Terms and conditions

This English version is provided for information only. Only the German version of these terms is legally binding.

§ 1 Scope and customers

(1) These terms apply to all contracts for the use of the web application Tiveo between Sven Brunn Mediasolutions, owner Sven Brunn, Stephanusstraße 29, 41472 Neuss, Germany (“we”) and the customer. (2) We contract exclusively with businesses (Unternehmer) within the meaning of § 14 BGB (German Civil Code), that is natural or legal persons and partnerships with legal capacity acting in the exercise of their trade, business or profession when concluding the contract. No contract is concluded with consumers (§ 13 BGB). Anyone who creates a company in Tiveo expressly confirms in doing so that the customer is acting as a business (§ 3(2)). We may ask for proof of this, such as a commercial register extract, a trade registration or a VAT identification number. (3) Conflicting or supplementary terms and conditions of the customer do not apply, even if we do not expressly object to them. Individual agreements take precedence over these terms. (4) These terms can be accessed at any time at tiveo.de/en/agb/ and can be saved and printed there. We send earlier versions in text form on request.

§ 2 Definitions

A company within the meaning of these terms is an area created in Tiveo, separate from others, with its own users, settings and data. The customer is the business for which it has been created. There is a separate contract under these terms for each company. Users are the people to whom the customer gives access to its company through an account of their own. The owner is the user with the role “owner”. Only the owner can book, change and cancel plans and end the company for the customer in the application, and the owner can transfer the role to another user. Administrators see the plan and invoices but can neither book nor cancel. Seats are the people the customer manages in Tiveo as employees, the owner included, with or without an account of their own and whether invited or not. No seat is taken up by people from the day after they leave, people marked as dormant in Tiveo, future employees before the day they start, sample people provided by us, or access the customer grants to our support. The billing period is the period of one month or one year for which a paid plan is paid in advance. Text form means a legible declaration on a durable medium, for example an email (§ 126b BGB).

§ 3 Conclusion of contract

(1) The presentation of plans on tiveo.de is not a binding offer. (2) The contract for the free plan is concluded when the customer, after registering, creates a company in the application. The person creating it acts on the customer’s behalf and expressly confirms that the customer is acting as a business and accepts these terms in the version then in force; without this confirmation no company can be created. The company is then ready for use immediately. If a company was created before the application asked for this confirmation, the application asks the owner, by way of a notice, to give it; once confirmed, these terms also apply to the existing contract. (3) The owner books a paid plan in the application: they choose the plan and billing interval and complete the order on the payment page of our payment service provider Stripe. The customer thereby makes a binding offer. We accept it by activating the plan, which then appears in the application under “License”. If we reject an offer, for example because there are doubts about the customer’s business status, we refund any amounts already collected. (4) A user account alone does not create a contract under these terms. Users invited by the customer do not become contracting parties; they use Tiveo within the customer’s contract. (5) For more than 100 seats and for different terms, we can make an individual agreement in text form on request. Unless agreed otherwise, a plan agreed in this way is not billed through Stripe; changes and cancellation are then declared by both sides in text form. (6) § 312i(1) sentence 1 nos. 1 to 3 and sentence 2 BGB do not apply.

§ 4 Services

(1) Tiveo is a web application for planning and managing leave and other absences, including requests and approvals, leave accounts, reports, and public and school holidays for Germany, Austria and Switzerland. We provide Tiveo over the internet for use in the browser; we do not supply software for installation. To use it, the customer needs an internet connection and a current browser. (2) The services included in a plan are set out in the table of plans at tiveo.de/en/preise/ in the version in force at the time of booking or of the change of plan or billing interval. Anything marked there as not included in a plan is not owed in that plan, even if it should be technically accessible. (3) The free plan includes up to five seats, costs nothing and requires no payment method. It has no fixed term and does not turn into a paid plan by itself, not even after a trial month (§ 5a). We can change or end it under § 8(7) and (8). Which features it includes follows from paragraph 2; in it, Tiveo sends emails to employees only for invitations and join requests. (4) Tiveo calculates leave entitlements, carry-overs, payouts, public holidays and the expiry of remaining leave according to the customer’s settings and general statutory rules. Tiveo takes into account special rules under collective agreements, company rules or individual employment contracts only insofar as the customer sets them up. The results and the legal notes in the application are aids; they are not legal advice and do not replace legal review. The customer checks the results on its own responsibility before relying on them, for example before a payout, before remaining leave expires or before a notice to employees. Responsibility for employment-law decisions remains with the customer. (5) Tiveo sends notices to employees, for example about the impending expiry of remaining leave, in the plans that include this under paragraph 2, by email on the customer’s behalf as an additional aid, and only to users with a correct email address. The customer has no entitlement to a notice being sent or received. In particular, no notices are received by people who are only planned in the calendar, whose invitation has not yet been accepted, or who are listed in Tiveo as on hold or as having left. A notice about expiry is received only by those whose remaining leave would expire, according to the customer’s settings, at the time of sending. For each person, the application shows when Tiveo last handed over a notice for sending, but not whether it was received. The obligation to inform employees in good time of the impending expiry remains with the customer as the employer. The customer checks in good time, at the latest three months before each cut-off date, whether notices have been sent, and gives any missing ones itself. (6) Tiveo obtains school holidays from a public data source and shows them for as long as that source provides them. The official announcement is authoritative. (7) We continue to develop Tiveo and may change the application insofar as this is reasonable for the customer, in particular if the change serves technical development or security, is necessary because of changes in legislation, case law or regulatory requirements, or becomes necessary because a third-party service on which Tiveo depends changes or ceases to exist. If, in doing so, we restrict the scope of services of a paid plan more than insignificantly, we announce this in text form at least six weeks in advance; if the change is necessary earlier for reasons of security or law, as soon as possible. The customer may then cancel the plan with immediate effect, namely until the change takes effect, but in any event for at least six weeks after receipt of our notice; we refund fees paid in advance for the period after that on a pro-rata basis. If we change calculation rules, displayed values for past and current years may also change. (8) Functions expressly marked as “Beta” in the application are voluntary additional services. They are not part of the scope of services owed, and we can change or discontinue them at any time. (9) Other information on tiveo.de, for example plan cards, explanations and answers to frequently asked questions, as well as descriptions on our status page and in the application, is not part of the service description; it does not constitute guarantees or warranted characteristics within the meaning of § 536(2) BGB. We only give a guarantee if we expressly designate it as such in text form. (10) We use service providers for operation, for example for hosting, email delivery, payment processing and protection against automated access. Which of them process personal data on our behalf is governed by the data processing agreement.

§ 5 Seats and plan limit

(1) Every plan has a maximum number of seats. The application shows how many seats are in use under “License”. (2) When the number of seats in use approaches or exceeds the limit, we notify the owner and administrators by email. When people are added, imported or invited, the application shows which plan is needed at least. (3) If the customer manages more employees than its plan covers, it cannot add or invite further employees and cannot enter or request new absences until the limit is complied with again, for example after switching to a larger plan (§ 8(3)) or during the trial month (§ 5a). Existing access and entries remain usable; importing employees and absences remains possible subject to paragraph 4. Nothing is charged retroactively. (4) If the limit remains exceeded for more than 30 days, we may ask the customer in text form to choose a suitable plan or to free up seats. If this does not happen within 30 days, we may prevent further seats from being taken up, for example through new invitations, join codes, join requests, self-registration via a verified domain, adding or importing further employees or reinstating dormant employees or employees who have left, until the limit is complied with again. Existing access remains unaffected by this. Our right of termination under § 8 remains unaffected.

§ 5a Trial month

(1) The customer can use any paid plan that it can book itself in the application free of charge for one month (trial month). Each company and each owner is entitled to the trial month only once; a further company of the same owner does not receive one. It requires no payment method. We may also grant a trial month voluntarily, for example when we change the scope of the free plan (§ 8(8)); we unlock such a trial month ourselves. (2) The owner starts the trial month in the application under “License”, after confirming the current version of these terms. No trial month is possible alongside a running paid plan. During the trial month the owner can switch to another plan under paragraph 1; this does not extend the trial month. (3) The trial month ends when one month has passed, when a paid plan is booked or, if the owner ends it earlier, when it is ended. It does not turn into a paid plan by itself. Afterwards the plan that applied before the trial month applies again; no data is deleted or blocked as a result. If the customer then uses more seats than this plan includes, § 5 applies. (4) Seven days and one day before the end we notify the owner and administrators by email. The customer has no claim to a notice being sent or received. (5) During the trial month the services of the chosen plan apply; for liability § 17(4) applies as in the free plan. The trial month does not give rise to a claim to email support (§ 12). (6) We may discontinue the offer of the trial month for the future. A trial month that has started runs to its end.

§ 6 Prices and VAT

(1) The net prices stated in the table of plans at tiveo.de/en/preise/ at the time of booking or of the change of plan or billing interval apply. (2) All prices are net prices. VAT is added at the applicable statutory rate where it is payable. As long as we apply the small-business exemption under § 19 UStG (German VAT Act), none is payable, and our invoices show none. (3) If we owe VAT on our services because the conditions of the small-business exemption no longer apply, we charge it on all fees for which we owe it, even insofar as they have been paid in advance. If we voluntarily waive the small-business exemption, we charge VAT only on fees for billing periods that begin at least six weeks after our notice. We give notice of the changeover in text form as soon as it has been determined. The customer may cancel the paid plan with immediate effect within one month of receiving this notice; we refund fees paid in advance for the period after that on a pro-rata basis. (4) We increase the price of a booked plan no earlier than twelve months after booking and thereafter at most once within twelve months. An increase applies from the start of a billing period. We announce it in text form at least six weeks in advance and point out the customer’s right to cancel. The customer may cancel the plan, up until the increase takes effect, as of that date; the company then continues on the free plan. VAT under paragraph 3 is not an increase in this sense. If the customer changes plan or billing interval or books again after an interruption, the price at the time of the change or booking applies, and the twelve-month period starts again. (5) Promotion codes apply only under the conditions on which we issue them; unless stated otherwise, a code applies only once per customer. They cannot be paid out. (6) If, under the law of the country where the customer is established, the customer itself owes tax on our services, for example under the reverse-charge procedure, the customer pays it itself.

§ 7 Payment and invoices

(1) Paid plans are billed monthly or annually in advance, according to the billing interval chosen when booking. The fee is due at the start of each billing period. (2) Payment is processed by Stripe. The payment methods offered on the payment page are available. The fee is collected at the start of each billing period using the stored payment method. The owner changes the payment method in the customer portal, which they open in the application under “License”. (3) We issue invoices electronically. The owner and administrators can retrieve them in the application under “License”. (4) If a payment fails, we notify the owner and administrators by email. The plan initially remains in place, and Stripe may retry the payment. If the attempts remain unsuccessful, the paid plan ends and the company continues on the free plan. Nothing is blocked or deleted. Our claim to fees already due remains unaffected. (5) If the customer reverses a legitimate payment or a direct debit is not honoured for a reason for which the customer is responsible, the customer reimburses us for the fees incurred as a result. The customer may prove that no costs or lower costs were incurred. Our claim to the fee remains in place.

§ 8 Term, plan changes and cancellation

(1) The contract runs for an indefinite period. (2) A paid plan runs for the chosen billing period and renews for a further period unless it is cancelled as of the end of the current one. There is no minimum term beyond that. (3) The owner changes plan and billing interval in the application. Before completion, a Stripe confirmation page shows the change and its effect on the price, for example a pro-rata adjustment; what the owner confirms there applies. The customer moves to the free plan by cancelling the paid plan. (4) The customer can cancel the paid plan at any time as of the end of the current billing period, that is, for annual billing, as of the end of the paid year. Cancellation is declared by the owner in the customer portal or by the customer in text form, for example by email to info@tiveo.de. If there is doubt whether a person may represent the customer, we may ask for confirmation. We confirm receipt of the cancellation to the owner and administrators by email. (5) Until the end of the billing period, the plan continues unchanged; until then, the customer can withdraw the cancellation, in the customer portal or in text form. After that, the company continues on the free plan with all its data; this does not end the contract. In the case of a cancellation under paragraph 4, we do not refund fees for the current billing period. (6) The customer can terminate the contract as a whole at any time, in text form or by the owner ending the company in the application. In the case of termination in text form, the contract ends at the end of the current billing period if a paid plan is running, otherwise when the notice of termination is received. This also applies if the customer asks for its data to be deleted at the same time; if it expressly demands that the contract end immediately, § 13(5)(c) applies. If the owner ends the company in the application, this is a demand under § 13(5)(c): the contract ends immediately, and § 13(8) applies to fees already paid. In the application, this is only possible if no paid plan is running or it has been cancelled. What then happens to the data is governed by § 14. (7) We may terminate the contract by ordinary notice in text form, with three months’ notice to the end of a calendar month if a paid plan is running, otherwise with one month’s notice to the end of a calendar month. With the same notice periods, we may cancel only the paid plan instead of the contract; the company then continues on the free plan. This also applies during an annual billing period and also if we no longer offer Tiveo or a plan. We refund fees paid in advance for the period after the termination takes effect on a pro-rata basis. After the end of the contract, § 14 applies; § 13(9) applies to a demand under § 13(5). (8) We may change the scope of the free plan, for example the number of seats or the functions included, one month after announcing the change in text form. If a change is necessary earlier for reasons of security or law, we give notice of it as soon as possible. The customer may then book a paid plan or terminate the contract. (9) As long as Sven Brunn operates Tiveo himself or as managing director of an entity in which he holds an interest, the following applies: if he dies or is expected to be unable to operate Tiveo for health reasons for more than three months, we, our legal successors or a person authorised by us may, by way of derogation from paragraph 7, terminate the contract in text form with one month’s notice to the end of a calendar month. Paragraph 7, sentence 4, § 13(9) and § 14 apply. (10) The right of either party to terminate without notice for good cause remains unaffected. Good cause exists for us in particular if the confirmation of business status is incorrect or the customer does not provide requested proof within two weeks, or if the customer or its users seriously misuse Tiveo despite a warning. No warning is required if the security of Tiveo or other customers’ data is seriously at risk.

§ 9 Customer obligations

(1) The customer is responsible for the data that it and its users process in Tiveo. In particular, it ensures that there is a legal basis for processing its employees’ data (Articles 6 and 9 GDPR and the rules on employee data protection), above all for health data such as sickness absences and certificates of incapacity for work, and that employees are informed in accordance with Articles 13 and 14 GDPR. (2) Where there is a works council, the customer respects its co-determination rights before and during use, in particular under § 87(1) no. 5 BetrVG (German Works Constitution Act) on leave principles and the leave schedule and under § 87(1) no. 6 BetrVG on technical systems capable of monitoring employees’ conduct or performance. For staff councils and for establishments outside Germany, the corresponding rules apply. (3) The customer keeps access credentials confidential and obliges its users to do the same. It assigns roles and rights in Tiveo with care and informs us without delay of any suspected misuse of its access. (4) The customer does not use Tiveo unlawfully. In particular, it does not attack the security or availability of Tiveo, does not circumvent protective measures and does not access Tiveo automatically to an extent that impairs operation. (5) The customer is responsible for its users complying with the obligations in paragraphs 3 and 4. (6) The customer provides accurate information and keeps it up to date. It ensures that the owner is authorised to represent it and can be reached at the owner’s email address stored in Tiveo. (7) If the customer verifies an email domain so that employees can register themselves, it ensures that it is entitled to the domain and determines who may join. If there are doubts about its entitlement, we may revoke the verification. (8) The customer additionally backs up the data that matters to it itself, at least monthly using the application’s export functions (§ 13(1) sentence 1), and also keeps certificates and other files that it uploads to Tiveo outside Tiveo. If it fails to do so, this may be taken into account as contributory negligence in the event of data loss. The customer itself fulfils retention obligations that apply to it, for example under commercial, tax or employment law; Tiveo is not an archive for this purpose. (9) The customer indemnifies us against claims by third parties, in particular its employees, including reasonable costs of legal defence, insofar as these are based on a breach of its obligations under paragraphs 1, 2, 4, 5 or 7 for which it is responsible. The same applies insofar as they are based on an incorrect confirmation of business status for which the customer is responsible. We inform the customer without delay of any such claim, do not acknowledge it without the customer’s consent and give the customer the opportunity to defend against it.

§ 10 Data protection and data processing

(1) The customer is the controller for its employees’ data; we are the processor. Insofar as the customer processes personal data through Tiveo, the data processing agreement under Article 28 GDPR in the version published at tiveo.de/en/avv/ when the contract is concluded forms part of the contract. The owner can additionally conclude it expressly in the application; a newer version applies as soon as the owner concludes it there. If the data processing agreement is incorporated through these terms, its placeholders are replaced by the company’s details stored in Tiveo, and notifications under its § 8 go to the owner and the administrators at their email addresses stored in Tiveo until the customer names a different recipient to us in text form. (2) If these terms and the data processing agreement conflict with regard to data protection obligations, the data processing agreement prevails. Even then, the liability of the parties to each other is governed by § 17. Periods for termination, for the discontinuation of the service and for the announcement of maintenance work are governed solely by these terms, even insofar as the data processing agreement or the technical and organisational measures (Annex 2 of the data processing agreement) state different ones. For export, switching providers and deletion after the end of the contract, §§ 13 and 14 apply together with § 11 of the data processing agreement. If we terminate under § 6(3) of the data processing agreement because the customer has objected to a new sub-processor, the notice period stated there applies, and this contract ends together with the data processing agreement; § 8(7), sentence 4, and § 13(9) apply. (3) How we process the data for which we are ourselves responsible as the customer’s contracting party, for example the owner’s contact details and billing data, is described in the privacy policy at tiveo.de/en/datenschutz/. (4) Through the application, we gain insight into the customer’s data for support purposes if the customer grants it there, and for set-up and assistance through the set-up access under § 10(4) of the data processing agreement. Details, including the administrative access that is technically necessary, are set out in § 10 of the data processing agreement.

§ 11 Availability, maintenance and backups

(1) We do not guarantee a specific availability, for example as a percentage. We are not responsible for disruptions outside our sphere of influence, for example in the customer’s internet access or equipment or in networks operated neither by us nor by our service providers. (2) As a rule, we announce planned maintenance at least 72 hours in advance by email to the owner and administrators and schedule it outside normal working hours where possible. We may also carry out urgent work, for example to close a security gap, at short notice. Restrictions due to announced maintenance work totalling up to eight hours per calendar month are in accordance with the contract. (3) The customer reports disruptions to us without delay, preferably by email to info@tiveo.de. (4) For as long as and insofar as we are prevented from performing by events outside our sphere of influence and that of our service providers which we cannot avert even with reasonable care, for example natural events, war, official orders or widespread failures of public power or communication networks, our performance obligations affected by them are suspended. The customer’s rights in respect of defects, in particular price reduction, remain unaffected. If the impediment lasts longer than four weeks, either party may cancel the paid plan without notice; we refund fees paid in advance for the period after that on a pro-rata basis. § 8(10) remains unaffected. (5) We make backup copies of the database. We mirror uploaded files, such as certificates, profile pictures and logos; the mirror only reflects the latest state. We do not guarantee frequency or recovery time. We delete backup copies no later than 90 days after they were made. If we have to restore a backup, we delete the data of ended contracts contained in it again without delay.

§ 12 Support

(1) In the paid plans, the customer receives support by email at info@tiveo.de for questions about use and in the event of disruptions. We aim to answer requests within 24 hours, Monday to Friday except public holidays in North Rhine-Westphalia. We do not guarantee a response or resolution time. Legal advice, setting up the company and maintaining data for the customer are not part of support. (2) The free plan includes no entitlement to email support. We accept reports of disruptions and security problems from all customers, as well as feedback through the feedback function in the application; feedback does not create any entitlement to a reply or to implementation. (3) We provide support with data export and switching providers under § 13 in all plans.

§ 13 Data export and switching providers

(1) While the contract runs, the customer can download data using the application’s export functions, for example as CSV files, and can print the print view or save it as a PDF. In addition, on request in text form, in every plan and free of charge, we provide the customer with a full export of all exportable data under paragraph 3; it contains the uploaded files in their original format and the other data in a structured, commonly used and machine-readable format (JSON or CSV, UTF-8). We provide it without delay, at the latest 30 days after the request. Outside a transition period (paragraph 6), a suspension (§ 16(3)) and the retrieval period (§ 14(2)), the customer can request the full export at most once per calendar quarter. If we offer the full export in the application, the owner can retrieve it there themselves at any time; outside the periods mentioned in sentence 4, we then do not additionally provide it manually. If the customer so wishes, we provide it to a recipient named by the customer, for example a new provider; the contract continues unchanged in the meantime. (2) Which export routes and formats exist, how the exportable data is structured, which standards we use for this, which limitations we are aware of and how long a switch is expected to take are described in a register at tiveo.de/en/datenexport/, which we keep up to date. (3) All data that the customer and its users enter or upload in Tiveo or generate through their use of it, including the associated metadata, is exportable, with the exception of the data listed in paragraph 4. It is divided exhaustively into the following categories: (a) the company with its details, settings, logo, legend, locations and verified domains; (b) organisational units, managers, roles, invitations, join codes and join requests; (c) the people with the data listed in Annex 1 of the data processing agreement, in particular working patterns, entitlements, leave accounts, carry-overs and corrections; (d) absence types, absences and requests with approval history, comments and stand-ins, as well as special leave; (e) rules such as approval paths, minimum staffing, leave freezes, company closures, days off and planning releases; (f) certificates and other uploaded files; (g) cases of return-to-work management (betriebliches Eingliederungsmanagement); (h) the audit log, support access grants and imports; (i) notifications with the time and result of sending, notification settings and calendar subscriptions without their keys; (j) the acceptances of these terms and of the data processing agreement, plan and payments; (k) all other data that the customer or its users enter or upload in Tiveo or generate through their use of it. We do not hold any other digital assets of the customer. (4) Only the following are not exported: passwords and their hash values, session, access, invitation, decision and calendar keys and other security credentials; logs and data that we keep for the operation and protection of the platform, for example our platform log, the delivery log of account emails for sign-in and password and data for defending against automated access; messages to us, including via the feedback function, for example support requests and feedback; program code, internal database structures and configurations of Tiveo, insofar as the register under paragraph 2 does not contain them; data that does not originate from the customer, for example general public holiday and school holiday data. These exceptions do not impede a switch. (5) The customer can demand at any time and without observing a notice period (a) to switch to another provider, (b) to transfer its data to its own systems or (c) to have its data deleted without switching. The customer makes the demand in text form, for example by email to info@tiveo.de; in case (a), it names the new provider insofar as this is necessary for the transfer. The owner can also make the demand under (c) in the application by ending the company (§ 8(6)). A request for a full export under paragraph 1 is not such a demand, even if the export is to go to a new provider; if it is unclear what the customer wants, we ask. We confirm receipt by email to the sender and to the owner, pointing out the consequences under paragraphs 7 and 8. If there are doubts as to whether a request under paragraph 1 or a demand under this paragraph comes from the customer, or if the full export is to go to a third party or to an email address other than the owner’s email address stored in Tiveo, or if data is to be deleted, we may first ask for confirmation from that email address or for proof that the person making the declaration is authorised to represent the customer; the request or demand is then only deemed to have been made upon receipt of the confirmation or proof. (6) Upon receipt of a demand under paragraph 5(a) or (b), a transition period of 30 calendar days begins. During this time, the contract continues on the previous plan; we provide the full export, support the customer and third parties engaged by it by email to a reasonable extent, inform about risks known to us to the uninterrupted provision of the service and maintain the agreed level of security, also in the subsequent retrieval period. The customer can extend the transition period once by naming a later date to us in text form before it expires. (7) The contract ends as soon as the switch or the transfer is completed. Either is deemed completed when the customer confirms it, otherwise upon expiry of the transition period, but no earlier than 14 calendar days after we have provided the full export. If, before the transition period expires, the customer informs us in text form which data under paragraph 3 is missing from or incorrect in the full export, the transition period is extended until 14 calendar days after we have provided or corrected that data; this does not apply insofar as the data named is contained completely and correctly or is not exported under paragraph 4. In the case of a demand under paragraph 5(c), the contract ends upon receipt of the demand. We confirm the end of the contract by email; after that, § 14 applies. (8) We do not charge any fees for the full export, the switch or the support under this section. Until the end of the contract, plan and fees remain unchanged. If the contract ends under paragraph 7 during a paid billing period, we refund nothing for monthly billing. For annual billing, we retain one tenth of the annual fee paid for that billing period for each month of it that has begun, in total no more than the annual fee, and refund the remainder; the customer does not have to pay anything extra. We do not owe the conversion of the data for another system or its import into it. (9) If we terminate the contract, we point out the rights under this section in the notice of termination. The customer can make a demand under paragraph 5 until our termination takes effect; if we ask for confirmation or proof under paragraph 5, it is sufficient that the demand is received by then and the confirmation or proof follows within two weeks of our query. The transition period is then carried out in accordance with paragraphs 6 and 7, even if it only begins or ends after the termination date; the contract continues until it ends under paragraph 7. However, an extension under paragraph 6, sentence 3 then extends no further than three months after our termination takes effect, and after a termination under § 8(9) no further than one month thereafter. Until the end of the contract, plan and fees remain unchanged; by way of derogation from paragraph 8, sentences 3 and 4, we refund fees paid in advance for the period after the end of the contract on a pro-rata basis. After a termination for good cause, § 16 remains unaffected. (10) Where Tiveo’s technical infrastructure is located, which law it is subject to and how we protect data against unlawful access by government authorities of third countries is described at tiveo.de/en/sicherheit/. Mandatory rights of the customer under Regulation (EU) 2023/2854 (Data Act) remain unaffected.

§ 14 End of contract and deletion

(1) Cancelling a paid plan does not end the contract; the company continues on the free plan with all its data (§ 8(5)). (2) When the contract ends, for whatever reason, a retrieval period of 30 days begins. During this time, access remains in place so that the customer can export its data; we may restrict it to reading and export. The customer can also request the full export under § 13(1) during this time. We inform the owner and administrators by email of the date from which data will be deleted. If the customer ended the contract itself, it can continue the contract until then; the owner can do this in the application. The contract then continues on the free plan; a billing period already paid for continues on the previous plan until its end, unless we have refunded or must refund fees for it, for example under § 13(8) or § 19(2). The customer cannot withdraw a termination by us; a continuation leaves our termination unaffected and is excluded after its effective date, even if the contract only ends later under § 13(9). The fact that access remains in place during the retrieval period and that the customer continues to use Tiveo during this time does not extend the contract; the statutory rule under which a rental relationship is tacitly extended by continued use (§ 545 BGB) does not apply. If we discontinue Tiveo altogether, we may, also by way of derogation from § 11(1) of the data processing agreement and its Annexes 2 and 4, replace access during the retrieval period by providing the owner with the full export under § 13(1) for download; it remains available for at least 30 calendar days from its provision, and the retrieval period does not end before then. § 16 remains unaffected. (3) After the retrieval period has expired, we delete the company with all exportable data (§ 13(3)), unless paragraph 4 provides otherwise, including uploaded files, and the user accounts that then no longer belong to any company, without delay and no later than 30 days after the retrieval period has expired. If the customer has requested a full export, we delete no earlier than 14 calendar days after we have provided it; the period under sentence 1 then does not end before 30 days after the provision. This also applies if the request is received before the retrieval period expires and a confirmation or proof requested under § 13(5) follows only afterwards, but within two weeks of our query. If the customer so wishes, we delete earlier. We confirm the deletion in text form on request. (4) Only the following are retained: data that we are required by law to retain, for example invoices; as proof of deletion, the name and identifier of the company, the reason for and date of the ending and the number of records deleted; as our proof of the terms on which the contract existed and how it ended, until the end of the third calendar year after the end of the contract and, in the event of legal proceedings then pending, until their conclusion: which versions of these terms and of the data processing agreement the customer accepted and when, with their checksum, and the confirmation of business status, in each case with the name and email address of the person who confirmed on the customer’s behalf, as well as the declarations by which, for the customer, the contract or a plan was cancelled, a cancellation was withdrawn, an amendment was objected to, the contract was ended or continued or a demand under § 13(5) was made, with the person making the declaration and the time, and the confirmations and proof under § 8(4) and § 13(5), and also our notices and terminations to the customer under these terms with recipient and time of sending, but not notices to employees under § 4(5); without any link to the company, the entries in our platform log and the feedback that users have sent us through the feedback function, as described in the privacy policy. We do not restore deleted data from backup copies for the customer; it is deleted together with the respective backup (§ 11(5)).

§ 15 Rights of use

(1) For the term of the contract, the customer receives the simple, non-transferable right to use Tiveo for its own business purposes and to give its users access. It uses Tiveo to plan the absences of the people working for it; for another business, including an entity affiliated with it, a separate company is created in Tiveo whose customer is that business. Making Tiveo available to third parties, for example by renting it out, is not permitted. (2) The rights to the data that the customer and its users enter in Tiveo remain with the customer. We use it only to perform the contract and the data processing agreement. (3) We may use suggestions and feedback on Tiveo free of charge and without restriction. (4) All other rights in Tiveo remain with us.

§ 16 Suspension

(1) We may temporarily suspend access to a company if there are concrete indications of unlawful or abusive use, if the security of Tiveo or other customers’ data is at risk, or if an authority or court orders it. We choose the mildest effective means, inform the customer in advance where possible and permitted, and lift the suspension as soon as its reason no longer applies. (2) If the customer is responsible for the reason for the suspension, it remains obliged to pay the fees. (3) During a suspension, we provide the customer with a full export under § 13(1) on request, insofar as the reason for the suspension does not preclude this.

§ 17 Liability

(1) We are liable without limitation for intent and gross negligence, for injury to life, body or health, for fraudulently concealed defects, under a guarantee we have given and under the German Product Liability Act. (2) For simple negligence, we are liable only for breach of essential contractual obligations, meaning obligations whose fulfilment makes the proper performance of the contract possible in the first place and on whose fulfilment the customer may regularly rely. Liability is then limited to the damage that was foreseeable and typical for this type of contract when it was concluded. We do not compensate lost profit in these cases. (3) In the cases under paragraph 2, our liability is also limited to the fees the customer paid us in the twelve months before the loss event, but no more than the fees for one year of the plan the customer had booked at the time of the loss event: for annual billing, the annual fee; for monthly billing, twelve times the monthly fee. This amount applies to all loss events in a contract year together. (4) In the free plan, we are liable only under paragraph 1. (5) In the case of simple negligence, we are liable for loss of data only in the amount of the effort that would have been necessary to restore it from backups of the kind the customer has to make under § 9(8). (6) Strict liability for defects that already exist when the contract is concluded (§ 536a(1), first alternative, BGB) is excluded. (7) Claims of data subjects under Article 82 GDPR remain unaffected. As between the customer and us, this section also applies to claims under the data processing agreement. Paragraphs 1 to 6 and 8 apply to the customer’s recourse claim against us under Article 82(5) GDPR. (8) The customer’s claims in respect of defects, including repayment of fees due to price reduction, and its claims for damages or reimbursement of expenses become time-barred one year after the statutory start of the limitation period. This does not apply in the cases under paragraph 1; the statutory periods apply there. (9) These rules also apply to the personal liability of the people we engage to perform the contract.

§ 18 Changes to these terms

(1) We may amend these terms with effect for the future if the amendment (a) is necessary because of changes in legislation, changes in case law or regulatory requirements, (b) closes a gap in the rules that has arisen after conclusion of the contract or replaces an invalid provision, (c) adds rules for new, optional functions or (d) adapts processes such as contact channels to changed technical circumstances, and if it does not unreasonably disadvantage the customer. (2) We do not use this procedure to change the following to the customer’s disadvantage: prices and billing interval, the scope of services of a booked plan, terms and notice periods, and §§ 13, 14, 17 and 20(2). Such an amendment of these terms applies only if the customer expressly agrees to it (paragraph 4, sentence 4). Our rights under other provisions, for example under § 4(7) and (8), § 5(4), § 6(3) and (4) and § 8(7) to (9), remain unaffected; exercising them is not an amendment of these terms. (3) We notify the customer of the amendment in text form at least six weeks before it takes effect, together with the amended version, an overview of the changes and a note on the customer’s right to object and the consequences of remaining silent. (4) If the customer does not object in text form before the amendment takes effect, the amendment is deemed accepted. If the customer objects, the contract continues on the previous terms; we may then terminate it under § 8(7). The customer’s own right to terminate remains unaffected. If the customer expressly confirms the amended version beforehand, for example in the application, it applies to the customer from the time of confirmation.

§ 19 Transfer of the contract

(1) We may transfer the contract, including the data processing agreement, as a whole to a third party that takes over and continues Tiveo, in particular to an entity in which Sven Brunn holds an interest. The customer hereby consents to this in advance. (2) We give notice of the transfer in text form at least three months in advance, stating the name and address of the transferee and any changes to the place of processing, sub-processors or technical and organisational measures. The customer may terminate the contract in text form within three weeks of receiving the notice; the contract then ends 30 days after receipt of the termination, and we refund fees paid in advance for the period after that on a pro-rata basis. In this case, we provide the customer with the full export under § 13(1) without a separate request by the end of the contract at the latest. We provide a full export that the customer requests up to five weeks before the transfer within the period under § 13(1), sentence 3, but no later than three weeks before the transfer; by way of derogation from § 14(2), sentence 3, the customer can request it during the retrieval period only until then. Otherwise, § 14 applies to the customer’s data; we delete it before the transfer takes effect, and it does not pass to the transferee. We do not hand over backup copies that still contain the customer’s data but delete them at the latest upon the transfer. If the retrieval period under § 14(2) extends beyond the day before the transfer because the customer has demanded a switch or transfer under § 13(5)(a) or (b), its contract and our obligations under § 14 pass to the transferee with the transfer. (3) Universal succession, for example under the German Transformation Act (Umwandlungsgesetz) or upon inheritance, remains unaffected. (4) The customer may transfer rights under this contract to third parties only with our consent. § 354a HGB (German Commercial Code) remains unaffected.

§ 20 Final provisions

(1) The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods. (2) If the customer is a merchant (Kaufmann), a legal entity under public law or a special fund under public law, or has no general place of jurisdiction in Germany, the exclusive place of jurisdiction for all disputes arising from this contract is our registered place of business in Neuss. We may also sue the customer at its general place of jurisdiction. Mandatory statutory places of jurisdiction remain unaffected. (3) The language of the contract is German. Translations of these terms are for information only. (4) Declarations under this contract may be made in text form. We send them to the owner’s email address; the customer can reach us at info@tiveo.de. (5) If a provision of these terms is invalid, the remainder of the contract remains valid.