Canvas' Shopify store.
By completing the checkout process, the customer makes a binding booking for the product in question by bindingly accepting STATE' offer to conclude a contract for the purchase of the product. The customer completes the checkout process by clicking the "Express Checkout" button, if available, or the button labeled "Pay now" or "Pay now" or similar to initiate payment via the selected payment provider.
2.2 The customer shall receive confirmation of receipt of their booking by email to the email address provided during the booking process, either as a separate, generally automated confirmation of receipt message or in conjunction with the initial information and/or queries for the purpose of completing the booking in question.
3 Products, service content
3.1 STATE offers two different types of products on Futures Canvas:
a. "Licenses to run a competition" comprise the entitlement of the relevant customer to operate a competition page provided by STATE on Futures Canvas and to run and evaluate a competition by means of this in accordance with the relevant provisions of these GTC (see in particular under section 3.2 below).
b. The "Expert Placement" includes the placement of an expert (hereinafter uniformly referred to as "expert" or "experts" for ease of reading, whereby this always refers to all genders) to participate in a competition of the customer in accordance with the relevant provisions of these GTC (see in particular section 3.3 below).
The specific characteristics of the individual products of these types are based on the information provided in the respective product offers at the time of booking and otherwise in accordance with the relevant provisions of these GTC.
3.2 A license to run a competition entitles the customer to operate a Futures Canvas competition site for the purpose of running and evaluating a competition. Unless otherwise specified when booking such a license, the corresponding products have the following features and content:
- A basic distinction is made between two competition phases: (1.) the interactive survey/survey phase ("1st phase") and (2.) the ideas competition phase ("2nd phase"). Unless otherwise specified, customers can choose between licenses for the implementation of a complete competition comprising both Phase 1 and Phase 2 and licenses for the implementation of Phase 1 only.
- After booking a license, a competition page will be created and set up as a sub-website on Futures Canvas within one working day for the purpose of conducting the corresponding competition and made accessible to the customer by transmitting the access data. If it is agreed in individual cases that the provision of the competition site is to take place by setting up the customer's own website, the agreements made in each case shall apply in deviation from this with regard to the deadlines and dates for the creation, setup and provision of the corresponding website.
In principle, the customer has the possibility to determine the form of accessibility of the competition page for the participants from a selection of options offered in this respect (in particular password-protected access or open access via direct link without listing on Futures Canvas; open access including listing on Futures Canvas requires a special agreement in individual cases) and to adapt the content of the competition page within the scope of the options offered in this respect (in particular adaptation/individualization of texts, addition of links and posting of images and a video to introduce or describe and explain the competition). Furthermore, during the term of the license, the customer may independently place the competition page both online and offline.
- For customers who have purchased a license to run a competition, STATE offers, without any further remuneration, a video consultation for support in setting up and running the competition site and the competition to the extent specified in the respective offer of the license at the time of booking.
- Unless otherwise specified at the time of booking or otherwise expressly agreed, a license has a term of one month (see also section 7 of these GTC for details of terms) and has an "interaction volume" of up to 100 entries/submissions and 500 ratings[a] by participants per phase.
- Customers can define the criteria according to which participants can rate other participants' entries as part of the competition and edit the entries (not ratings) of participants in their competition and control their publication on the competition page.
- All entries from participants in Phase 1 will be automatically categorized using OpenAI's artificial intelligence ("AI"). Furthermore, customers receive textual and visual summaries of all entries from participants in Phase 1 generated by the AI. The results of this evaluation of participant entries by the AI are automatically made available on the competition page and can be edited by the customer. Furthermore, customers will receive a final report/summary of the competition or the relevant participant contributions, which contains all submitted and published contributions to the competition, including their ratings and, if these have been specified, the names of the participants, and which will be automatically sent to the customer by e-mail after the end of the competition upon request by the customer, but at the latest upon expiry of the relevant license.
3.3 Based on the booking of an expert placement, an expert shall be placed with the customer for participation in phase 1 of the customer's competition. Unless otherwise specified at the time of booking, the content of such an expert placement is as follows:
- The customer is given the opportunity (usually within 24 hours of the corresponding booking) to determine the desired expertise of the expert(s) by means of a query form sent to him by STATE for this purpose. Within one week of submitting this information, the customer will then receive a compilation of the profiles of suitable experts based on this information, from which the customer can finally select the expert(s) who will then take part in phase 1 of the customer's competition in accordance with the following conditions.
- The experts referred to the customer on the basis of a corresponding booking shall participate in phase 1 of the customer's relevant competition within one week of their referral to the extent of ten (10) contributions and 30 evaluations of contributions by other participants.
3.4 The manner in which we provide the services owed is determined by our respective offer, which was accepted by the customer with his respective booking, and otherwise by the relevant provisions of these GTC.
3.5 Unless expressly agreed otherwise in writing, we do not owe any specific, in particular no specific economic success on the part of the customer as a result of the provision of services by STATE or, in particular, as a result of the use by the customer of the contributions, data, summaries and visualizations provided or made accessible by us in the course of and as a result of the provision of services.
3.6 STATE is not responsible for supplying or making available the relevant (source) code or documentation for the creation, installation and accessibility of the competition site on the basis of a corresponding license.
3.7 With regard to the placement of experts, we only owe the dutiful (pre-)selection of the expert(s) who appear to be suitable on the basis of the information provided by the customer about their desired expertise and the profiles of the experts made available to us, and the placement of the expert(s) selected by the customer on the basis of this pre-selection as participants in the relevant competition of the customer.
3.8 We are entitled to use third-party companies and service providers to fulfill the performance obligations incumbent upon us on the basis of a booking. In particular, we use the services of our cooperation partner Futures2All GmbH, operator of "FuturesSpace", a global community of futurologists, for the purpose of expert placement and use the API of Open AI to sort, classify and generate the summaries of the participants' contributions and the visualizations of such summaries by AI.
3.9 If the customer does not provide us with the information, data or content required for the execution of a booking as agreed, or if the customer does not perform other agreed acts of cooperation and/or acts of cooperation legitimately requested by us, STATE shall not be liable for any damages or other disadvantages resulting from a delay in the execution of the booking caused by this. Such a delay entitles us to discontinue further execution of the booking in question or to withdraw from the contract in whole or in part or to terminate the contract in this respect after the fruitless expiry of a reasonable grace period set for the customer to carry out the relevant act of cooperation in accordance with the agreement. STATE' claim to remuneration for such services that we may have already provided as agreed up to that point remains unaffected by this.
3.10 In the event of force majeure or other unforeseeable events whose effects on the fulfillment of the contract are beyond our control (e.g. strike, power failure, unrest or official requirements and measures for which we are not responsible, general disruptions to telecommunications and data networks, failure of third-party services required for the execution of the order for which we are not responsible), we shall be released from the obligation to perform for the duration of the resulting hindrance plus a reasonable start-up period after its cessation. Should adherence to the contract in these cases represent an unreasonable hardship for us, we shall be entitled to withdraw from the contract.
4.2 Customers are obliged to keep their access data secret, in particular not to pass it on to unauthorized third parties or disclose it to them, and to keep it protected from access and knowledge by unauthorized third parties.
If unauthorized third parties have gained knowledge of the access data or if the customer has lost his access data, we must be informed of this immediately. Furthermore, we are entitled to block a customer's access data immediately as soon as there is reasonable suspicion that it is being used by unauthorized third parties; in such a case, we will inform the customer concerned and, unless the suspicion proves to be false and the customer has not knowingly contributed to the unauthorized use of his access data, we will assign him new access data.
4.3 Customers are responsible for the use of their competition site by them and, to the extent that they are permitted to do so on the basis of a license to run a competition, for the content of their competition site.
In particular, the respective customer is solely responsible for ensuring that the agreed use and public accessibility of the information, data and content that it transmits to STATE for this purpose on the competition page
a. does not violate any legally protected interests and rights of third parties, in particular contractual rights, personal rights, copyrights, ancillary copyrights or industrial property rights
b. is not unlawful for any other reason, in particular due to a breach of relevant data protection regulations, regulations against unfair competition or criminal law provisions,
regardless of whether such use is made by STATE, the customer or third parties commissioned by the customer.
The customer guarantees us, regardless of fault, that the aforementioned rights and regulations will be observed and maintained. Should claims be made against us either as a result of the agreed use of such data, information and content by us and/or as a result of their use by the customer, including any third parties commissioned by him, due to the infringement of such rights and regulations or the incorrectness or incompleteness of information and data provided by the customer or posted on his competition site, the customer is obliged to indemnify us against any liability in this respect and to reimburse us for all resulting damages and necessary costs, including any necessary legal fees.
4.4 If the customer has intentionally enabled the persons involved to use the access to its competition site made available to it as the organizer of the competition, the customer shall be responsible to us for the actions taken on and via the customer's competition site using this access.
4.5 The customer shall be responsible for backing up such information, data and content that it posts on its competition site. The customer must prevent the risk of data loss as a result of system failures or interventions by regularly backing up his own data. Unless expressly agreed otherwise in individual cases, STATE is not obliged to retain or store information, data and content posted by the customer on his or one of his competition sites for longer than one month after expiry of the relevant license.
5 Authorization and responsibility of the Customer in relation to the use and evaluation of competition entries
5.1 Customers shall be entitled to use and evaluate the Participants' entries to their competitions in connection with the respective competition, in particular in the form of their analysis, evaluation and for the preparation of reports, and also to reproduce, publish, publicly reproduce and commercially evaluate them in this form and for these purposes.
5.2 For any use of the participants' contributions beyond their reproduction on the competition page and as part of the automatically generated final report for a competition, they will be anonymized insofar as they contain the name(s) of the participant(s) and/or their e-mail address(es).
5.3 The respective Customer shall be responsible for the legality of any further use of the Participants' contributions and the protection of any indispensable rights of the Participants, in particular copyright and personal rights, in connection with the use of their contributions by the Customers.
6 Remuneration and payment modalities
6.1 Unless otherwise stated at the time of booking in relation to the product in question, all prices include the statutory VAT applicable on the date of invoicing.
6.2 The remuneration due to STATE is generally due for payment in advance, notwithstanding any deviating agreements in individual cases, and is only payable using the payment methods offered to the customer in the course of the respective booking process.
6.3 The customer shall be in default if and to the extent that a remuneration amount owed and invoiced is not credited to the account of STATE notified to the customer within two (2) weeks of proper invoicing.
If the customer is in arrears with a payment for more than five (5) working days, we are entitled to suspend any further execution of the booking in question and to withhold all services until all of the customer's liabilities due to STATE, including any damages and interest incurred as a result of the delay, have been settled in full. Any additional or further rights to which we may be entitled in such a case remain unaffected by this.
6.4 The customer may only offset claims of STATE against his own claims if his claims are undisputed or have been legally established. This shall only not apply if the customer's claims are payment claims to which he is entitled within the framework of the same booking on the basis of which we assert claims against him as a result of a defect in the services provided by us for which we are responsible.
7 Duration and termination of licenses to hold a competition
7.1 Unless otherwise stated in the relevant booking, customers can choose between a fixed term and an indefinite term for a license to run a competition, whereby the smallest term unit is always one month:
- Licenses with a fixed term include a term of a certain number of months, which is selected by the customer at the time of booking and bindingly agreed upon completion of the booking.
- Licenses with an indefinite term ("subscription licenses") have a fixed minimum term of one month and are always extended by a further month (in each case "the extension period"), unless they are terminated with a notice period of two (2) weeks to the end of the minimum term or an extension period.
7.2 The terms of the licenses are always calculated in accordance with §§ 187 para. 1, 188 para. 2 and 3 BGB, whereby a license begins on the day on which the relevant competition site was set up and made accessible to the customer by transmitting the access data. I.e.:
- A license with a fixed term ends at the end of that day of the last booked month of the fixed term which corresponds by its number to the day on which the license began, i.e. the relevant competition site was set up and made accessible to the customer by transmitting the access data; example: based on a license booked with a fixed term of three months, the relevant competition site is set up for the customer on 19 February and made accessible to the customer; the license therefore ends at the end of the 19th of the third month following the month in which it began, i.e. on 19 May of the same year.
- the one-month minimum term and the respective one-month renewal periods of a subscription license end at the end of the day which corresponds by its number to the day on which the license began, i.e. the relevant competition site was set up and made accessible to the customer by transmitting the access data, so that a termination with effect from the end of the minimum term or the current renewal period must take place up to two weeks before the end of the minimum term or the current renewal period; example: due to a subscription license, the relevant competition site is set up for the customer on 19 February and made accessible to him; the license ends on 19 May of the same year. The minimum term of this license thus ends on March 19 of the same year, the one-month extension periods expire on the 19th of the following months; a termination of the license with effect from the end of the minimum term would thus have to be made by the end of March 5 of the same year, a termination with effect from the end of the current extension period by the end of the 5th of the month on the 19th of which the extension period ends.
7.4 Notices of termination must always be given at least in text form.
7.5 The time of receipt by the other party shall be decisive for the timeliness of a termination. E-mails that are delivered on weekdays by 6 p.m. to an e-mail address that was last communicated to the sending party by the addressed party for the purpose of executing the contract shall be deemed to have been received on the same day, and e-mails that are delivered on weekdays after 6 p.m. to such an e-mail address shall be deemed to have been received on the following day. E-mails delivered on Sundays or public holidays or deemed to have been received on a Sunday or public holiday in accordance with the above provision shall be deemed to have been received on the next working day.
7.6 When a license expires, the relevant competition page is taken offline, i.e. it is no longer accessible to third parties from that point in time and no more interactions can take place via it, in particular no more entries or other submissions can be made by participants. However, the respective customer can still access the competition page and the data and content stored and posted there up to one month after the expiry of the license using the access data provided for this purpose.
8.1 Only the characteristics of the relevant services and products specified in the respective STATE offer and, insofar as no special provisions are made in this respect, the provisions of these GTC, which contain provisions regarding the type, content and quality of the service provision by us, are decisive for the freedom from defects of our services.
8.2 The Customer is advised that, according to the current state of the art, it is not possible to create, operate and use software that runs error-free in every combination of applications and under any technical and external conditions and that is always immune to interference and/or damage by third parties, in particular through targeted attacks by so-called "malware".
The customer further acknowledges that a temporally and technically unrestricted availability of Futures Canvas and the products and services offered within its framework, insofar as these are provided or utilized using Internet technology and infrastructure, including the customer's competitive site(s), is technically and factually not feasible and therefore cannot be guaranteed. In particular, the degree of availability and functionality of the Internet as well as the Internet access of customers and participants is beyond our control. To this extent, this also includes the functionality and effectiveness of other third-party technologies that we may use to provide services.
Accordingly, we take reasonable, state-of-the-art measures that are proportionate to the effort required to provide Futures Canvas and the products, services and functions offered there or within its framework as comprehensively as possible. Against this background and in accordance with this provision, we can nevertheless not guarantee that Futures Canvas and our related products and services will be available and can be used at all times and / or without interruption.
Customers will be informed in an appropriate manner about unforeseen system failures that last for a considerable period of time. Where possible and reasonable, maintenance work will be carried out outside normal business hours. If this is not possible and if the nature and / or scope of such maintenance work exceeds a reasonable level, we shall inform the customers accordingly in good time in advance.
8.3 Notwithstanding our obligation to provide services in accordance with our duties, we do not guarantee the functionality and properties of third-party software that is integrated into our products and services as agreed.
8.4 We can only ensure that the participants declare their consent to the agreed use and evaluation of their contributions to a competition by the customer. Whether in individual cases - irrespective of any indispensable rights of the participants, in particular copyright and personal rights, which must be observed by the customer anyway, cf. section 5.3 of these GTC - there are nevertheless reasons that prevent the customer from using the contributions in accordance with the agreement (e.g. rights of third parties to contributions of a/an individual participant) shall be determined by the customer. We can neither recognize nor influence the rights of third parties to contributions of a participant, lack of will on the part of the participant and the like), so that we cannot guarantee that such reasons do not exist and that the agreed use of the contributions by the customer is therefore always legally possible without restriction.
8.5 Insofar as a service has been provided by us in fulfillment of an obligation to produce a specific service result (e.g. creation, provision of a competition site) based on a booking by the customer, the customer must inspect the corresponding service result for any defects immediately after delivery or making it available (hereinafter uniformly referred to as "delivery").
Obvious defects must be reported to us in writing immediately after delivery of the relevant service result. Defects that are only recognizable during a careful inspection must be reported in writing within one (1) week of delivery of the relevant service result. STATE must be notified in writing of any defects that cannot be detected even during a careful inspection immediately after their discovery. The notice of defects must contain as detailed a description as possible of the defects found, which will enable us to rectify the defects through subsequent performance.
Warranty claims asserted due to late notification of defects are excluded, unless we were aware of the defect in question at the time of delivery. The timeliness of a complaint is determined by its timely receipt by STATE.
8.6 Furthermore, the customer is not entitled to claims for rectification of defects in the event of only insignificant deviation from the owed quality and in the event of only insignificant impairment of the usability of the service provided. The same applies to defects that are based on information, data or content provided by the customer or on the customer's specifications.
8.7 If a service provided by STATE is defective in accordance with the above and the customer is entitled to warranty claims in this respect, we will rectify the relevant defects within a reasonable period, which is usually two (2) weeks, by means of supplementary performance.
If a remedy of defects fails or is disproportionately expensive or unreasonable for us for other reasons, the customer shall be entitled to reduce the agreed remuneration for the service in question by a reasonable amount or to withdraw from the booking in question in accordance with the statutory provisions and to claim damages in accordance with the provisions set out in Section 10 of these GTC. The statutory cases of the dispensability of a prior request for supplementary performance remain unaffected by this.
8.8 Warranty claims of the customer due to a defect shall become time-barred within one year of the provision of the relevant service or, in the case of licenses to hold a competition, from the end of the relevant license term. This shall not apply to claims for damages by the customer due to a defect if we have acted with gross negligence or were aware of the defect when providing the service or in the event of injury to life, limb or health as a result of such a defect.
9 Premature termination of bookings of expert referrals
9.1 If the customer effectively terminates the booking of an expert placement before it has been fully executed, this shall not affect our claims for payment of the remuneration and reimbursement of the expenses attributable to the services and expenses already provided and incurred by us up to that point in the execution of the booking as agreed. In this respect, the customer is made aware that expenses in this sense may also consist of entering into liabilities.
The customer is free to prove in individual cases that we have suffered a lower loss as a result of the premature termination of the expert placement or that we have offset any further expenses saved or other possible benefits against the aforementioned claims that we have incurred as a result of the premature termination of the contract. At the same time, we are free to prove a higher loss in individual cases.
9.2 The right of the parties to prematurely terminate a booking of an Expert Placement in the cases provided for by law shall remain unaffected, as shall the legal consequences that must be attached by law to the exercise of such a right.
10.1 STATE is liable in contract and tort
a. for damages due to gross negligence and intent and for damages resulting from injury to life, limb and health;
b. for damages arising from the breach of contractual obligations, the fulfillment of which is essential for the proper execution of the contract and on the observance of which the customer regularly relies and may rely (so-called "essential contractual obligations"); in this respect, however, liability is limited to the amount of the foreseeable damage that must typically be expected to occur.
The foreseeable damage typical for the contract is generally considered to be one times the amount of the respective booking value (i.e. generally the remuneration agreed for the execution of the booking in question). Any further liability claims are excluded in this respect, in particular STATE is not liable for loss of profit, loss of savings and other direct or indirect consequential damages.
The above limitations of liability also apply in favor of our employees, organs and vicarious agents. We shall not be liable for the conduct of our vicarious agents if they are the customer or a person appointed by the customer to perform this function.
Mandatory statutory liability provisions shall remain unaffected by the above provisions.
10.2 Claims for damages by the customer due to the breach of material contractual obligations (see above under clause 10.1, lit. b), shall become statute-barred within five (5) years of their occurrence, irrespective of knowledge.
10.3 As the customer is solely responsible for securing the information, data and content provided to STATE, we are not liable for any disadvantages incurred by the customer as a result of the loss of such information, data and content on the part of STATE. Any warranty obligations incumbent on us in such a case in accordance with the provisions of these GTC due to disruptions in performance that such a loss may result in remain unaffected.
Information on the collection and processing of personal data by STATE and on how STATE ensures their protection and what rights the data subjects are entitled to in this respect can be found in our data protection information, the current version of which can be accessed on Futures Canvas at the domain https://futurescanvas.com/de/privacy-policy.
12.1 The place of performance for the obligations arising from the contractual relationship between us and the customer is the registered office of STATE, which, if the customer concerned is a merchant within the meaning of the German Commercial Code (HGB), a legal entity under public law or a special fund under public law, is also the sole place of jurisdiction for all disputes arising from and in connection with the business relationship between us and the customer.
12.2 The business relationship between STATE and the customer, in particular the contractual and other legal relationships established between them, as well as any disputes arising in connection therewith, shall be governed exclusively by the law of the Federal Republic of Germany, unless more favorable provisions apply to the customer on the basis of statutory consumer protection regulations applicable to them in their country of residence.
12.3 Should individual provisions of these GTC be legally invalid in whole or in part or lose their legal validity at a later date, this shall not affect the validity of the remaining GTC.
Status: November 2023