General Terms and Conditions

1.1 The following General Terms and Conditions (GTC) form the basis of all legal transactions between ClickTime GmbH and the contractual partner. Other terms and conditions of the contractual partner shall only apply if they have been expressly accepted by ClickTime GmbH in writing.

1.2 A contract is concluded by a standard application or with the signing of a contract by both parties. Additions, amendments or the cancellation of a contract must be in writing.

1.3 Offers from ClickTime GmbH are indicative and are non-binding unless otherwise agreed in writing.

2.1 ClickTime GmbH offers services and applications to the contractual partner as Software as a Service (SaaS).

2.2 The software used may be third-party products or ClickTime's own products. In the former case, these terms and conditions apply solely to the services of ClickTime GmbH.

2.3 ClickTime GmbH grants the contractual partner the right to use the agreed applications in accordance with the individual agreement.

2.4 The scope of the services as well as the usage authorisation including usage times is regulated in an individual contract between ClickTime GmbH and the contractual partner.

3.1 ClickTime GmbH is entitled to involve third parties for the fulfilment of the contract as well as to transfer rights from the contract to third parties. An assignment of rights and obligations on the part of the contractual partner requires the written consent of ClickTime GmbH.

4.1 The contractual partner undertakes to comply with the installation requirements specified by ClickTime GmbH and to use the services provided appropriately. The contractual partner bears sole responsibility for the content which he creates, transmits or makes available using the services of ClickTime GmbH.

4.2 The router output of the server on which the application is made available is the transfer point of the services of ClickTime GmbH.

4.3 The contractual partner manages passwords and other access data on his own responsibility and keeps them secret. He is also obliged to pay for such services that third parties use or order via his access data and passwords, insofar as he is responsible for this. The contractual partner must inform ClickTime GmbH immediately as soon as he becomes aware that unauthorised third parties have access data or a personal password. Furthermore, he is obliged to change the password immediately if he has reason to suspect that a third party may have gained knowledge of it.

4.4 The contractual partner shall take all necessary measures, starting from his system, to ensure that neither the security, the integrity nor the availability of the systems used by ClickTime GmbH to provide its services are impaired.

5.1 ClickTime GmbH guarantees high-quality service provision.

5.2 ClickTime GmbH cannot guarantee completely trouble-free and uninterrupted use and service provision. However, it will make every reasonable effort to provide the agreed services in high quality and to rectify faults as quickly as possible.

5.3 ClickTime GmbH expressly disclaims all warranties for material defects and defects of title in connection with the provision of services by third-party products. However, ClickTime GmbH assigns to the contractual partner all warranty claims to which it is entitled and which can be assigned to manufacturers/suppliers with regard to the products used.

5.4 In all other respects, all warranties of ClickTime GmbH are excluded to the extent permitted by law.

5.5 The contractual partner is obliged to notify any defects immediately and in writing and to document them sufficiently. ClickTime GmbH shall endeavour to remedy the defect as quickly as possible. If a significant defect cannot be remedied by ClickTime GmbH despite multiple notices by the contractual partner, the contractual partner is entitled to dissolve the contract after at least 30 days of defective operation.sen.

6.1 ClickTime GmbH is only liable for damage caused intentionally and by gross negligence. Liability for slight negligence is excluded. All cases of breach of contract by ClickTime GmbH and their legal consequences as well as all claims of the contractual partner arising therefrom, irrespective of the legal grounds, are conclusively regulated in these GTC. In particular, all claims for damages, cancellation, reduction, rectification, annulment or withdrawal from the contract that are not expressly mentioned are excluded. In no case shall the contractual partner have claims for compensation for consequential damages, such as loss of production, loss of use, loss of profit or loss of data. This exclusion of liability shall apply to the extent permitted by law; liability for auxiliary persons shall be excluded in full.n wird vollumgänglich wegbedungen.

7.1 The prices to be paid by the contractual partner result from the contract or the price lists depending on the contract.

7.2 Unless otherwise agreed, all prices are net, exclusive of VAT and exclusive of expenses. All invoices are due for payment within the agreed deadlines.

7.3 Fees are invoiced in advance.

7.4 In the event of default in payment, ClickTime GmbH may interrupt the provision of services for all contracts concluded with the contractual partner after the expiry of the payment deadline set with the first reminder without further notice.

7.5 An interruption due to a delay in payment does not result in a reduction of the contractual partner's obligation to pay compensation. The contractual partner is not entitled to offset any counterclaims against claims of ClickTime GmbH.

Both contracting parties may terminate the contractual relationship by giving three months' written notice to the end of a quarter.

8.1 After termination of the contractual relationship, the data will be deleted 3 months after expiry of the contract.

9.1 ClickTime GmbH shall treat as confidential any data designated as confidential which relates to the business area of the contractual partner and which is made available to it in the context of the provision of the services. It undertakes to also oblige third parties consulted to maintain confidentiality. However, the duty of confidentiality does not apply to data that is generally accessible or already known to ClickTime GmbH, nor to data that is brought to ClickTime GmbH's attention independently outside of the contract or that is lawfully acquired from third parties. ClickTime GmbH is entitled to transmit data related to the contractual partner (name and address, goods purchased, etc.) to the manufacturer, possibly also abroad.

9.2 ClickTime GmbH adequately protects the sensitive data entrusted to it against access by unauthorised third parties in accordance with the respective available standards.

10.1 Should individual parts of these provisions be or become invalid, the validity of the remaining provisions shall remain unaffected. In such a case, the contracting parties shall replace invalid provisions with provisions that come as close as possible to the invalid provisions in terms of their economic purpose.

10.2 The legal relationship with ClickTime GmbH shall be governed exclusively by German law. The application of the United Nations Convention on Contracts for the International Sale of Goods ("Vienna Sales Convention") is excluded.

10.3 The place of jurisdiction is Baden-Baden as the registered office of ClickTime GmbH. ClickTime GmbH reserves the right to take legal action against the contractual partner at the latter's domicile or at another competent court.