Terms of Service
General Terms of Service for Papershift Pulse
Version 2024-10-16
§ 1 Scope, Application of the Terms of Service
(1) Papershift GmbH, Amalienbadstraße 41d, 76227 Karlsruhe, AG Karlsruhe, HRB 722151 (hereinafter “PULSE”) offers its customers services in the field of HR management and personnel planning through pulse.papershift.com (hereinafter “Internet Platform”). After registration, customers can subscribe to PULSE services offered on the Internet platform according to the respective valid service packages.
(2) These General Terms of Service apply to all PULSE services offered via this Internet platform.
(3) Conflicting or deviating terms of service from the customer are expressly not recognized unless PULSE expressly agrees to their validity in writing. This also applies if the customer accepts an offer from PULSE while referencing their own deviating terms and PULSE does not object. Even if PULSE refers to a (possibly electronic) document containing or referencing the customer’s or a third party’s terms, this does not imply consent to their validity. The inclusion of such customer terms is hereby expressly rejected.
§ 2 Subject of Services, Target Audience, Data Security
(1) The subject of the offered PULSE service consists of the functionalities of the Internet platform in the area of personnel planning in its current version; these may include, depending on the platform version and subscribed service packages, duty and shift planning, absence planning, time tracking, HR management, and payroll (collectively “contractual services”).
(2) The services provided by PULSE are exclusively intended for entrepreneurs as defined by § 14 BGB. PULSE reserves the right to verify the customer’s entrepreneurial status (e.g., by requesting a VAT ID).
(3) Data security is not part of the contractual services. The customer remains solely responsible for backing up the data and content uploaded or created on the Internet platform by themselves, their employees, or third parties acting on their behalf (hereinafter “customer data”), and must do so regularly and diligently. PULSE provides tools for downloading data, depending on the subscribed services, via the customer account. The customer must store backups in a manner that allows independent access to the data at any time, even outside the Internet platform. PULSE is only liable for data loss if such loss could not have been avoided through reasonable data security measures by the customer.
§ 3 Registration, Storage of the Contract
(1) A prerequisite for concluding a contract for using the Internet platform is the customer’s registration. By registering, the customer confirms they are an entrepreneur as defined by § 14 BGB and are registering in this capacity. A breach of this confirmation entitles PULSE to terminate the contract with immediate effect for cause, without prejudice to any other rights.
(2) The customer may only register through an authorized representative or authorized body. PULSE reserves the right to require proof of the customer’s authorization without being obliged to verify the identity or authority of the person acting on behalf of the customer.
(3) Registration is carried out by completing and submitting the registration form on the Internet platform. The required registration data must be provided by the customer completely and truthfully. By clicking the registration button, the customer submits an offer for the contract in accordance with these Terms of Service. The contract is concluded upon PULSE’s acceptance of the offer as per paragraph (4). There is no entitlement to contract conclusion for the customer.
(4) The contract acceptance is confirmed by a separate email, which includes the contractual terms and these Terms of Service. PULSE does not store the contract terms for the customer.
(5) Concluding a contract for the use of the Internet platform is free of charge. The subscription to paid service packages occurs separately in accordance with § 4 below.
§ 4 Customer Account, Subscription of Service Packages
(1) Upon registration, the customer receives access to the Internet platform via a customer account. However, access to services within the platform’s functionalities is not granted solely by the provision of the customer account.
(2) The customer can use the platform’s functionalities and, through the customer account, subscribe to various services as part of the service packages offered by PULSE (for a fee) based on these Terms of Service (“Subscription”). The customer can choose from the available service packages and subscribe to multiple packages. The service packages provide details on the specific scope of services, duration, costs, and payment terms (“Service Features”). In case of contradictions, the Service Features prevail. There is no entitlement to subscribe to specific service packages.
(3) To subscribe to a service package, the customer submits an offer by clicking the “subscribe” button or (for paid service packages) “subscribe for a fee.” The subscription is concluded when PULSE accepts the offer. The acceptance is confirmed by a separate email that also contains the Service Features of the subscribed package.
(4) The termination of subscriptions (e.g., through expiration or cancellation) does not result in the deletion of the customer account or the termination of the ability to use the Internet platform based on these Terms of Service. A regular termination of subscriptions must be in text form and is only possible if expressly provided for in the Service Features. The right to extraordinary termination for cause remains unaffected. An important cause for PULSE particularly exists if the customer is in default with an agreed payment and fails to remedy the default even after a reminder with a reasonable deadline of at least 2 (two) weeks.
(5) Subscribing to service packages is no longer possible once either party has declared termination of the contract for using the Internet platform under these Terms of Service.
§ 5 Contract Term, Termination
(1) The contract for the use of the Internet platform is concluded for an indefinite period. It remains independent of any subscriptions.
(2) Either party may terminate the contract for the use of the Internet platform at any time in text form without providing reasons. The notice period is 30 (thirty) days to the end of the month; however, the contract shall not end before the termination of the last subscribed service package.
(3) The right to extraordinary termination for cause remains unaffected. In the event of extraordinary termination of the contract for the use of the Internet platform, all ongoing subscriptions will also end. An important cause for PULSE particularly exists if the customer
a) is in default with an agreed payment and fails to remedy the default even after a reminder with a reasonable deadline of at least 30 (thirty) days,
b) violates an obligation under § 9 paragraph (2), (3), or § 10 paragraph (3) and fails to remedy the violation after a warning by PULSE, or
c) registers in violation of § 3 paragraph (1), not as an entrepreneur as defined by § 14 BGB.
§ 6 Prices and Payment
(1) Prices for service packages are based on the conditions stated therein. Unless expressly regulated otherwise:
a) Prices for services subscribed to within a specific period are due at the beginning of that period.
b) The relevant date for complying with payment deadlines is the crediting of the respective amount to the bank account specified by PULSE.
c) Invoices from PULSE must be paid within 2 (two) weeks without deduction.
d) All prices are net prices, excluding VAT applicable at the time of payment.
(2) In case of payment default, PULSE may, without prejudice to its further rights, charge default interest in accordance with § 288 paragraph (2) BGB. The crediting of the invoice amount to the bank account specified by PULSE is decisive for calculating default.
§ 7 Availability of the Internet Platform, Service Location
(1) The availability of the Internet platform is as follows:
a) PULSE will perform necessary maintenance work on the Internet platform between 11:00 PM and 6:00 AM CET (“Maintenance Window”). During these times, the platform may not be accessible temporarily for some services.
b) PULSE provides the Internet platform with at least 99% availability per calendar quarter. Maintenance window times are not included in the availability calculation.
c) PULSE may restrict access to the Internet platform outside the maintenance window if platform operation security, network integrity, or avoidance of serious disruptions to the network, software, or stored data require it.
d) PULSE will inform customers of planned service work affecting availability for longer than 10 (ten) minutes at least 4 (four) hours in advance via a notice in the customer account.
(2) The service handover point for PULSE services is the interface between the servers hosting the Internet platform and the Internet.
§ 8 Changes to Services
In the interest of all platform users, PULSE continuously strives to improve and expand the Internet platform to increase its utility for customers. PULSE expressly reserves the right to further develop the Internet platform during the contract term. This may include, for example, changes to the frontend appearance, modifications, additions, or removal of functionalities, and adjustments to designs, input forms, and other front-end or back-end components (collectively “Platform Updates”). Customers have no claim to platform updates or the continued use of a specific version. Customers cannot derive claims against PULSE from platform updates unless booked functionalities are removed or significantly restricted, resulting in unreasonable disadvantages in platform use.
§ 9 Obligations for Using the Customer Account
(1) The customer is obligated to select a secure password for their customer account during registration. A secure password includes uppercase and lowercase letters, special characters, and numeric digits.
(2) The customer must keep their account credentials confidential and protect them from unauthorized access using current technical standards. If the customer becomes aware of unauthorized access to their account credentials or suspects such access, they must immediately inform PULSE.
(3) The customer may create employee accounts for third parties (hereinafter “employees”) within the customer account, depending on the subscribed service packages. However, PULSE’s contractual relationship is solely with the customer, not with the employees.
(4) The customer is liable to PULSE for the behavior of the employees to whom they grant access to the customer account. Violations of the customer’s obligations under these Terms of Service by such employees will be attributed to the customer. The customer is responsible for ensuring that these employees comply with the contract and do not violate these Terms of Service, laws, or third-party rights. In case of employee violations, the customer will be the opposing party to PULSE.
§ 10 Customer Data, Usage Rights
(1) PULSE operates the Internet platform as a technology service provider within a Software-as-a-Service offering. PULSE does not influence, review, or consider customer data, their creation, transmission, or use, as their own.
(2) To enable PULSE to provide contractual services, the customer grants PULSE, for the duration of the contract for using the Internet platform and any retention periods, the non-exclusive right, without geographical limitation, to store, reproduce, and make customer data publicly accessible, including the right to sublicense, as necessary to fulfill PULSE’s contractual obligations.
(3) The customer is obligated to:
a) Upload only data to the Internet platform that does not violate legal regulations or third-party rights.
b) Ensure that uploading data and granting usage rights per paragraph (2), as well as their use of the Internet platform, do not violate legal regulations or third-party rights.
(4) The Internet platform is explicitly not intended for storing or managing special categories of personal data under Art. 9 DS-GVO. The customer commits to not storing or processing such data on the Internet platform. Should the customer violate this obligation and incur damage (e.g., data loss, transmission, alteration, or consequences of unlawful data processing), PULSE will only be liable as if the data were not special categories of personal data under Art. 9 DS-GVO.
§ 11 Data Protection
PULSE strictly adheres to the applicable data protection laws. The customer is the responsible entity for personal data collected, processed, or used by them. Where required by data protection law, the parties will enter into data protection agreements. The relevant documents can be viewed at https://pulse.papershift.com/settings/legal/agreements. Entering into such agreements is a material contractual obligation. If the customer refuses to enter into such legally required agreements, PULSE may suspend all affected services, delete stored personal data, and terminate the contract with the customer after a reasonable notice period. Questions related to data protection should be addressed directly to [email protected].
§ 12 PULSE’s Rights in Case of Violations, Indemnity, Ensuring Platform Operations
(1) PULSE is entitled, without prejudice to its other rights, to suspend the customer’s account if:
a) PULSE is entitled to extraordinary termination of the contract under these Terms of Service,
b) The customer is in default with due payments for more than 30 (thirty) days despite prior warning,
c) The customer violates one or more of their obligations under § 9 paragraph (2), (3), or § 10 paragraph (3), or
d) The customer account is accessed by unauthorized third parties, and PULSE is not responsible for it.
The suspension remains in place until the reason for the suspension no longer exists or the contract for using the Internet platform ends. The customer cannot derive any rights against PULSE from account suspension under this paragraph.
(2) The customer must indemnify PULSE against all claims from third parties resulting from a culpable breach of their obligations under §§ 9 and 10 of these Terms of Service, their data protection obligations, or other contractual or legal violations related to the use of PULSE services by the customer or their employees. This includes covering PULSE’s legal defense costs (including court and attorney fees). If the customer becomes aware of or must recognize a potential indemnity claim, they are obligated to inform PULSE immediately.
(3) The customer must also provide PULSE with all necessary information to evaluate the claims for indemnity and defense promptly, truthfully, and fully in case of third-party claims.
(4) PULSE’s claims against the customer beyond the above-mentioned rights remain unaffected.
§ 13 Subcontractors, Assignment of Rights and Obligations
(1) PULSE is entitled to transfer its obligations under the contract for using the Internet platform to third parties or subcontractors and assign claims against the customer to third parties. PULSE remains responsible to the customer for fulfilling the contract.
(2) The customer may only assign rights and obligations under this contract to third parties with PULSE’s prior express consent.
§ 14 Set-off
The customer is only entitled to set off if their counterclaims have been legally established, are undisputed, or have been acknowledged in writing by PULSE. The customer remains entitled to set off against claims from PULSE without the above limitation if they raise complaints or counterclaims from the same contract.
§ 15 General Limitation of Liability
PULSE is liable, regardless of the legal grounds, solely in accordance with the following provisions.
(1) PULSE is only liable for intent and gross negligence. For slight negligence, PULSE is only liable for the breach of essential contractual obligations whose fulfillment enables the proper execution of the contract and on whose compliance the customer regularly relies (cardinal obligations). In such cases, PULSE is only liable for foreseeable damages that are typical for the contract. This also applies to lost profits and missed savings.
(2) The limitation of PULSE’s liability does not apply to injury to life, body, or health and liability under the Product Liability Act.
(3) PULSE is not liable for events of force majeure that make the contractual services impossible or significantly complicate or temporarily hinder their proper execution. Force majeure includes all circumstances independent of the parties’ will and influence, such as terrorist attacks, embargoes, confiscation, natural disasters, strikes, governmental decisions, or other unforeseeable, severe circumstances beyond the parties’ control. A circumstance is only considered force majeure if it occurred after the contract conclusion.
(4) PULSE is also not liable for disruptions and quality loss in internet data transmission, for which PULSE is not responsible, that hinder or prevent the use of platform functionalities or services.
(5) The limitation of PULSE’s liability also applies to its employees, other workers, representatives, and vicarious agents.
§ 16 Amendments to these Terms of Service
PULSE reserves the right to amend these Terms of Service without providing reasons and in compliance with the following procedure: The amended Terms of Service will be sent to the customer at their email address provided during registration, highlighting the respective changes. If the customer does not object within 2 (two) weeks of receiving the email, their consent to the changes will be deemed granted. PULSE will inform the customer separately of the significance of the deadline in the email containing the changes. If the customer objects within the deadline, PULSE is entitled to terminate this contract in accordance with § 5 of these Terms of Service.
§ 17 Final Provisions
(1) The contract language is German, and all declarations and communications will be in German. The parties must ensure that their respective contacts are proficient in German.
(2) The contract for using the Internet platform and all other contracts concluded between PULSE and its customers, including subscriptions, are governed by German law, excluding the UN Sales Convention.
(3) For all disputes arising from or in connection with the contractual relationship between the parties, the courts at PULSE’s registered office shall have exclusive jurisdiction, provided this is legally permissible.
(4) Should individual provisions of these Terms of Service or contracts and agreements between the parties be wholly or partially invalid or unenforceable, or become so after the contract conclusion, the remaining provisions shall remain unaffected. The parties will strive to agree on a substitute provision that comes as close as legally possible to the effect of the invalid or unenforceable provision. The same applies if the provisions are found to be incomplete.
In the event of a discrepancy between the German and English versions of this text, only the German version shall be binding. The English version is for informational purposes only.