General terms and conditions

Personizer GmbH & Co. KG (registered in the Commercial Register at the Amtsgericht Oldenburg in Oldenburg (Oldb) under HRA204370 , Germany/Germany, for further details see https://www.personizer.com/en/legal/) offers and operates web-based services. Contracting parties are the customer and Personizer GmbH & Co. KG, (hereinafter referred to as “Provider”).

In case of doubt, the German version shall prevail.

§ 1 Scope of application

The version of the terms and conditions current at the time of conclusion of the contract shall apply to all present and future legal relationships between the supplier and the customer, subject to any amendments. Counter-confirmations, counter-offers or other references made by the purchaser with reference to his terms and conditions are rejected; deviating terms and conditions of the customer shall only apply if confirmed in writing.
Amendments to terms and conditions already agreed shall be offered to the customer in text form at least two months before their proposed date of entry into force, highlighting the amendments. If the customer has used an electronic communication channel within the business relationship, the amendments may also be offered by this means. The customer shall be deemed to have given his consent if he has not indicated his refusal before the proposed date on which the changes are to take effect. The Provider shall specifically draw the Customer’s attention to this effect of approval in its offer. Extensions or restrictions of the GTC on the part of the Customer are excluded.
The Customer does not acquire any copyrights to the services. The Customer is not entitled to decompile parts of the Services or the underlying source code and/or to make them readable and usable in any other way.

§ 2 Services of the Provider

The provider operates the services and offers them as SaaS (Software as a Service).
With Vacationizr, the Provider offers the Customer a service for vacation and absence management with a wide range of functions for a large number of users. For example, the service offers functions for entering, managing, evaluating and tracking vacation and absence entries of one or more users. The same applies to Clockout with regard to working and break times. For Personizer the same applies to vacation and absence entries as well as to working and break times.
The Provider may update and further develop the Services at any time and adapt them in particular due to a changed legal situation, technical developments or to improve IT security. In doing so, the Provider shall give due consideration to the legitimate interests of the Customer and inform the Customer in good time of any necessary updates. In the event of a significant impairment of the Customer’s legitimate interests, the Customer shall have a special right of termination.
The Provider grants all Customers a non-exclusive, non-sublicensable and non-transferable right to use the Services in their current version for the duration of the Agreement.
The Provider shall provide e-mail and chat support for assistance in the event of technical problems in the use of the Service.
The connection of the Customer to the Internet is not subject matter of the contract but is the responsibility of the Customer within the scope of the usage requirements.
The Provider guarantees an overall availability of the Services of at least 99% per month at the delivery point. The transfer point is the router exit of the Provider’s data center. Availability shall be deemed to be the ability of the Customer to use all main functions of the Software. Maintenance times shall be considered as times of availability of the software. The Provider’s measuring instruments in the data center shall be decisive for the proof of availability.

§ 3 Registration

Conclusion of the contract and the right of use require the complete filling in of the marked mandatory fields during registration. The customer is obliged to fill in all fields used by him in the registration form truthfully and correctly.
Only customers of full legal capacity or respectively users of full legal capacity authorized by the customer or those acting with the consent of their legal representatives are entitled to use the service.
Personizer is intended exclusively for use by entrepreneurs, registration by consumers is not allowed. The decision to accept the registration for the use of Personizer is reserved to the Provider. A contract is concluded upon acceptance by the Provider and by the Customer’s choice of a tariff.
The customers are obliged to keep their access data secret and not to give them to third persons. Should the customers become aware that third parties have gained knowledge of the access data or are using it, they shall immediately change the access data respectively inform the provider without delay. The same obligation applies to users authorized by the customer. The customer shall inform and oblige the users accordingly.

§ 4 Remuneration

For individual services of the provider which are not listed in the price list a separate agreement on the fee is to be made.
The provider is entitled to adjust the respective agreed monthly rates maximum once a year to changing market conditions, in case of significant changes in the measures to increase security and data protection, service and support services, provider fees, personnel costs as well as increase of costs for improvement and further development of the software. In the event of price increases that exceed the regular increase in the cost of living according to the general consumer price index, the customer shall be entitled to terminate the agreement with two weeks’ notice. In such cases, the Provider shall notify the Customer thereof in text form.
The Provider shall issue the Customer a legally compliant invoice for the services to be provided. The fees listed in the respective current price list are due within ten days and, unless expressly stated otherwise, are net fees. The respective statutory value-added tax shall be added.
If the Customer is in default of payment, the Provider shall be entitled to discontinue the services seven days after a fruitless payment reminder. At the same time, interest on arrears shall immediately accrue in the amount of 9% above the respective valid base interest rate. The customer agrees to the sending of electronic invoices.

§ 5 Rules of participation

The customer declares that he will comply with all data protection regulations applicable to him. This is an essential contractual obligation
The customer must name a contact person with telephone number and e-mail address for complaints when registering with the provider. The Provider and the Customer are bound by the relevant data protection regulations and shall comply with them. The customer is the responsible party in the sense of data protection law. The provider is an order processor. The order processing contract is part of these general terms and conditions.
Personizer: https://www.personizer.com/app/dpa.pdf
Vacationizr: https://www.vacationizr.com/documents/vacationizr-adv.pdf
Clockout: https://www.clockout.me/app/dpa.pdf

§ 6 Liability

In the event of simple negligence, the Provider shall be liable, irrespective of the legal grounds, only for damage caused by a culpable breach of a material contractual obligation, namely an obligation whose breach jeopardizes the achievement of the purpose of the contract and/or whose fulfilment is a prerequisite for the proper execution of the contract and on whose fulfilment the Customer may regularly rely. The same shall apply if the customer is entitled to claims for damages instead of performance. In the event of a breach of material contractual obligations, liability shall be limited to the foreseeable, contract-typical, direct average damage, the occurrence of which the Provider had to expect at the time of conclusion of the contract based on the circumstances known to it at that time.
Any further liability of the Provider shall be excluded regardless of the legal nature of the asserted claim; this shall apply in particular to tortious claims or claims for reimbursement of futile expenses in lieu of performance.
Insofar as the liability of the Provider is excluded or limited, this shall also apply to the personal liability of its employees, workers, staff, representatives or vicarious agents.
The above limitations of liability do not apply to claims of the customer arising from product liability. Furthermore, these limitations of liability shall not apply in the event of injury to life, limb or health attributable to the Provider or for damages based on intentional or grossly negligent breaches of contract or fraudulent intent on the part of the Provider, its legal representatives or a vicarious agent.
The Customer warrants that the content and data stored on the Provider’s servers as well as the use and provision by the Provider do not violate applicable law, official orders, third party rights or agreements with third parties. The Customer shall indemnify the Provider against claims asserted by third parties due to a violation of this clause upon first request.

§ 7 End of the right of use

Either party may terminate the agreement at any time without giving reasons by giving 30 days’ notice to the end of the agreed term.
Both parties reserve the right to extraordinary termination for good cause if the legal requirements are met.
After termination of the cooperation in the sense of this contract, the customer can demand that the order data stored in the database during the cooperation be deleted by the provider without delay. This must be done in writing.

§ 8 General

The parties agree that the place of jurisdiction shall be the registered office of the Provider.
These terms and conditions are subject to the laws of the Federal Republic of Germany. The provisions of the UN Convention on Contracts for the International Sale of Goods shall not apply.

Last revised: April 2022