Responsible company:
HR-Autopilot GmbH
Im Grasfeld 8
50354 Hürth
These General Terms and Conditions (hereinafter “GTC”), including Parts A, B, and C, are concluded between the consenting companies (hereinafter also referred to as “Customer”) and HR-Autopilot GmbH (hereinafter also referred to as “HR-Autopilot” or “Provider”), Hohe Straße 69-71, 50667 Köln. For reasons of better readability, the simultaneous use of male, female, and diverse (m/f/d) forms of address is omitted. All personal designations apply equally to all genders.
Offers from HR-Autopilot are binding for the duration specified in the respective offer and contain all contract conditions (including reference to these GTC). A contract between HR-Autopilot and the Customer is concluded when the Customer accepts the offer from HR-Autopilot or places an order with reference to the respective offer. These GTC supplement and are a binding part of the offers (offers and GTC together forming the “Contract”).
In case of contradictions between the provisions of the offer and the provisions of these GTC, the provisions of the offer shall prevail. Conflicting terms and conditions of the Customer or terms and conditions deviating from these GTC are expressly not recognized, unless HR-Autopilot expressly agrees to their validity in writing.
This also applies if the Customer accepts or orders an offer from HR-Autopilot with reference to its own deviating contract terms and HR-Autopilot does not object. Even if HR-Autopilot refers to a document (including orders or service requests) that contains or refers to the Customer’s or a third party’s terms and conditions, this does not imply consent to the validity of those terms and conditions. The inclusion of such Customer terms and conditions is hereby objected to.
No employment or other dependent relationship exists between the parties; in particular, employees and other vicarious agents of one party are not subject to the instructions of the other party. An exception applies only insofar as it results from a data processing agreement concluded between the parties in accordance with applicable data protection law.
HR-Autopilot and the Customer act as independent companies.
These General Terms and Conditions apply to all contracts and service relationships between HR-Autopilot and the Customer arising from the use of the Software-as-a-Service products (hereinafter “SaaS Products”) provided by the Provider. These GTC apply exclusively to entrepreneurs, legal entities under public law, or special funds under public law within the meaning of § 14 BGB (German Civil Code). The use of the SaaS Products is intended exclusively for business purposes.
The scope of these GTC includes all currently offered and future versions of the SaaS Products, including all updates, upgrades, and changes. The GTC, in their respective valid version, also apply as a framework agreement for future contracts regarding the use of the SaaS Products, without the need for repeated reference to them in each individual case.
HR-Autopilot offers various Software-as-a-Service solutions related to the HR-Autopilot web platform (hereinafter “Internet Platform”) as well as interface and integration technology for digital HR processes. The following applies: For the “HR-Autopilot” product, the following applies:
For the product “HR-Autopilot Hosting”, the following applies:
The Customer receives a simple, non-exclusive, and geographically unrestricted right to use the software in the state agreed upon at the time of contract conclusion. The right of use is limited in time to the duration of the contract and also includes the use of new available versions.
The right of use applies to the Customer and all affiliated companies within the meaning of §§ 15 et seq. AktG (German Stock Corporation Act). This does not include an independent authorization for sublicensing or other transfer of the Customer’s rights of use. This right of use ends if the conditions for majority participation no longer exist for the group company.
The Customer is not entitled to exhibit, publicly reproduce, in particular make publicly accessible, edit, translate, decompile, or otherwise modify the software. The Customer’s rights under §§ 69d para. 3, 69e UrhG (German Copyright Act) remain unaffected.
HR-Autopilot is entitled to use the software, including new versions, as well as general know-how, experience, methods, and procedures developed in connection with the contract, elsewhere.
The software includes components licensed under open source licenses.
The use of these open source components is exclusively subject to the terms of their respective licenses. These licenses include, but are not limited to, GNU General Public License (GPL), Apache License 2.0, MIT License, and BSD License. No provision of this HR-Autopilot contract affects the Customer’s rights or obligations arising from the terms of use of the open source licenses.
In case of contradictions between the license terms of the open source software and the provisions of this contract, the license terms of the open source software shall prevail.
The Customer shall, at its own expense, provide all necessary and reasonable cooperation services (activities) and provision services (items and, if applicable, rights) (hereinafter collectively referred to as “Cooperation”) for the performance of the services owed by HR-Autopilot.
Specific cooperation is agreed upon in the contract.
Irrespective of any agreement on specific cooperation in the contract, the Customer is particularly obliged to:
Compliance with agreed deadlines requires the Customer to provide the cooperation necessary for HR-Autopilot to deliver the scheduled service in accordance with the contract. Otherwise, the agreed deadline for compliance with dates will be extended appropriately.
If the Customer fails to provide required cooperation, or provides it late or not in the agreed manner, any resulting additional expenses and damages shall be borne by the Customer. This includes, in particular, expenses for holding resources firmly scheduled for specific dates (e.g., training instructors), provided HR-Autopilot cannot deploy the resource elsewhere.
HR-Autopilot is entitled to adapt the agreed services to the respective proven and established state of the art. These adaptations include:
In the event that HR-Autopilot intends to perform a service that will have a significant impact on the Customer’s workflows/business processes, HR-Autopilot will inform the Customer in advance. A significant impact on workflows/business processes is assumed if:
The information will be provided at least in text form, immediately upon becoming known, usually with a lead time of twelve months, based on the information and knowledge available to HR-Autopilot when applying due diligence.
Regarding the changes, the Customer has the right to object to an announced change. If the Customer does not object to a properly announced change, at least in text form, within a period of three months from the provision of the change notification, the change becomes part of the contract. If the Customer objects, the parties will attempt to find an amicable solution.
The Customer is aware that, in the event of an objection that is not amicably resolved by the contracting parties thereafter, HR-Autopilot may not be able to provide certain services existing at the time of the planned implementation of the change beyond that point in time. If HR-Autopilot declares, in response to an objection, that the services will be changed as announced, regardless of the (still existing) objection, in such a way that an impact still exists, the Customer has the right to terminate the affected services at the time of implementation (special right of termination, possibly as partial termination).
There is no right of termination if the change is technically or legally necessary and the implementation of the change is not unreasonable for the Customer. Until the end of an applicable grace period, the service will be provided to the Customer without additional costs and without the announced change.
The remuneration to be paid results from the contractual agreements (usually the offer or booking process).
The remuneration for HR-Autopilot’s contractual services depends on the booked services and packages, according to the respective provisions in the offer.
The following conditions apply:
The compensation for services with agreed billing based on effort is made retrospectively according to the actual scope performed per calendar month. For services outside the usual working hours (5:00 PM – 8:00 AM), HR-Autopilot charges a surcharge of 40%. For services on weekends and public holidays (NRW), HR-Autopilot charges a surcharge of 80%. On-call services outside of normal working hours are considered services.
The compensation for services with an agreed fixed compensation is due in equal parts monthly over the defined or estimated total duration of the service provision.
Any travel expenses will be compensated separately. If the parties have not made any determination, this will be done according to the maximum tax rates applicable at the time the service is provided.
Due compensations are to be paid within 10 calendar days after receipt of the invoice without deduction. All prices are net prices and are subject to VAT at the statutory rate at the time the service is provided.
In the event of more than just a minor delay in payment, HR-Autopilot is entitled, without prejudice to other rights, to temporarily block access to services to be provided for a limited time, i.e. until the delay is terminated. A delay in payment that is more than just minor shall in any case be understood as a delay with an amount that is more than 50% (fifty percent) of an average monthly compensation, based on the last three months.
In the event of a significant delay in payment, HR-Autopilot is entitled, without prejudice to other rights, to terminate a contract that is a continuing obligation for good cause. A significant delay in payment shall in any case be understood as a delay with an amount that is more than 200% (two hundred percent) of an average monthly compensation, based on the last three months before the occurrence of the delay.
The customer is entitled to assert rights of retention and/or set-offs with claims that are not directed at the elimination of defects or completion costs only with regard to claims that have been legally established, are undisputed or have been recognized by HR-Autopilot.
The compensation to be paid results from the contractual agreements (usually offer or booking process).
The compensation for the contractual services of HR-Autopilot depends on the booked services and packages according to the respective regulations in the offer.
The following conditions apply:
The compensation for services with agreed billing based on effort is made retrospectively according to the actual scope performed per calendar month. For services outside the usual working hours (5:00 PM – 8:00 AM), HR-Autopilot charges a surcharge of 40%. For services on weekends and public holidays (NRW), HR-Autopilot charges a surcharge of 80%. On-call services outside of normal working hours are considered services.
The compensation for services with an agreed fixed compensation is due in equal parts monthly over the defined or estimated total duration of the service provision.
Any travel expenses will be compensated separately. If the parties have not made any determination, this will be done according to the maximum tax rates applicable at the time the service is provided.
Due compensations are to be paid within 10 calendar days after receipt of the invoice without deduction. All prices are net prices and are subject to VAT at the statutory rate at the time the service is provided.
In the event of more than just a minor delay in payment, HR-Autopilot is entitled, without prejudice to other rights, to temporarily block access to services to be provided for a limited time, i.e. until the delay is terminated. A delay in payment that is more than just minor shall in any case be understood as a delay with an amount that is more than 50% (fifty percent) of an average monthly compensation, based on the last three months.
In the event of a significant delay in payment, HR-Autopilot is entitled, without prejudice to other rights, to terminate a contract that is a continuing obligation for good cause. A significant delay in payment shall in any case be understood as a delay with an amount that is more than 200% (two hundred percent) of an average monthly compensation, based on the last three months before the occurrence of the delay.
The customer is entitled to assert rights of retention and/or set-offs with claims that are not directed at the elimination of defects or completion costs only with regard to claims that have been legally established, are undisputed or have been recognized by HR-Autopilot.
HR-Autopilot has the right to present the customer as a reference, naming his company and using his company logo, as part of its own Internet presence and in marketing materials. A connection of the naming of the customer with a content statement, which goes beyond the pure naming as a customer or contractual partner of HR-Autopilot, is only permitted after prior written consent of the customer.
If a prohibition of reference naming was issued by the customer before the conclusion of the contract, this regulation applies as a cancellation of this prohibition
The parties understand a material defect in software to mean the following: A material defect is a condition in which the software in the available version, when used in accordance with the contract, does not perform a function named in the service description or in the documentation provided for reasons for which HR-Autopilot is responsible, and this has more than just an insignificant effect on the suitability of the software for the agreed use.
In particular, there is no defect if (i) the problem was caused by improper installation or treatment of the software by the customer or by third parties and/or is used under system requirements that are not specified in the service description or in the documentation, or (ii) the problem is caused by other causes that are not in the sphere of HR-Autopilot. If there is a defect, HR-Autopilot is obliged to remedy the defect.
The defect elimination takes place at the choice of the HR-Autopilot by providing an updated version or a reasonable workaround with which the defect is circumvented. HR-Autopilot is entitled to attempt the defect elimination at least twice. In the case of contracts for the temporary use of software, the strict liability for initial defects is excluded.
Guarantees are only effective if they have been expressly designated in writing as a “guarantee”. If it turns out when eliminating a defect that there is no defect or the defect is not the responsibility of effectHR-Autopilot m, HR-Autopilot is entitled to reimbursement of the costs and expenses incurred for processing.
The services of HR-Autopilot are provided to the customer for contractual use free of conflicting rights of third parties.
The customer shall inform HR-Autopilot immediately in text form if he becomes aware of rights of third parties to services of HR-Autopilot or if a third party addresses the customer on rights of third parties or makes claims against him because of such rights.
At the request of HR-Autopilot, the customer will leave the defense against the claims asserted by third parties to HR-Autopilot, provide it with all the information necessary for this purpose, issue declarations and grant powers. In return, HR-Autopilot shall indemnify the customer at its own expense against payment and damage claims due to the rights of third parties.
If the services are encumbered with rights of third parties, HR-Autopilot is entitled at its option to (i) eliminate the rights of third parties or their assertion (e.g. by payment of license fees), or (ii) by changing its services in such a way that rights of third parties are no longer infringed.
HR-Autopilot is liable for all damages caused by its fault, including those of its representatives or vicarious agents in case of intent and gross negligence.
In case of
HR-Autopilot is also liable for gross negligence and thus for any fault of its representatives or vicarious agents.
In the event of a breach of cardinal obligations, the liability is limited in amount to the contractually typical foreseeable damage, unless at the same time another of the aforementioned cases of extended liability is given.
The provisions of the preceding paragraph 1 shall apply to all claims for damages (in particular for damages in addition to performance and damages in lieu of performance), regardless of the legal grounds, in particular due to defects, the breach of obligations under the contractual relationship or tort. They also apply to the claim for reimbursement of futile expenses.
A change in the burden of proof to the detriment of the buyer is not associated with the above regulations.
In the event of force majeure events that prevent HR-Autopilot from providing its services (on time), it shall be exempt from its obligation to perform with regard to the services affected for the duration of the impact of force majeure and, in addition, for a reasonable period for the resumption of services. In this case, deadlines will be postponed by the aforementioned period. Events of force majeure include, in particular, fire, explosion, flood, war, blockade, embargo, labor disputes, pandemics and official measures in connection with the aforementioned events for which HR-Autopilot is not responsible.
Claims for damages are excluded in this case.
HR-Autopilot is not responsible for the functionality and availability of software, hardware, other components and services that the customer provides or has obtained through third parties. HR-Autopilot is also not responsible for the interoperability of the HR-Autopilot software with the customer’s IT system if the customer does not comply with the system requirements specified by HR-Autopilot.
The interoperability of the HR-Autopilot software with hardware and software obtained or otherwise used by the customer from third parties is not owed, unless otherwise agreed in individual cases.
HR-Autopilot is entitled to have the services to be provided under the contract performed by subcontractors or to obtain them from subcontractors. The fault of a subcontractor is equivalent to a fault of HR-Autopilot (§ 278 S. 1 BGB). If the provision of the services is a contract processing according to Art. 28 DSGVO, we will observe the regulations in the agreement on contract processing.
The term of a contract results from the offer or from corresponding order or order confirmations. If nothing is agreed there, the continuing obligations have a minimum contract term of twelve (12) months. The minimum contract term begins with the due date of the compensation for services within the scope of the continuing obligations. Upon expiration of the minimum term, the contract is extended by a further twelve (12) months (extension period), unless it is terminated by one party with a notice period of three (3) months to the end of a contract year.
Partial terminations with regard to individual, separable software products or functionalities under a contract as well as the reduction of the number of users are permitted for continuing obligations in accordance with the preceding paragraph after the expiration of the minimum contract term.
For HR-Autopilot, a notice period of 12 months applies to partial terminations. Any termination must be in text form. The consequence of a termination is that HR-Autopilot no longer provides support and maintenance services for terminated software or functionality from the effective date of the termination. In the case of contracts for the temporary use of software, the terminated software or functionality is no longer available to the customer for use upon the effective date of the termination.
The right to extraordinary termination of the contract for good cause remains unaffected. In the case of contracts for work and services, the termination of the customer according to § 648 BGB is excluded.
During the term of this contract, HR-Autopilot is entitled to request a self-disclosure from the customer (e.g. by answering a questionnaire or report from the license server).
HR-Autopilot is also entitled to carry out an audit. Audits can be carried out at any time in the event of a concrete suspicion of conduct in breach of contract (e.g. the use of the software beyond the contractually agreed scope (“overuse”)) and without a concrete reason at most once per calendar year with a reasonable notice period of at least ten working days. In order to verify whether the conduct was in accordance with the contract, a third party commissioned by HR-Autopilot and legally bound to secrecy may enter the customer’s business premises during normal business hours, inspect business documents within the framework of the applicable data protection laws and obtain access to IT systems including their configuration and make copies. The third party will inform HR-Autopilot exclusively whether and by what a contractual behavior is/has been present.
The customer provides full support within the scope of an audit and provides all necessary information. Each party bears its own costs incurred by a self-disclosure or an audit.
However, if it is determined that there is a contractual behavior, the customer bears all costs plus any claims for damages alone. If it is determined during the information that the software is being overused by the customer, the customer is obliged to make a subsequent payment at least in the amount of the compensation for the overused software in accordance with the current price list.
Further claims remain reserved.
The fulfillment of the contract is subject to the reservation that there are no prohibitions under national and/or international export control law. When providing the HR-Autopilot services, the customer is obliged to check on his own responsibility whether these are subject to export control restrictions.
If an export control permit is required, he must obtain it himself or, in the event of a prohibition, terminate the provision. In the event of a violation of the export control regulations, HR-Autopilot is entitled to an extraordinary right of termination of the contract.
HR-Autopilot is entitled to amend the General Terms and Conditions to the extent that this is necessary to adapt to developments at HR-Autopilot which (i) were not foreseeable at the time the contract was concluded and (ii) which it has not caused or can influence and (iii) to the extent that this does not affect essential provisions of the contractual relationship. Essential provisions are those concerning the nature and scope of the contractually agreed services and the term, including the provisions on termination.
Furthermore, the General Terms and Conditions may be adapted to the extent that this is necessary to eliminate not insignificant difficulties in the execution of the contract due to regulatory gaps that have arisen after the conclusion of the contract.
This may be the case in particular if the case law on the effectiveness of provisions of these General Terms and Conditions changes, if one or more provisions of these General Terms and Conditions are declared ineffective by the case law or if a change in the law leads to the ineffectiveness of one or more provisions of these General Terms and Conditions.
HR-Autopilot will notify the customer of changes to the terms and conditions with a notice period of at least eight weeks. In the event of a change that is not exclusively in the customer’s favor, the customer has the right to terminate the contract without observing a notice period as of the date on which the change takes effect. HR-Autopilot will provide information on the deadline and the consequences of the deadline expiring, as well as on its rights.
Subject to the assignment of monetary claims, the assignment of individual claims arising from this contract requires the prior consent of the other party in text form. This consent may only be refused for an important reason. This does not apply to the assignment of claims by one of the parties to an affiliated company within the meaning of Sections 15 et seq. of the German Stock Corporation Act (AktG) with its registered office in the EU/EEA.
Text form is sufficient for all declarations in connection with the contract (§ 126b BGB [German Civil Code]). German law applies exclusively to the entire contractual relationship between the parties, to the exclusion of the UN Convention on Contracts for the International Sale of Goods. If the customer is a merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, the exclusive – including international – place of jurisdiction for all disputes arising directly or indirectly from this contractual relationship is Cologne.
This does not apply if the dispute concerns claims other than proprietary claims or if an exclusive place of jurisdiction is established by law for the dispute. HR-Autopilot is free to bring an action at the customer’s general place of jurisdiction. Should a provision of these General Terms and Conditions or any other contractual agreement with the customer be or become invalid, this shall not affect the validity of the agreement in all other respects.
The special provisions of this part apply to contracts for the provision of software in the form of a service for temporary use (rental) in the cloud (cloud service). In the case of cloud programs and software as a service (“SaaS”), the software products and the IT infrastructure are operated by an external IT service provider and used by customers as a service for a limited period of time. The customer receives access to the software, which is hosted either on HR-Autopilot servers or on the servers of third-party providers.
HR-Autopilot has no rights to the customer content, not even in anonymized form; the customer is the sole owner of the customer content and all rights to the customer content in the relationship between the parties. HR-Autopilot provides support and the functional and technical further development of the software. The customer will be informed about further developments, bug fixes and new functions.
The customer is responsible for the actions of its users and is liable for them as for its own actions. Before using HR-AUTOPILOT for the first time, the customer must inform its users of their rights and obligations. Via links or functionalities of the Cloud & SaaS products, the customer can access external websites and Cloud & SaaS products that are not operated by HR-Autopilot and for which it is not responsible.
Such links or functionalities are either clearly marked or recognizable by a change in the address bar of the browser or a change in the user interface
Upon termination of the contract, the customer can export the content processed with HR-AUTOPILOT up to one month after the termination becomes effective. After this, HR-Autopilot can completely delete its access. The agreed remuneration must be paid until deletion. Support services in connection with the termination are provided by HR-Autopilot upon request and, if applicable, for a separate fee.
The parties may agree on project services under the contract. A separate offer will be created for this purpose. The offer also contains the parties’ agreements on project organization.
The parties’ collaboration in a project takes place in project committees, which the parties determine in a separate agreement. At least a project team and a steering committee will be formed.
The parties shall each appoint a qualified contact person and a representative as project manager for the project, who shall have all the decision-making powers and authorizations required for the implementation of the project. The project manager is available to the other party for the duration of the project for all questions in connection with the project.
All employees involved in the project must have the necessary expertise and reliability.
If disputes cannot be resolved in the project team, these disputes will be escalated to the next higher project committee. If an escalation takes place to the highest project committee (steering committee), this will bring about a clarification immediately, but no later than within ten working days. If the steering committee cannot bring about a clarification within the aforementioned period, the steering committee will inform the respective authorized bodies of the parties, who will then find a solution.
Changes to the agreed services can be asserted by either party via a change request (hereinafter referred to as change request), which must be sent in text form to the project management of the other party.
The customer’s change requests must be sufficiently detailed so that HR-Autopilot can assess the impact of the requested change on the remuneration, the schedule or any other aspect of the contract and notify the customer accordingly.
HR-Autopilot will review the change requests submitted by the customer and, insofar as technically feasible and not unreasonable for HR-Autopilot with regard to the available resources, submit an offer for implementation, which includes the adjustments to the scope of services, the remuneration, the schedules and execution deadlines as well as other contractual provisions associated with the implementation of the changes. If HR-Autopilot proposes a change request, it will already provide the necessary changes to the contractual agreements in the event of implementation and submit a corresponding offer with the proposal.
Change requests only become binding upon acceptance of the offer.
The review of the feasibility and impact of the change request is subject to a separate charge and will be remunerated according to the applicable cost rates. If the request for a change request requires an extensive review that leads to a postponement of agreed schedules or execution deadlines, or if the further provision of services is not reasonable until a decision has been made on the change request, HR-Autopilot will inform the customer of this so that he can withdraw the change request.
Otherwise, agreed schedules or execution deadlines or the further provision of services will be suspended for the duration of the review of the change request.
If and to the extent that HR-Autopilot owes a work contract result in a project, its service is subject to acceptance in accordance with this section.
For self-contained parts of the work services, the customer receives partial acceptances. A final overall acceptance of all work services only takes place if this is expressly agreed.
An acceptance begins with the notification from HR-Autopilot to the customer that the (partial) services subject to (partial) acceptance have been fully provided. The notification is made in text form.
Acceptance is deemed to have taken place if the customer does not reject the declaration of acceptance within a reasonable period of usually ten working days due to defects that prevent acceptance. The following defect classes apply:
Defect class 1: Critical
Defect class 2: Urgent
Defect class 3: Normal
Unless otherwise agreed in the offer, it is agreed that (i) defects of class 1 always prevent acceptance, (ii) defects of class 2 only prevent acceptance to the extent that they exist in a number that objectively excludes undisturbed use of the service without impairment and (iii) defects of class 3 do not prevent acceptance.
The customer must notify HR-Autopilot immediately of any defects identified during acceptance.
He is only entitled to cancel the acceptance if the continuation of the acceptance is unreasonable for him due to the defects already identified. If he has canceled the acceptance or if the acceptance has failed, he must set HR-Autopilot a reasonable deadline to remedy the defects communicated to it and to provide the services again for acceptance. With the renewed provision of the services for acceptance, this must be carried out again.