1.1. The following conditions (‘General Terms and Conditions’, in short ‘T&Cs’) apply to the use of the standard software programmes as a SaaS service via internet (‘software’) between TeamUltim Software UG (limited liability) (‘TeamUltim’) and its clients (‘client’). For the sole purpose of clarity, the generic masculine is used in these general terms and conditions, however, all genders, as well as sexual identities are explicitly included.
1.2. The general subject-matter of the contract is the lease of the planning software provided by TeamUltim for use via the internet, as well as the storage of client data on the servers used by TeamUltim.
1.3. Only that which has been agreed upon in the pre-contractual or contractual framework and the following regulations of these terms and conditions apply between TeamUltim and its clients. Terms and conditions on the part of the client are explicitly rejected and have no significance whatsoever with regard to the legal relationship between TeamUltim and the client, even if TeamUltim does not explicitly state this in its communication with the client.
2.1. The products listed on TeamUltim’s website do not represent an offer according to § 145 BGB (German Civil Code), but are merely an invitation to make an offer (invitatio ad offerendum).
2.2. If the client has made a corresponding solicitation, this is the offer. TeamUltim can then explicitly accept the offer by sending a written message to the client (e.g. as an order confirmation) or implied by providing the service to the client. In the latter case, the client foregoes the right to receive the declaration of acceptance as defined in § 151 p. 1 Art. 2 BGB. TeamUltim is not obliged to accept an offer.
2.3. By registering for a free trial account on the website teamultim.com with their company, their e-mail and a self-chosen password, the client makes an offer to conclude this contract of use, which TeamUltim may accept according to paragraph 2.2. Thereafter, the client may test the TeamUltim services free of charge. If the client does not opt for a fee-based TeamUltim license by the end of the trial period, the account will remain valid for the time being, but the client will no longer be able to access the full TeamUltim features, such as rosters. The client remains free to choose the option of a fee-based TeamUltim license or to cancel their account. However, this does not constitute any such claim on the part of the client. Upon cancellation, the account will be deleted. TeamUltim is entitled to delete the account two months after the end of the free trial period, if the client has not selected a payable TeamUltim license and has paid the amount due in full.
3.1. TeamUltim provides software that enables shift planning for companies and their employees. Here, master data, working hours and attendance of employees are recorded. It also collects the data of the branch(es) or office(s), such as opening hours, inventory, etc., that is relevant for the use of the software.
3.2. The scope of services depends on the specific product licenses, described at teamultim.com/pricing. The provider reserves the right to provide certain features only in return for additional license fees in accordance with the price list.
3.3. Software availability 99.9% on an annual average. Except for the following: a) Maintenance work, b) Updates and improvements to the software (which are carried out between 00:00 and 05:00 am).
3.4. The data will not be shared with third parties.
3.5. TeamUltim can only verify the data if there is a suspicion of illegal content and if notification thereof was given.
1.1. TeamUltim grants the clients a non-exclusive, non-transferable and non-sublicensable right to use the software mentioned in the contract, for the duration of the contract. The software is only accessible via the internet.
1.2. Through the right of use of the software provided by TeamUltim (sole licensor is TeamUltim), the client shall be obliged to use this software solely for the contractual purposes, not to pass it on to third parties and not to allow a third party access to this software in any other way. Reverse engineering, decompiling and similar methods are generally prohibited and may not be requested from TeamUltim. In the event that this should happen anyway, it will be punished under civil and criminal law.
1.3. The client is forbidden to impair the functionality or integrity of the software, in particular to put excessive load on it, to interfere with it, to interrupt or change it.
2.1. The client is responsible for regularly making data backups and to ensure that in the event of an unexpected disruption of the system through no fault of the company the client is able to continue its operations without disruption.
2.2. The client shall ensure that:
2.3. In addition, the client shall ensure that they use appropriate software to protect the data on their computer against third-party attacks. In addition, they are required to inform themselves about secure password options to protect their TeamUltim account.
3.1. The client is obliged to ensure adequate protection against viruses, trojans or other attacks, so that TeamUltim’s system will not be compromised.
3.2. The client must keep their personal details updated, in particular the e-mail address which is used for correspondence.
3.3. The client must choose a sufficiently secure password, safeguard it and regularly change it.
3.4. In order to use the software, the client must provide TeamUltim with the following information:
4.1. The client is the sole owner of the data and can therefore request TeamUltim to return the data at any time, especially after termination of the contract. Such a request for surrender will be met in the form of an electronic transmission. The client has no right to be provided with the necessary and suitable software for using the data. The responsibility for the admissibility of the collection, processing and use of the data, as well as for the protection of the rights of the persons concerned (information, use, correction, blocking, deleting) lies with the client.
4.2. In addition to the obligatory data, which the client has to provide to TeamUltim, the client is allowed to store further data about the company, or business premises, branches, offices, etc.
6.1. TeamUltim offers a free and limited trial period, as well as a free account and a premium account, which allows clients to purchase additional modules or licenses.
6.2. The costs are only incurred once the client has provided the payment data and selected a fee-based license. Fee-based contracts are automatically renewed for the same length of time and at the same price, unless the client has explicitly cancelled.
6.3. The applicable charges are payable by credit card. If offered to the client, TeamUltim can also collect the fees by SEPA direct debit.
6.4. The client may request the contract to end with its expiry date any time by sending an e-mail to TeamUltim (see imprint) or a letter (see imprint). TeamUltim does not provide a specific button or similar, and the client accepts this when entering into the contract.
6.5. TeamUltim is entitled to terminate the contract at the end of its duration by e-mail. In the case of a free account, TeamUltim is entitled to terminate the contract with one month’s notice.
6.6. TeamUltim has the right to terminate the contract for good cause, especially in case of serious misconduct on the part of the client, as well as in case of non-payment, which has been reported by e-mail and has not been corrected by the client within a reasonable period of time appropriate to the circumstances.
The client is obliged to immediately report any shortcomings of the service to TeamUltim and to send a descriptive report to TeamUltim, which allows TeamUltim to immediately correct the error in the system.
6.1. TeamUltim is only liable for damages caused by the system that are caused by proven intent or gross negligence within the framework of the statutory provisions.
6.2. In case of injury to persons, TeamUltim is liable also for slight negligence within the framework of the statutory provisions. In these cases TeamUltim’s liability is limited to 500.00 €.
6.3. These regulations (6.1. and 6.2.) on liability also apply to claims against employees and authorised representatives of TeamUltim.
7.1. TeamUltim and its clients agree to keep all knowledge - especially technical & economic data - acquired in the framework of the contractual relationship and the pre-contractual framework, confidential and to use it exclusively for contractual purposes.
7.2. The provision in 7.1. does not apply to information which is publicly accessible, or which becomes publicly accessible without unauthorised action or omission by the contracting parties, or which must be made accessible by court order or by law.
7.3. In the case of customer service assistance in the event of client problems, it may under certain circumstances be necessary to access the client’s data. Such access is limited to the period of the respective support measure and any data resulting in the process will be deleted immediately by TeamUltim and the client, as long as it is not necessary for the implementation of the contract.
8.1. The place of fulfilment is 60325 Frankfurt, which is also the place of jurisdiction for both contractual parties. The national law of Germany shall exclusively apply.
8.2. The contract, its amendments, modifications or other changes, as well as changes in its form must be made in writing. This also applies to these terms and conditions.
8.3. In the event of invalidity of a contractual clause or a corresponding loophole in the contract, this shall not affect the validity of the other parts of the contract. TeamUltim and its clients explicitly agree to replace an invalid provision of the contract with a provision that comes closest to the intended economic purpose.
8.4. In case of any inconsistencies between the German language version of the general terms and conditions and this translation of the general terms and conditions, the German version of the general terms and conditions shall prevail.
Version: May 2020