1 Introduction
By creating an account for timeghost (the registration) via the internet presence of timeghost Solutions GmbH at timeghost.io (the provider) you (the customer) accept the following terms and conditions.
1.1 General
All contracts for deliveries and services of the provider are subject to these terms and conditions. By registering, the customer agrees to the terms and conditions. Counter-statements with reference to the customers terms and conditions will only be accepted if they do not contradict our terms and conditions. Additional or deviating agreements require the express written consent of the provider. A customer is any natural or legal person who has registered.
1.2 Changes
The provider reserves the right to change these terms and conditions at any time and without naming reasons in a way that is reasonable for the customer. Changes will be notified to the customer by e-mail not later than 2 months before the amended GTC comes into force. If the customer does not object to the changed terms and conditions within two weeks after receipt of the provider’s e-mail regarding the change of the terms and conditions according to clause 2 of subparagraph 1.2, the customer’s silence shall be deemed as acceptance of the changed terms and conditions, which shall henceforth be in the changed form become part of the contract. If the customer contradicts the changes in the terms and conditions and can prove that the changes are not reasonable, the customer receives a special right of termination.
2 Contract Conclusion
2.1 Subject of the Contract
Subject of the contract is the provision of software of the provider in the Software as a Service (SaaS) model for use over the Internet and the storage and processing of data of the customer (data hosting). In addition, the customer can commission consulting, training and development services of employees of the provider or third parties under the contract. The execution of consulting, training and development services is determined by individual agreement between the customer and the provider.
2.2 Conclusion of Contract
The contract between the customer and the provider comes about through the registration via the internet presence of the provider. Performance is subject to availability if it depends on third parties and causes unavailability. After a delay in performance of more than 4 weeks, the customer has the right to set a period of at least 14 days for service provision. After expiry of this period, he may withdraw from the contract by written declaration, provided that the service has not been performed by then. Already paid advance payments will be refunded in this case, whereby the customer must credit benefits received. If there is no gross negligence or intent, compensation for late performance is excluded.
2.3 Commercial Use
The software is intended for commercial customers (B2B). By activating the subscription, the customer confirms to use the software for commercial purposes.
2.4 Registration
The user logs in with a new or existing Microsoft Office 365 account.
2.5 Obligations of the Customer
The customer undertakes not to misuse the software. In particular, improper use occurs when the customer (a) enters data into the system that contains a computer virus and (b) uses the software in a manner that adversely affects the availability of the software to other users. The customer undertakes to indemnify the provider for any damages, including claims of third parties and consequential costs of any kind, if he violates the terms and conditions. The customer undertakes to prevent the unauthorized access of third parties to the software by means of suitable precautions. This is essential to keep the password secret and not accessible to third parties. In addition, the customer has to inform his employees (hereinafter referred to as users). Customer is responsible for entering and maintaining the data and information necessary to use the SaaS Service.
2.6 Software Delivery
2.6.1
The provider provides the customer with the latest version of the software over the internet for use by the customer for the duration of the subscription. All not explicitly granted rights of use remain with the provider or, if different, with the respective author. For the purpose of software operation, the provider stores the software on a server accessible to the customer over the internet. The provider provides the customer with free updates during the contract period. There are no additional costs for support and upgrades. The following services are not regular support services and are therefore subject to a fee: database changes Data resists on customer request Data imports that are not explicitly offered free of charge The offered support channels are based on the booked plan.
2.6.2
The provider continuously monitors the functionality of the software and, in accordance with the technical possibilities, eliminates all software errors that restrict or prevent the use of the software.
2.6.3
he provider is entitled to add new functions to the software and remove them. If the removal of functions disproportionately limits the use for the customer, the customer receives an immediate special right of termination.
2.7 Fee
The fee for the use of the software (subscription) is determined by the scope of the contract subject matter defined in 2.1. If the customer chooses a paid subscription, he undertakes to pay to the provider for the software surrender and data hosting the agreed monthly fee plus applicable VAT. If the customer defaults on payment of at least 30 days, the provider is entitled to refuse performance until payment of the outstanding fee. This happens, for example, by setting access to the software. If the customer defaults on payment of at least 60 days, the provider is entitled to extraordinarily terminate the entire contractual relationship. For the purpose of clarification, all claims for defaulting payments of the customer remain unaffected by such extraordinary termination. The provider is entitled to increase the fees appropriately and must notify this not later than 2 months in advance by the end of the current payment cycle of the customer by e-mail. The customer has the right to terminate his contract at the end of the current payment period, irrespective of special agreements, should the price increase exceed 5%
2.8 Up- / Downgrade
Switching to a more expensive subscription (upgrade) or adding users is possible at any time without a time limit in the respective subscription. Switching to a cheaper subscription (downgrade) or billing users is possible at the end of the current billing cycle. Functions linked to a particular subscription will be enabled or disabled when the up / downgrade becomes effective.
2.9 Termination
2.9.1
The contract is concluded for an indefinite period. A termination is possible at the end of the current accounting period, in the case of a free subscription immediately, without a time limit in the respective account. After termination, the provider has the right to delete the account including all data after the effective date of termination. At the request of the customer and as far as technically possible, the provider shall make his data available to the customer in a machine-readable format upon termination. Such provision of data is not included in the fee according to clause 2.7 of these GTC. The provider and the customer will agree on an expense-based compensation for data provision.
2.9.2
The immediate termination of the contract for cause remains at the discretion of the parties. An important reason for the provider is given especially if the customer petitions for the opening of insolvency proceedings over his assets or the opening of insolvency proceedings for lack of assets, is in default of 60 days with payment obligations arising from this contractual relationship and he has been reminded unsuccessfully by setting a reasonable grace period and under penalty of contract termination, culpably violates legal regulations or intervenes in copyrights, industrial property rights or naming rights of third parties when using the software, uses the Software for the purpose of promoting criminal, unlawful and ethically objectionable acts.
2.9.3
The provider has the right at any time to terminate free accounts with a period of 30 days.
3 Privacy & Data Security
3.1 Personal data of users
Privacy is a top priority for the provider. Personal data of the customer and the user are treated with special care. Users agree that their personal information is stored and processed. Without notice and explicit consent of the user, his personal data will not be made accessible to third parties, except where the disclosure is necessary for one of the following reasons: for legal protection of users to fulfill judicial or regulatory requirements to defend and protect the rights of the provider or for the technical operation of the software Users are made aware of product news within the software and by e-mail. The contracting parties undertake to comply with the provisions of the Federal Data Protection Act. For the conclusion of the contract, for the settlement of the business relationship and in the context of the use of the software, the provider collects personal data of persons connected with the customer. This data is used by the provider only within the legal scope according to the Federal Data Protection Act. They will not be passed on to third parties for advertising purposes. The Provider is entitled to collect, process, use and store the personal data required for the settlement of the business relationship within the meaning of the Federal Data Protection Act and Telemedia Act. Insofar as applicable data protection laws are not violated, the provider is permitted to carry out aggregated evaluations of the stored data and to use this data to improve the product
3.2 Confidentiality
The provider undertakes to maintain secrecy with respect to all business or trade secrets of the customer which it has come to know in the course of the preparation, execution and performance of the contract, and neither to disclose nor to exploit them in any other way. The provider is entitled to use the company and the logo as a reference to the customer and to use general information about the agreed contract in an appropriate manner for marketing and sales purposes – unless the customer objects in writing to this point.
3.3 Data Encryption
To ensure the protection of the user, all communication with the software of the provider is encrypted via the HTTPS protocol.
3.4 Data Security and Data Provision
The provider is obliged to take appropriate precautions against data loss and to prevent unauthorized access of third parties to the data of the user. In order to secure all accruing data of the user, the provider creates a data backup at least twice a day. This backup is stored on other servers that are redundantly secured multiple times. The customer has no right to recover his data should the customer, through his own fault, suffer data loss. An individual reconstruction of data is possible on request and will be charged according to effort. In any case, the user remains the sole author of the data and can therefore demand from the provider at any time, in particular after termination of the contract, the release of individual or all data, without the provider having a right of retention. The publication of the data takes place by transmission in digital form. The billing of this data provision and issue takes place after consultation according to expenditure. The customer is not entitled to receive software suitable for the use of the data.
3.5 Subcontractors
The provider uses the web services of the supplier Freshdesk with which the provider can offer the users highest level of personal support. These services register usage data (contact information, last registration date, browser, operating system, etc.). The customer agrees to the use of the Microsoft Azure and Office 365 web services and associated data processing.
3.6. Data Protection Officer
In accordance with Article 37 GDPR and Section 38 of the German Federal Data Protection Act (BDSG), we have appointed a Data Protection Officer. For any questions related to data protection, you can directly contact our Data Protection Officer:
Daniel Kohsyk
timeghost Solutions GmbH, Reichenaustr. 11a, 78467 Konstanz, Deutschland
Telephone: +49 7531 9783000
info@timeghost.io
4 Defects & Warranty
4.1 Defects
The provider provides the service essentially as stated on the internet presence of the provider for normal use under normal circumstances. If the services to be provided by the provider under this Agreement are defective, the provider will, within a reasonable period of time and upon receipt of a notice of defects, rectify or reiterate the services at its discretion. The customer is obliged to report defects to the provider immediately via the usual support channel. If the customer has not booked support, he can send the deficiencies to the contact address in the imprint of the provider. If the repair or replacement by the provider does not succeed within a reasonable period of time by the customer, the latter is entitled, at his option, to reduce the performance price appropriately or to terminate the contract.
4.2 Availability
In the event of a failure of the system availability of essential functions of the software of 99.5% within the last 30 days, the customer can reduce his remuneration according to the shortfall. This data is either made public by the provider or made available on demand if the data is not publicly available.
4.3 Warranty
The provider assumes no warranty or guarantee that 1. The use of the products meets requirements or expectations of the customer 2. Any faults or defects in the products or functionality of the software provided to the customer as part of the product will be corrected if they do not affect the core functionality unless otherwise agreed, any advice or information received by the customer from the provider does not constitute a warranty claim against the provider. The provider does not warrant that the software is suitable or available for use at other locations outside the contract territory. The exclusions in accordance with clause 4.3 of these GTC do not affect the legal rights of the customer to which he is entitled in any case and which are not contractually required.
5 Liability
5.1 Unauthorized knowledge acquisition
The provider all not be liable for (a) any damages incurred by the customer arising out of the use of the software and (b) damages resulting from the unauthorized access of personal user data by third parties (for example, unauthorized access by hackers to the database). Likewise, the provider cannot be held liable if details and information, which the users themselves made available to third parties, are abused by these third parties.
5.2 Stored Content
The customer is solely responsible for stored content and licensed files (such as fonts and images).
5.3 Claims of third parties
The customer undertakes to indemnify the provider from all claims of third parties based on the data stored by him and to reimburse the provider for the costs incurred by him for possible infringements.
5.4 Suspected illegality
The provider is entitled to immediately block the account, if there is a reasonable suspicion that the stored data was obtained unlawfully and / or infringes rights of third parties. A reasonable suspicion of unlawfulness and / or infringement of rights exists in particular if the courts, authorities and / or other third parties inform the provider thereof. The provider must immediately notify the customer of the blocking and the reason for this. The blocking should be removed as soon as the suspicion is invalidated.
6 Messages
All communications must be addressed in writing to the specified addresses. Remittance via e-mail is enough in each case to fulfil the writing requirement. The contracting parties are obliged to inform the other contracting party of any changes to the address immediately, otherwise notifications to the address last notified in writing will be deemed valid.
7 Final provisions
7.1 Offsetting
The customer can only offset claims other than his contractual counterclaims from the relevant legal transaction or assert a right of retention if this claim is undisputed by the provider or legally determined.
7.2 Applicable law
The laws of the Federal Republic of Germany shall apply exclusively. Contract language is German.
7.3 Jurisdiction
The exclusive place of jurisdiction for all disputes between the parties arising from or in connection with the business relationship is the relevant court in Freiburg.
7.4 Escape clause
Should individual provisions or parts of the contract prove to be ineffective, this shall not affect the validity of the entire agreement. In such case, the contracting parties shall adapt the contract in such a way that the purpose intended by the void or ineffective part is achieved as far as possible.