Terms and Conditions

By creating an account for timeghost (the registration) via the internet presence of timeghost GmbH at timeghost.io (the provider) you (the customer) accept the following terms and conditions.

All contracts for deliveries and services of the provider are subject to these terms and conditions. By registering, the customer agrees to the terms and conditions. Counter-confirmations referring to the customer's own terms and conditions will only be accepted if they do not contradict these terms and conditions. Additional or deviating agreements require the express written consent of the provider. A customer is any natural or legal person who has registered.

The provider reserves the right to change these terms and conditions with effect for the future, insofar as this is reasonable for the customer and justified reasons require it (e.g., changes in the legal situation or case law, technical further development of the service, or changes in market conditions). Changes will be announced to the customer by e-mail at least 2 months before they come into force. If the customer does not object to the changed terms and conditions before they come into force, they shall be deemed accepted; the provider will specifically point out this legal consequence and the possibility of objection in the announcement. If the customer objects in due time, the contractual relationship will be continued under the previous conditions; in this case, both the provider and the customer have a special right of termination effective as of the date the changes come into force.

Subject of the contract is the provision of software of the provider in the Software as a Service (SaaS) model for use over the Internet and the storage and processing of data of the customer (data hosting). In addition, the customer can commission consulting, training and development services of employees of the provider or third parties under the contract. The execution of consulting, training and development services is determined by individual agreement between the customer and the provider.

The contract between the customer and the provider comes about through the registration via the internet presence of the provider. Performance is subject to availability if it depends on third parties and their unavailability prevents performance. After a delay in performance of more than 4 weeks, the customer has the right to set a period of at least 14 days for service provision. After expiry of this period, he may withdraw from the contract by written declaration, provided that the service has not been performed by then. Already paid advance payments will be refunded in this case, whereby the customer must credit benefits received. If there is no gross negligence or intent, compensation for late performance is excluded.

The software is intended for commercial customers (B2B). By activating the subscription, the customer confirms to use the software for commercial purposes.

The user logs in with a new or existing Microsoft 365 account.

The customer undertakes not to misuse the software. In particular, improper use occurs when the customer (a) enters data into the system that contains a computer virus or (b) uses the software in a manner that adversely affects the availability of the software to other users. The customer undertakes to indemnify the provider for any damages, including claims of third parties and consequential costs of any kind, if he violates these terms and conditions. The customer undertakes to prevent the unauthorized access of third parties to the software by means of suitable precautions. In particular, this includes keeping access credentials secret and not accessible to third parties. In addition, the customer has to inform his employees (hereinafter referred to as users) accordingly. The customer is responsible for entering and maintaining the data and information necessary to use the SaaS service.

2.6.1 The provider provides the customer with the latest version of the software over the internet for use by the customer for the duration of the subscription. All rights of use not explicitly granted remain with the provider or, if different, with the respective author. For the purpose of software operation, the provider stores the software on a server accessible to the customer over the internet. The provider provides the customer with free updates during the contract period. There are no additional costs for support and upgrades. The following services are not regular support services and are therefore subject to a fee: database changes, data resets on customer request, data imports that are not explicitly offered free of charge. The offered support channels are based on the booked plan.

2.6.2 The provider continuously monitors the functionality of the software and, in accordance with the technical possibilities, eliminates all software errors that restrict or prevent the use of the software.

2.6.3 The provider is entitled to add new functions to the software and remove functions. If the removal of functions disproportionately limits the use for the customer, the customer receives an immediate special right of termination.

The fee for the use of the software (subscription) is determined by the scope of the contract subject matter defined in 2.1. If the customer chooses a paid subscription, he undertakes to pay to the provider for the software provision and data hosting the agreed monthly fee plus applicable VAT. If the customer defaults on payment for at least 30 days, the provider is entitled to refuse performance until payment of the outstanding fee, for example by suspending access to the software. If the customer defaults on payment for at least 60 days, the provider is entitled to extraordinarily terminate the entire contractual relationship. For the purpose of clarification, all claims arising from the customer's payment default remain unaffected by such extraordinary termination. The provider is entitled to increase the fees appropriately and will announce this by e-mail no later than 2 months before the end of the customer's current payment cycle. The customer has the right to terminate his contract at the end of the current payment period, irrespective of special agreements, should the price increase exceed 5%.

Switching to a more expensive subscription (upgrade) or adding users is possible at any time without notice within the respective subscription. Switching to a cheaper subscription (downgrade) or reducing billed users is possible at the end of the current billing cycle. Functions linked to a particular subscription will be enabled or disabled when the up-/downgrade becomes effective.

2.9.1 The contract is concluded for an indefinite period. Termination is possible at the end of the current accounting period, in the case of a free subscription immediately, without notice within the respective account. After termination becomes effective, the provider has the right to delete the account including all data. At the request of the customer and as far as technically possible, the provider shall make the customer's data available in a machine-readable format upon termination of the contract. The statutory rights of the customer and the users, in particular the right to data portability under Article 20 GDPR, remain unaffected and are free of charge for the entitled person. For individual exports, data preparation or migration services going beyond this, the parties will agree on an effort-based remuneration.

2.9.2 The right of both parties to terminate the contract for cause without notice remains unaffected. An important reason for the provider exists in particular if the customer petitions for the opening of insolvency proceedings over his assets or the opening of insolvency proceedings is rejected for lack of assets, is in default of 60 days with payment obligations arising from this contractual relationship and has been reminded unsuccessfully by setting a reasonable grace period and under penalty of contract termination, culpably violates legal regulations or infringes copyrights, industrial property rights or naming rights of third parties when using the software, or uses the software for the purpose of promoting criminal, unlawful or ethically objectionable acts.

2.9.3 The provider has the right at any time to terminate free accounts with a notice period of 30 days.

Privacy is a top priority for the provider. Personal data of the customer and the users are treated with special care and processed exclusively in accordance with the General Data Protection Regulation (GDPR), the German Federal Data Protection Act (BDSG) and the German Act on Data Protection in Telecommunications and Digital Services (TDDDG). Details on the nature, scope and purposes of the processing as well as on the rights of the data subjects can be found in the provider's Privacy Policy. Without a separate legal basis, personal data will not be made accessible to third parties, except where the disclosure is necessary for the legal protection of users, to fulfill judicial or regulatory requirements, to defend and protect the rights of the provider, or for the technical operation of the software. Personal data will not be passed on to third parties for advertising purposes. Users are made aware of product news within the software; they only receive promotional e-mails within the legally permissible framework (Section 7 of the German Act Against Unfair Competition (UWG)) or based on consent. The provider is entitled to process the personal data required for the conclusion of the contract, the settlement of the business relationship and the use of the software within the legally permissible framework. Insofar as permitted under applicable data protection law, the provider may carry out aggregated, anonymized evaluations of the stored data and use them to improve the product.

The provider undertakes to maintain secrecy with respect to all business or trade secrets of the customer which it has come to know in the course of the preparation, execution and performance of the contract, and neither to disclose nor to exploit them in any other way. The provider is entitled to use the company name and the logo as a reference to the customer and to use general information about the agreed contract in an appropriate manner for marketing and sales purposes - unless the customer objects in writing to this point.

To ensure the protection of the users, all communication with the software of the provider is encrypted via the HTTPS protocol.

The provider is obliged to take appropriate precautions against data loss and to prevent unauthorized access of third parties to the data of the users. In order to secure all accruing data of the users, the provider creates a data backup at least twice a day. This backup is stored on other servers that are redundantly secured multiple times. The customer has no right to recovery of his data should the customer, through his own fault, suffer data loss. An individual reconstruction of data is possible on request and will be charged according to effort. In any case, the user remains the sole author or owner of the data and can therefore demand from the provider at any time, in particular after termination of the contract, the release of individual or all data, without the provider having a right of retention. The release of the data takes place by transmission in digital form. Statutory rights to release and portability of data (in particular Article 20 GDPR) are free of charge; individual data preparation going beyond this will be charged according to effort after consultation. The customer is not entitled to receive software suitable for the use of the data.

The provider uses subcontractors to perform its services. For customer support, the provider uses the web services of Freshdesk (Freshworks Inc.); these services register usage data (contact information, last registration date, browser, operating system, etc.). For delivering service notifications, the provider uses Brevo (formerly Sendinblue). The operation of and login to the software technically require the Microsoft Azure and Microsoft 365 web services and the associated data processing. Details on the data processing by these service providers can be found in the Privacy Policy.

In accordance with Article 37 GDPR and Section 38 of the German Federal Data Protection Act (BDSG), we have appointed a Data Protection Officer. For any questions related to data protection, you can directly contact our Data Protection Officer:

Sven Weiser
timeghost GmbH, Reichenaustr. 11a, 78467 Konstanz, Germany

Telephone: +49 7531 9783000
datenschutz@timeghost.io

Insofar as the provider processes personal data on behalf of the customer in the course of providing the software (in particular workspace data), the parties will conclude a data processing agreement in accordance with Article 28 GDPR. The provider will make a corresponding agreement available to the customer; it becomes part of the contractual relationship.

The provider provides the service essentially as stated on the internet presence of the provider for normal use under normal circumstances. If the services to be provided by the provider under this agreement are defective, the provider will, within a reasonable period of time after receipt of a notice of defects, rectify or re-perform the services at its discretion. The customer is obliged to report defects to the provider immediately via the usual support channel. If the customer has not booked support, he can report the defects to the contact address stated in the imprint of the provider. If the rectification or re-performance by the provider does not succeed within a reasonable period set by the customer, the customer is entitled, at his option, to reduce the fee appropriately or to terminate the contract.

The provider ensures an availability of the essential functions of the software of 99.5% on a monthly average. Excluded are periods of announced maintenance work as well as disruptions beyond the provider's control. If the committed availability is not met in a billing month, the customer may reduce the fee for that period proportionately to the extent of the shortfall. The availability data is either published by the provider or, if not publicly available, made available on request.

The provider assumes no warranty or guarantee that (1) the use of the products meets the requirements or expectations of the customer and (2) any faults or defects in the products or functionality of the software will be corrected if they do not affect the core functionality, unless otherwise agreed. Any advice or information received by the customer from the provider does not constitute a warranty claim against the provider. The provider does not warrant that the software is suitable or available for use at locations outside the contract territory. The exclusions in accordance with this clause 4.3 do not affect the mandatory statutory rights of the customer.

The provider is liable without limitation for intent and gross negligence, for damages arising from injury to life, body or health, and under the provisions of the German Product Liability Act (ProdHaftG). In the event of slight negligence, the provider is only liable for the breach of an essential contractual obligation (cardinal obligation), i.e. an obligation whose fulfilment is a prerequisite for the proper performance of the contract and on whose observance the customer may regularly rely; in this case, liability is limited in amount to the foreseeable damage typical for this type of contract at the time the contract was concluded. In all other respects, the liability of the provider is excluded. Liability for the loss of data is limited to the typical recovery effort that would have occurred if the customer had made regular backup copies appropriate to the risk. Insofar as the liability of the provider is excluded or limited, this also applies to the personal liability of its employees, representatives and vicarious agents. The provider is not liable for the misuse of details and information which users themselves have made available to third parties.

The customer is solely responsible for stored content and licensed files (such as fonts and images).

The customer undertakes to indemnify the provider from all claims of third parties based on the data stored by him and to reimburse the provider for the costs incurred by him for possible infringements.

The provider is entitled to immediately block the account if there is a reasonable suspicion that the stored data was obtained unlawfully and/or infringes rights of third parties. A reasonable suspicion of unlawfulness and/or infringement of rights exists in particular if courts, authorities and/or other third parties inform the provider thereof. The provider must immediately notify the customer of the blocking and the reason for it. The blocking shall be removed as soon as the suspicion is invalidated.

All communications must be addressed in writing to the specified addresses. Transmission via e-mail is sufficient in each case to fulfil the written form requirement. The contracting parties are obliged to inform the other contracting party of any changes to the address immediately; otherwise notifications to the address last notified in writing will be deemed validly received.

The customer can only offset claims other than his contractual counterclaims from the relevant legal transaction or assert a right of retention if the claim is undisputed by the provider or has been legally established.

The laws of the Federal Republic of Germany shall apply exclusively. The contract language is German.

The exclusive place of jurisdiction for all disputes between the parties arising from or in connection with the business relationship is the competent court in Freiburg.

Should individual provisions or parts of the contract prove to be ineffective, this shall not affect the validity of the remaining agreement. In such a case, the contracting parties shall adapt the contract in such a way that the purpose intended by the void or ineffective part is achieved as far as possible.