Terms of use | STAFFOMATIC

General Terms and Conditions of STAFFOMATIC

1. General

The website staffomatic.com is operated by EASYPEP UG (haftungsbeschränkt), Susannenstrasse 21A, 20357 Hamburg, Germany (hereinafter referred to as "STAFFOMATIC" or "we"). Details of the powers of representation and contact options can be found in the imprint. STAFFOMATIC offers internet-based applications for personnel resource planning which can be accessed via the staffomatic.com website including the staffomatic.com mobile website (hereinafter referred to as "STAFFOMATIC services" or "software"). The offer is directed exclusively at customers who are entrepreneurs within the meaning of § 14 BGB, a legal entity under public law or a special fund under public law. These General Terms and Conditions (hereinafter referred to as "GTC") apply to all contracts concluded between STAFFOMATIC and the customers of STAFFOMATIC services. STAFFOMATIC's General Terms and Conditions shall apply exclusively; other conditions shall not become part of the contract, even if STAFFOMATIC does not expressly object to them. Additional agreements must be made in writing. We would like to point out that STAFFOMATIC may apply special terms and conditions for certain services (e.g. for optional modules).

2. Registration, free test phase and conclusion of contract

2.1 The presentation of the STAFFOMATIC services on the Internet does not constitute an offer, but only an invitation to submit an offer. STAFFOMATIC can declare acceptance either by written order confirmation (e-mail is sufficient) or by providing the service to the customer. In the latter case, the customer waives receipt of the declaration of acceptance. The contract between the customer and STAFFOMATIC is only concluded through this acceptance. STAFFOMATIC is not obliged to accept the offer.

2.2 By registering on the website staffomatic.com with his company, his e-mail and a password of his choice for a free test account (click on "Create test account"), the customer makes an offer to conclude this user contract, which can be accepted by STAFFOMATIC according to section 2.1. The customer can then test the STAFFOMATIC services free of charge for 30 days. If the customer does not select a chargeable STAFFOMATIC plan by the end of the test phase, the account will initially remain valid, but the customer can no longer access the full STAFFOMATIC functions such as duty rosters. However, the customer retains the option to select a STAFFOMATIC plan with costs or to terminate his account. The account is deleted with the notice. STAFFOMATIC is entitled to delete the account two (2) months after the end of the free test phase if the customer has not selected a chargeable STAFFOMATIC plan by then.

2.3 The customer can select a STAFFOMATIC plan in his account under the menu item "Plans and settlements". In order to order a STAFFOMATIC plan, it is necessary for the customer to enter his invoice and payment data. The order of a STAFFOMATIC plan (click on "purchase now" or "order subject to payment") is regarded as a binding offer by the customer to conclude a contract with costs for the selected STAFFOMATIC plan, which can be accepted by STAFFOMATIC in accordance with section 2.1.

2.4 By submitting the offer, the customer assures that he is of age and - if he wishes to conclude the contract on behalf of a company - that he is entitled to conclude this contract.

3. Performance of services, right of use

3.1 The STAFFOMATIC services are operated as web-based SaaS or cloud solutions. The customer is enabled to use the software stored and running on the servers of STAFFOMATIC or of a service provider commissioned by STAFFOMATIC via an Internet connection for his own purposes during the term of this contract and to store and process his data with their help. The software is not transferred to the customer. The range of functions results from the program descriptions of STAFFOMATIC on staffomatic.com.

3.2 STAFFOMATIC shall provide the customer with the latest version of the software for use at the router exit of the computer center where the server with the software is located ("Delivery Point"). STAFFOMATIC provides the software, the computing power required for use and the required storage and data processing space. However, STAFFOMATIC does not owe the establishment and maintenance of the data connection between the customer's IT systems and the transfer point described.

3.3 Insofar as the software runs exclusively on the servers of STAFFOMATIC or a service provider commissioned by us, the customer does not require any copyright rights to use the software and STAFFOMATIC does not grant any such rights. However, STAFFOMATIC grants the customer for the duration of the contract the non-exclusive, non-transferable and temporally limited right, for the duration of the contract of use, to load the user interface of the software for display on the screen into the working memory of the terminal devices used for this purpose in accordance with the contract and to make the resulting copies of the user interface.

3.4 STAFFOMATIC's services may not be made available to third parties unless this has been expressly agreed by the parties or is provided for within the scope of the intended use of STAFFOMATIC services.

4. Prices and terms of payment

4.1 New customers can test the STAFFOMATIC services free of charge. At the end of the free test phase, the customer can decide on a STAFFOMATIC plan. The available STAFFOMATIC plans are displayed with prices on the website staffomatic.com and within the account. In case of doubt, the STAFFOMATIC plans, which are shown in the account, have priority. The prices shown at the time of the order shall apply. All prices are net prices in Euro plus the applicable statutory value added tax and are quoted ex STAFFOMATIC's place of business. Delivery and shipping costs do not apply.

4.2 The agreed user fee is always due and payable at the beginning of the term. After the test phase, it is therefore necessary to select a payment method and enter valid payment data in order to continue using the STAFFOMATIC services. The customer can choose between the payment methods offered by STAFFOMATIC. If STAFFOMATIC is unable to collect a contribution by direct debit for reasons for which the customer is responsible, the customer shall bear the costs incurred by STAFFOMATIC as a result (in particular bank charges).

4.3 STAFFOMATIC is free to send electronic invoices exclusively by e-mail to the e-mail address stored in the account. The same applies to payment reminders. Invoices are also made available for retrieval in the account. If the customer insists on the invoice being sent by post, STAFFOMATIC shall be entitled to charge a processing fee of EUR 3.50 per invoice plus the applicable statutory value-added tax.

4.4 STAFFOMATIC reserves the right to change the invoicing from Euro to the respective national currency of the customer at any time with reasonable notice, provided that the customer does not object to this. The customer is referred to the right of objection in the announcement.

5. Delay in payment, blockage

5.1 STAFFOMATIC is entitled to block the account if the customer is in default of payment. The block shall be lifted as soon as the customer's payment arrears have been cleared.

5.2 During the blocking period, the account initially remains active, but the customer can no longer access the full STAFFOMATIC functions such as duty rosters. However, the customer retains the option to terminate his account. The obligation of the customer to pay owed usage fees remains unaffected by this.

6. Change to another STAFFOMATIC plan

6.2 Switching to a smaller STAFFOMATIC plan (downgrade) is possible at the end of the booked term. After a downgrade, usually only a smaller number of employees and locations can be managed.

7. Term and termination

7.1 The contract shall initially run for the term booked by the customer. Thereafter, the contract shall always be automatically extended by extension periods of the same duration if it is not terminated in due time by the customer or by STAFFOMATIC.

7.2 The customer may terminate the contract at any time at the end of the agreed term in his account under the menu item "Settings" without giving reasons. If the customer cannot use this option, the termination can also be declared to STAFFOMATIC in writing or in text form.

7.3 STAFFOMATIC may terminate the contract without giving reasons by giving one (1) month's notice to the end of the agreed term. STAFFOMATIC is free to send the termination exclusively electronically by e-mail to the e-mail address stored in the account.

7.4 The right to extraordinary termination for good cause remains unaffected.

7.5 The customer's claim to reimbursement of usage fees paid in advance is excluded, unless the customer terminates the contract for good cause for which STAFFOMATIC is responsible. The customer's claim to reimbursement of usage fees which he has paid in advance is excluded in any case if STAFFOMATIC terminates the contract for an important reason for which the customer is responsible or if STAFFOMATIC blocks the account in accordance with section 5.1.

8. Availability

8.1 The customer is aware that despite the greatest care and conscientiousness, program errors and system immanent malfunctions cannot be reliably excluded according to the current state of technology. In particular, maintenance, security or capacity requirements as well as events that are not within the control of STAFFOMATIC (e.g. disruptions of public communication networks, power failures, force majeure etc.) can lead to a loss of use. It is also not possible to use software or services that detect all existing malware (viruses, malware, etc.). Even if the system is running properly, no 100% availability of the STAFFOMATIC services can be guaranteed. STAFFOMATIC naturally endeavours to keep the STAFFOMATIC services constantly available. The hardware, software and technical infrastructure used by the customer can also influence the services provided by STAFFOMATIC. Insofar as such circumstances have an influence on the availability or functionality of the services provided by STAFFOMATIC, this has no effect on the contractual conformity of the services provided.

8.2 In the event of a loss of use - for whatever reason - the customer shall not be entitled to claim damages or reimbursement of expenses. In the event of a loss of use which is not due to intentional or grossly negligent conduct on the part of STAFFOMATIC, the customer shall have neither the right to a reduction in price nor the right to extraordinary termination.

9. Warranty, liability of STAFFOMATIC

9.1 As a matter of principle, the statutory provisions on warranty in rental contracts shall apply. The §§ 536b BGB (knowledge of the tenant of the lack with conclusion of a contract or acceptance), 536c BGB (defects occurring during the renting period; notice of defects by the tenant) apply. The application of § 536a Abs. 2 BGB (self removal right of the tenant) is however excluded. Also excluded is the application of § 536a para. 1 BGB (liability of the lessor for damages), insofar as the standard provides for strict liability.

9.2 STAFFOMATIC shall only be liable, for whatever legal reason, within the framework of the statutory provisions to the following extent:
a) Liability in the event of intent on the part of STAFFOMATIC, a legal representative or vicarious agent and under guarantee is unlimited.
b) In the event of gross negligence on the part of STAFFOMATIC, a legal representative or vicarious agent, STAFFOMATIC shall be liable vis-à-vis entrepreneurs, limited to compensation for the foreseeable damage typical of the contract.
c) STAFFOMATIC shall be liable for damages resulting from a slightly negligent breach of essential contractual obligations by STAFFOMATIC, a legal representative or vicarious agent, limited to compensation for the foreseeable damage typical for the contract. Essential contractual obligations are obligations the fulfilment of which is essential for the proper execution of the contract and on the observance of which the contractual partner may regularly rely. In other cases, liability for simple negligence - as far as legally permissible - is excluded. These limitations of liability do not apply to the liability of STAFFOMATIC for damages resulting from injury to life, limb or health and for claims under the Product Liability Act. Insofar as the liability of STAFFOMATIC is excluded or limited, this shall also apply to the personal liability of the shareholders, employees, representatives and vicarious agents of STAFFOMATIC.

10. Obligations of the customer

10.1 The customer is obliged to keep the information in his account up to date at all times. This applies in particular to the deposited e-mail address, as STAFFOMATIC uses this to make essential contractual communications to the customer.

10.2 The customer undertakes to protect his account against unauthorised access by means of a sufficiently secure password. STAFFOMATIC recommends the customer to choose a password consisting of at least eight characters, using small and capital letters, numbers and special characters to secure his account and to change the password regularly. The customer is obliged to keep his password and all data which enable unauthorised access via his account secret and to change it immediately or have the password reset by STAFFOMATIC if he suspects that unauthorised third parties have gained knowledge of it. The customer must ensure that any employees to whom access data is made available also comply with these obligations.

10.3 The Customer is prohibited from carrying out or promoting any action which serves or is potentially likely to serve to impair the functionality and/or integrity of the STAFFOMATIC Services, in particular to overburden, influence, interrupt or alter them, and from carrying out any actions which enable or promote reverse engineering or decompiling of data or functions of the STAFFOMATIC Services. If STAFFOMATIC makes a developer API available, this may not be used for the development and provision of own chargeable offers. The provisions of sentence 1 shall apply mutatis mutandis.

10.4 The Customer is prohibited from disseminating and/or publicly reproducing the contents and information of the STAFFOMATIC Services (in particular user data, texts, logos, images, diagrams, graphics, evaluation results, etc.) or transferring them to external systems and/or databases, unless such dissemination and public reproduction is intended within the scope of the intended use of the STAFFOMATIC Services.

10.5 Insofar as the customer provides STAFFOMATIC with protected content (e.g. graphics, trademarks and other copyrighted or trademarked content), he shall grant STAFFOMATIC all rights necessary for the implementation of the contractual agreement. This includes in particular the right to make the corresponding contents accessible to the public. In this context, the customer assures that he possesses all necessary rights to the content provided in order to grant STAFFOMATIC the corresponding rights.

10.6 As a technical service provider, STAFFOMATIC stores content and data for the customer, which the customer enters and stores when using the software and makes available for retrieval. The customer undertakes vis-à-vis STAFFOMATIC not to post any criminal or otherwise absolutely or in relation to individual third parties illegal content and data and not to use any programs containing viruses or other malicious software in connection with the software. In particular, he undertakes not to use the software to offer illegal services or goods. With regard to personal data of himself and his users, the customer is the responsible body and must therefore always check whether the processing of such data on the use of the software is based on corresponding permissions.

10.7 The customer shall be solely responsible for all content and data processed by him or his users and for any legal positions required for this purpose. STAFFOMATIC is not aware of the contents of the customer or his users and does not check the contents used with the software.

10.8 In this connection, the customer undertakes to indemnify STAFFOMATIC against any liability and any costs, including possible and actual costs of legal proceedings, if claims are made against STAFFOMATIC by third parties, including employees of the customer personally, as a result of alleged actions or omissions by the customer. STAFFOMATIC will inform the customer about the claim and, as far as this is legally possible, give him the opportunity to defend against the asserted claim. At the same time, the customer shall immediately inform STAFFOMATIC in full of all information available to him about the facts which are the subject of the claim. Further claims for damages by STAFFOMATIC remain unaffected.

11. Data processing

11.1 The customer shall grant STAFFOMATIC the right to reproduce the data to be stored by STAFFOMATIC on behalf of the customer for the purposes of executing the contract, insofar as this is necessary for the performance of the services owed under this contract. STAFFOMATIC is also entitled to store the data in a failure system or separate failure computer centre. STAFFOMATIC shall also be entitled to make changes to the structure of the data or the data format in order to eliminate malfunctions.

11.2 STAFFOMATIC is entitled to use the e-mail address of the customer stored in the account to inform the customer about innovations in the STAFFOMATIC services, changes in GTC and status notifications.

11.3 If an account is terminated by the customer or by STAFFOMATIC, the account data will be irrevocably deleted. Recovery is not possible. Exceptions from deletion exist for data that are subject to statutory retention periods.

12. Adjustment of the general terms and conditions

12.1 STAFFOMATIC shall be entitled to amend the contents of these General Terms and Conditions to the extent that changes unforeseeable for STAFFOMATIC, which are not caused by STAFFOMATIC and have no influence on STAFFOMATIC, disturb the equivalence relationship existing at the time of conclusion of the contract to a not insignificant extent. STAFFOMATIC shall also be entitled to make changes if the change serves to adapt to technical progress or if STAFFOMATIC adapts or extends the range of functions of the STAFFOMATIC services (e.g. introduces new services, applications or functions) and as a result an adaptation of the description of services in the GTC becomes necessary, provided that this does not result in unreasonable restrictions for the functions used by the customer or a comparable alternative function is available. STAFFOMATIC shall also be entitled to amend these GTC if a clause of these GTC becomes ineffective due to a change in the law or is declared ineffective by court rulings and this results in difficulties in the execution of the contract which can only be eliminated by adaptation or amendment.

12.2 In the event of a change, STAFFOMATIC shall inform the customer of the proposed change, stating the reason and the concrete scope in text form (e-mail to the address stored in the account is sufficient). In addition, the change will be announced within the STAFFOMATIC services in an appropriate manner (e.g. in a notification area). The changes shall be deemed approved if the customer does not object to them in writing (e-mail to the address given in the imprint is sufficient). STAFFOMATIC will specifically inform the customer of this consequence in the notification. The objection must be received by STAFFOMATIC within one (1) month after receipt of the notification. If the customer exercises his right of objection, the change request shall be deemed rejected. The Treaty will then be continued without the proposed amendments. The customer's right to terminate his membership under section 7.2 remains unaffected.

12.3 If the customer exercises his right of objection, STAFFOMATIC is entitled to terminate the contract (e-mail is sufficient). The notice period is seven days.

12.4 For changes to separate terms and conditions (e.g. for modules that can be booked optionally), Sections 12.1. to 12.3 shall apply accordingly.

13. Consent to the transfer of the rights and obligations of STAFFOMATIC to third parties

STAFFOMATIC is entitled to transfer rights and obligations arising from the contractual relationship in whole or in part to third parties. This applies in particular in the event that STAFFOMATIC UG (with limited liability) is converted into another company form (e.g. a GmbH) or the STAFFOMATIC services are transferred to another operator. STAFFOMATIC will inform the customer of such a change in text form (e-mail is sufficient). The customer agrees to a transfer of the contract in advance.

14. Data protection

STAFFOMATIC will observe all data protection requirements, in particular the requirements of the BDSG and the Telemediengesetz (TMG). The customer's data will only be collected and processed for the execution of the contract and will not be passed on to third parties without the customer's express consent. Further information on data protection can be found in the separate data protection declaration.

15. Final provisions

15.1 The customer agrees that communication - also in contractual matters - can take place by e-mail. The customer undertakes to deposit a current e-mail address in his account at all times. The e-mail address of STAFFOMATIC can be found in the imprint or on the "Contact" page.

15.2 For customers who are entrepreneurs, the law of the Federal Republic of Germany shall apply exclusively to the exclusion of international private law and the UN Convention on Contracts for the International Sale of Goods. The exclusive place of jurisdiction for all disputes arising from the contractual relationship with entrepreneurs is the registered office of STAFFOMATIC. Any further legal place of jurisdiction shall also apply to actions brought by STAFFOMATIC against the entrepreneur.

15.3 The place of performance shall be the registered office of STAFFOMATIC.

15.4 These General Terms and Conditions are available in several languages. In case of disputes or contradictions, the German version is legally valid.

Source: Herting Oberbeck Attorneys at Law, www.datenschutzkanzlei.de

Version 2.1.1, Last update: 14.12.2018