Terms and Conditions

1. Scope and subject matter of the Contract

1.1. General. absence.io GmbH ("absence.io") offers a web-based personnel management software ("Software") to customers for use over the internet on the website www.absence.io.

1.2. Scope. The following Terms and Conditions shall apply for all contracts concluded between absence.io and customers that have registered to use the Software ("Customer").

1.3. No validity of third-party terms and conditions. Any deviating terms and conditions of the Customer shall not apply unless absence.io has given its prior express written consent to said terms and conditions.

1.4. Contract. The registration email which the Customer receives after registering and the Terms and Conditions with the description of service shall form the content of the Contract.

 

2. Conclusion of the Contract

2.1. Conclusion of the Contract. A contractual relationship shall come about when the Customer has successfully completed the registration process. The Customer must create a customer account ("Account") to use the Software. To set up the Account, the required data (first name, last name, email address, company name, number of employees and account URL) must be specified and a password set up. By clicking the "Signup" button, the Customer submits a binding offer to conclude a free licensing agreement for the Software. absence.io can accept this offer by setting up and granting the Customer access to the Account or by sending a message to the specified email address with the access data for the account set up.

2.2. No contract with consumers. absence.io does not provide its services to consumers but instead expressly for the commercial or independent professional activities of the Customer.

2.3. No right of revocation. As the Customer is not a consumer, he or she shall not have any legal right of revocation.

2.4. Duties in e-commerce. Section 312i (1) nos. 1, 2 and 3, as well as Section 312i (1) sentence 2 BGB [German Civil Code], which stipulate certain duties of absence.io in e-commerce, are herewith waived.

 

3. Free trial periods

3.1. Trial period. The contractual relationship may start with a free trial period. The free trial period should allow new customers to initially try out the services of absence.io. Unless otherwise specified during registration, the trial period shall be 30 days.

3.2. Registration. When registering for a free trial period via the website www.absence.io, the Customer shall have the option of checking and correcting all information provided upon successful registration. The registration shall only become binding once the Customer presses the "Signup" button. Until then, the process can be cancelled at any time by closing the browser window. absence.io shall send the Customer a registration confirmation to the email address specified by the Customer.

3.3. Limitation. absence.io shall assess your entitlement to a free trial period and limit it at its own discretion to prevent misuse if necessary. If absence.io determines that you are not entitled to a free trial period, we reserve the right to revoke it and to shut down your access. Every Customer shall only be entitled to register once for a free trial period. Customers who have an existing contractual relationship shall not be eligible to take part. absence.io shall be authorized to have access to data such as the device ID, the payment method or the email address which has already been used for an existing or a recently existing contractual relationship to check your authorization status.

3.4. End of the trial period. If you wish to make further use of absence.io's services after the expiry of the trial period, you do not need to do anything else. You will then receive absence.io's services for a monthly fee and can terminate the contractual relationship at the expiry of each extension period of one month. The monthly fee and the end date of the free trial period can be viewed in the account settings. A single click in the settings or an email to hello@absence.io before the expiry of the trial period shall be sufficient to terminate the trial period.

3.5. If you wish to use your customer account after the free trial period expires, you must enter valid payment information. By doing so, the Customer shall conclude a contract with absence.io against payment of a fee. The corresponding usage fee shall be debited at the beginning of each monthly term. The trial period can be terminated early by deleting the Account before expiry of the trial period.

 

4. Services of absence.io

4.1. Service. absence.io shall provide the Customer with access to the Software over the internet for the duration of the Contract. Details on the scope of service are contained in the product descriptions (available in this Feature list).

4.2. Right of use. absence.io shall grant the Customer a simple, non-sublicensable and non-transferable right of use which is subject to the following provisions and limited in time to the term of the Contract. Surrendering use of or making the services available to third parties, as well as their use by third parties, including affiliated companies in the sense of Section 15 et seq. of the German Stock Corporation Act (AktG), is prohibited.

4.3. Availability. absence.io guarantees an average annual service availability of at least 95%.

(a) Transfer point. absence.io shall deliver its services at the connection point of the data center used by absence.io to the internet. The Customer shall be responsible for the internet connection between the data center and him/herself.

(b) Achieved availability. When determining the actual availability, failures due to force majeure (e.g. strikes, riots, natural disasters, epidemics) shall be disregarded. System stoppages by absence.io which absence.io may deem necessary for safety purposes, provided that absence.io had taken adequate precautionary security measures (e.g. denial of service attacks, severe vulnerability in a third-party software used without available patch), or those which absence.io undertakes because the Customer is in arrears with its contractual obligations (e.g. payment of the agreed usage fee) shall also be disregarded.

4.4. Support. absence.io shall provide free support to assist its customers with technical issues related to the use of its services. absence.io's support services shall be provided on weekdays from Monday to Friday from 9 am to 5 pm (CET). Excluded are German statutory holidays, additional statutory holidays in the federal state of Bavaria as well as the 24th and 31st of December of each year. The time until the first response to email enquiries may vary depending on capacity. absence.io shall make every effort to react within a reasonable period of time. Enquiries received outside of regular support hours shall be deemed to have been received during the next business day. The support shall not include: general advice or training on marketing, legal advice, or setup work. Technical support for Customer websites shall only be provided to the extent an absence.io widget is directly affected.

4.5. Services provided by third parties. absence.io may employ third parties for providing its services at its sole discretion.

 

5. Additional terms and conditions for the absence.io Terminal System

5.1. General information

5.1.1. Scope and conflicting terms. For orders of the absence.io Terminal System the following general terms and conditions shall apply in addition to these General Terms and Conditions; they shall also apply in the case of absence.io being aware of contradicting terms and conditions of sale of the Customer deviating from those of absence.io and if absence GmbH unconditionally executes the Customer's order. Contradicting or deviating terms and conditions of the Customer shall only apply if they comply with the following terms and conditions or if absence.io has expressly agreed to their validity in writing.

5.1.2. Subject matter of the contract. The absence.io Terminal System is composed of the end device (hardware), an Android-based hardware on the terminal ("kiosk app") as well as an administration and time tracking app ("app.absence.io").

5.1.3. Scope of hardware, reservation of proprietary rights, subsequent improvement of the hardware. The Terminal consists of the following individual parts: Terminal hardware, power supply unit, USB cable, assembly set. If agreed upon, additional MiFair ID cards and/or tokens are supplied. Property as per the reservation of proprietary rights agreed in clause 5.7 below with regard to the agreed number of absence.io Terminal end devices is put at the Customer's disposal.

5.1.4. Agreements on executing the order and properties of the products. Any and all agreements made between the Customer and absence.io in connection with executing an order, have to be laid down in writing. Properties of the products which the customer expects according to public statements of absence.io, in particular in advertising, shall only be deemed to be part of the agreed properties and condition, if they are repeated in the written agreement.

5.1.5. Availability. The absence.io Terminal System is available for the following countries: Germany, Austria, Switzerland, Spain. If a contract is offered by persons having their seat in a country other than in the afore-mentioned countries, absence.io shall reserve the right, in the individual case, to conclude an agreement.

5.2. Guaranteeing the GoBD Principles for Duly Maintaining, Keeping and Storing Books, Records and Documents in Electronic Form and for Data Access, as provided by the German tax authorities. If applicable, the Customer has to guarantee that all of the Terminals operated by the Customer will be linked by means of the kiosk app installed on these within the first week after concluding the agreement via the Internet with app.absence.io for the purpose of synchronising the administered data.

5.3. Kiosk app and app.absence.io app

5.3.1. Use of the kiosk app and compatibility. The Customer is granted the right for a timely limited use of the cloud-based app.absence.io App in return for payment. The owner of the rights in the kiosk app is IDENTOS GmbH. The kiosk app exclusively runs on the Terminal hardware. The Terminal hardware delivered at the point of concluding the agreement is supported. The kiosk app is optimised for app.absence.io. It principally functions also with other cloud-based applications and hardware, however, for the compatibility absence.io does not assume any liability. The absence.io Terminal requires a connection to the Internet. The kiosk app does not function without a connection to the Internet, as an Internet connection is required to exchange data with app.absence.io.

5.3.2. Technical availability. absence.io agrees to make the kiosk app and app.absence.io available for use as in these standard terms and conditions, if applicable, as described in these standard terms and conditions and, if applicable, as described in individual contracts and thus achieves a technical availability of 97 % per month. absence.io is authorised to temporarily limit the availability of services offered by the absence.io Terminal System, if this is deemed necessary with regard to capacity limits for the purpose of performing maintenance work or for security reasons. In so far as possible, absence.io shall take the justified interests of its Customers into account by informing them in advance of any upcoming access restrictions.

5.3.3 Availability of the app. After the end of the agreed contract term the app.absence.io will be blocked. For the purpose guaranteeing the "Principles for Duly Maintaining, Keeping and Storing Books, Records and Documents in Electronic Form and for Data Access, as provided by the German tax authorities (GoBD)", absence.io shall make the data available to the Customers for export. If the customer is obliged to comply with the GoBD principles, the Customer has to export the data up to the end of the contract term and store such on his devices in order to comply with the document retention duty of 10 years in compliance with GoBD.

5.4. Offer, offer documents

5.4.1. No legally binding contract offer. The presentation of products on the website does not represent any legally binding offer, but more over only a non-binding online catalogue. By clicking on the button "Buy Now" you confirm that you desire to purchase the goods you have placed in the basket. The confirmation of receipt of your order is sent together with the acceptance of your order directly by clicking the Buy Now button by an automated or personal email. The purchase contract is concluded with this confirmation by email. absence.io saves the contract text and sends the order data by email.

5.4.2. Insignificant deviations. absence.io reserves the right to make technical and design changes with regard to descriptions and details in brochures, catalogues and other documents as well as product amendments with regard to design, construction and materials, if such do not affect the functionality.

5.4.3. Property rights and copyright in the documents. absence.io shall reserve any and all property rights and copyright in illustrations, drawings, calculations and any other documents; they may only be made accessible to third parties if absence.io has agreed thereto in advance in writing; this shall apply in particular to documents which are marked as "confidential" or similar.

5.5. Prices and payment terms

5.5.1. Prices. In so far as the order confirmation does not state otherwise, the prices are understood ex warehouse of IDENTsmart GmbH (Bad Aibling, Germany) including packaging and VAT in the respective statutory amount. In the case of deliveries to countries beyond the European Union you are responsible for payment of possibly incurred taxes and other import duties and taxes.

5.5.2. Payment mode. Payments against prepayment, SEPA-transfer (direct debit), credit card or on account.

5.5.3. Handling payments. Payments are handled by absence.io GmbH.

5.6. Transport, delivery periods, transfer of risk

5.6.1. Delivery. In so far as absence.io sells hardware to the Customer, the goods shall be delivered to the address stated by the Customer on the order form. In so far as nothing to the contrary results from the order confirmation, the goods are delivered by IDENTsmart GmbH ex warehouse of IDENTsmart GmbH (Bad Aibling) to the address stated by the Customer. IDENTsmart GmbH is free to select the shipping mode; the risk shall pass onto the Customer with the delivery.

5.6.2. Delivery terms. Compliance with the delivery terms and performance dates requires all technical queries to have been clarified and the necessary permissions, documents to have been supplied by the Customer, approvals, payments to have been made any and or all other obligations of the Customer to have been provided in due time and or to have been fulfilled. absence.io is authorised to rescind the contract if the export and import documents required for delivery to the Customer, in particular, the US export license required are not granted, or if an upstream supplier does not deliver or fails to deliver in due time. In the individual case delivery by absence.io is possible following an oral agreement.

5.6.3. Postponing the delivery schedule. If it is not possible to comply with an agreed delivery schedule or performance date for reasons due to force majeure, labour disputes, unforeseeable impediments or other circumstances which are beyond the control of absence.io, the delivery schedule or performance date shall be appropriately postponed in such cases.

5.6.4. Commencement of default. If a delivery schedule or performance date has not been declared to be binding pursuant to Section 5.6.2., absence.io shall be deemed to be in default at the earliest by a written request from the Customer which may be presented at the earliest one month following the date in question.

5.6.5. Right of rescission. In the case of non-compliance of a delivery schedule or performance date which has been stated as binding pursuant to Section 5.6.2. or in the event of non-compliance with the Customer's request in accordance with Section 5.6.4. from reasons other than those stated in Sections 5.6.3. and 5.6.4., the Customer is entitled to set an appropriate period of grace of at least 2 (further) weeks in writing with the declaration that the Customer with rescind the contract once this period has lapsed. If the given deadline expires without delivery or performance, the Customer shall be entitled to rescind the contract with regard to the delivery or performance in default, in so far as absence.io has to justify the delayed delivery. If absence.io only has to justify one part of the delivery or performance, the Customer shall only be entitled to rescind the contract in full, if the partial fulfilment thereof is of no interest for the Customer. Other claims shall only exist within the scope of Section 5 (Liability).

5.6.6. Exercising the option. The Customer is obliged on request of absence.io to declare within an appropriate period whether the Customer desires to rescind the contract on the grounds of the delayed delivery and/or to demand damages in lieu of performance or still desires the delivery as ordered.

5.6.7. Impossibility of delivery. In so far as the delivery is impossible, the Customer shall be entitled to demand damages, unless absence.io has to justify the impossibility. The Customer's damage claim is, however, limited to 10% of the value of the part of the delivery which cannot be put into appropriate operation on the grounds of impossibility.

5.6.8. Delayed acceptance on the part of the Customer. If the Customer defaults in acceptance or if the Customer otherwise violates or any of his obligations to cooperate, absence.io shall in such a case be entitled to demand compensation of the damage arising on the part of absence.io including possible additional expenses. In such a case, the risk of accidental loss or accidental deterioration of the purchased object shall pass on to the Customer at the point in time at which the Customer is in default of acceptance.

5.7. Reservation of title

5.7.1. Goods subject to retention of title. Up until complete payment of all remuneration claims of absence.io resulting from this contractual relationship absence.io shall reserve the title of ownership in the goods delivered ("goods subject to retention of title").

5.7.2. Duty of care. The Customer is obliged to treat the goods subject to retention of title with due care, in particular, to insure such goods appropriately and at its own expense.

5.7.3. Combining, mixing, processing, reworking. Any combining, mixing, processing or reworking of the goods subject to retention of title shall be performed exclusively on behalf of absence.io; absence.io shall acquire a co-ownership share in the finished products or new goods corresponding to the ratio of the value in the good subject to retention of title to the value of the other processed goods at the point in time of processing.

5.7.4. Extension of retention of title. The Customer is authorised to sell the goods subject to retention of title or in the co-ownership of absence.io in due business transactions under a retention of title. As a precaution the Customer shall, however, assign on this date its future claims from forwarding the goods subject to retention of title in the invoice amount (including Value Added Tax / VAT) for the goods subject to retention of title until all claims of absence.io as stated in Section 5.7.1 have been settled; absence.io herewith accepts this assignment. If absence.io only has a co-ownership share in the goods sold, its claims shall only be deemed to be assigned in the amount of the sales value of this share, however, taking priority over the other claims. The Customer shall be entitled to collect the claim even after the assignment; the right of absence.io to collect the claim itself shall remain unaffected hereby. By request of absence.io the Customer shall notify absence.io of the name and address of the Customers in concern, as well as of the type and scope of claims existing against these. Absence.io may disclose such assignment to protect the payment claims of absence.io at any time. The Customer shall not be permitted to assign goods subject to a retention of title for the purpose of hypothecation or transfer by way of security.

5.7.5. Duty of notification in the event of third-party access. In the case of attachment or any other third-party access with regard to the goods subject to a retention of title, the Customer shall draw attention to the ownership of absence.io without undue delay and shall inform absence.io in writing thereof without undue delay. The Customer shall bear any and all costs of intervention proceedings and other defensive measures to in connection with such a third-party access.

5.7.6. Rights in connection with conduct contrary to the contract. In the event of any conduct on the part of the Customer which is contrary to the contract, in particular in connection with default in payment or in opening insolvency proceedings over the assets or if a cessation of payment is to be expected, absence.io may revoke the Customer's authorisation to collect payment claims for the purpose of further sale and/or reworking and/or processing goods subject to retention of title. Furthermore, absence.io may in the cases stated in sentence 1 also rescind the contract after an appropriate period of grace has lapsed fruitlessly and then take back the goods subject to retention of title at the Customer's expense and/or demand the assignment of the Customer's claims for surrender against third parties; it shall not be deemed necessary to set an appropriate period of grace, if the Customer refuses to refrain from its conduct contrary to the contract, in particular seriously and ultimately refuses to effect payment or if special circumstances are given which in consideration of the mutual interests justify a rescission without undue delay. Such rights shall also exist even if the secured claims have become time-barred. absence.io shall be entitled to dispose of the goods subject to retention and to satisfy its unsettled claims by offsetting these against the Customer from the proceeds derived therefrom.

5.7.7. Gaining access and obtaining admission to exercising rights. In so far as absence.io is authorised to take back the goods subject to retention of title, the Customer shall irrevocably grant absence.io for the purpose of collecting the goods subject to retention of title unrestricted access to its business rooms and/or to its business premises during normal business hours.

5.8. Material defects

5.8.1. Reworking defects or substitution. If a material defect is identified in a product delivered by absence.io within the statutory period of limitation pursuant to Section 5.8.4 and which already existed at the point in time of transfer of the risk, absence.io shall eliminate the material defect free of charge or shall replace the product. In the case of a faulty work performance, absence.io shall rework the performance or render it anew.

5.8.2. Material defects. A material defect is deemed to be given, if the quality of the product or performance delivered fails to comply with the written agreements laid down between the Customer and absence.io; product properties which the Customer expects following public statements on the product, in particular, in advertising, are only deemed to pertain to the agreed quality if such are repeated in the written agreement. A material defect shall only be deemed to be given for want of a written agreement, if the product or work service fails to comply with the product information provided in our Online Shop.

5.8.3. Limitation of warranty claims. Material claims of the Customer shall be excluded:

in the event of an only insignificant deviation from the agreed property or product information in our Online Shop;
in the event of an only insignificantly impaired usability;
in the case of damage arising following a transfer of perils as a result of external influences, such as fire, water, voltage fluctuations or similar, improper installation, operation, use or maintenance, use beyond the areas of use and environmental conditions expressly specified by absence.io, application in combination with other products which have not been authorised by absence.io for such a case, exposure to excessive stress or normal wear and tear;
in the case of non-reproducible software errors;
for incorrectly executed modifications made by the Customer or by a third party to the products and the consequences resulting therefrom;
insofar as the Customer does not give a notification of identifiable defects within 5 working days as of the date of delivery and does not give a notification of non-identifiable defects within 5 working days as of the date of discovery vis-à-vis absence.io.
5.8.4. Time limitation. Claims regarding material defects shall be time-barred in 12 months as of delivery and/or acceptance of work performance if you are a contractor and in 24 months, if you are a consumer. This shall not apply in the case of malice, intent, gross negligence and damages arising out of death, injury to body or health. Supplementary performance shall not lead to a new onset of time limitation.

5.8.5. Inhibition of time limitation. The inhibition of time limitation during negotiations between the contracting parties concerning the existence of Customer rights on the grounds of an asserted defect shall be limited to the asserted claim. Negotiations with an inhibiting effect shall commence as of the point in time at which absence.io has received the written description of the asserted defect. Negotiations with an inhibiting effect shall end at the point in time in which absence.io has remedied the defect or such has failed, a contracting party has notified the discontinuation of negotiations in writing, otherwise 3 months after receipt of the last statement of a contracting party with regard to the asserted defect by the other contracting party.

5.8.6. Cure. The Customer shall be obliged to initially grant absence.io sufficient opportunity for the purpose of a cure within an appropriate deadline. The cure shall be performed without acknowledging any legal obligation.

5.8.7. Failure of cure. If a cure fails even within a deadline set by the Customer, in such case the Customer shall be entitled to rescind the contract notwithstanding any damage claims pursuant to Section 5 or to reduce the remuneration.

5.8.8. Reimbursement of expenses. Claims of the Customer with regard to reimbursement of expenses for the purpose of subsequent fulfilment, in particular travel and transport expenses, manpower and material expenses, in so far as the expenses rise because a product has to be subsequently transported to another location other than the delivery site, unless the shipment corresponds to the intended use known at the point of concluding the contract.

5.8.9. Verification of defects. If the verification of a notice of defects reveals that no defect is given, the costs for verifying and, if applicable, repairs at the respectively valid charge rates of absence.io for individual orders shall be billed. In such case the costs for sending in the rejected product shall not be refunded and the product shall be returned at the expense and risk of the Customer.

5.9. Software

5.9.1. Application of copyright regulations. Notwithstanding an objective protectability of the software under copyright regulations, the national and international copyright regulations between the parties shall apply with regard to the software provided by absence.io pursuant to this contract.

5.9.2. Right of use. absence.io shall grant the Customer a non-exclusive personal right of use with regard to the software and its documentation.

5.9.3. Copies of the software. The software may only be copied for the purpose of backup purposes, for archiving purposes, as substitute or for troubleshooting. Copies have to bear the same copyright label as the original.

5.9.4. Transfer to third parties. A right of use for the software (software license) granted by absence.io which is required for operation of the hardware (operating system software) may only be transferred to a third party after obtaining the previous written approval of absence.io in advance; absence.io shall not deny such approval without any reason. A software license for the application software may not be transferred. Without the previous written approval of absence.io the Customer may neither grant sublicenses nor transfer the software to any third party.

5.10. Industrial property rights; legal defects

5.10.1. Liability in the case of third-party claims. If a third party raises justified claims vis-à-vis the Customer on the grounds of violation of an industrial property right in connection with use of a delivered product in accordance with the contract in a country which has undersigned the European Patent Treaty (e.g. patent, copyright or trade mark), absence.io shall warrant vis-à-vis the Customer in such a case within the deadline as set forth in Section 5.8.4.:

absence.io at its own expense and at the discretion of absence.io shall either entitle the Customer to further use the product, or shall replace such product or modify such product in a way that no further violation is given. If this is not possible on the part of absence.io under appropriate conditions, the Customer shall be entitled to avail itself of the statutory right to withdraw from the contract or to reduce the price. The Customer shall not be entitled to demand a replacement of wasted expenses.
The liability for damages shall be based on Section 5.
The above-mentioned obligations on the part of absence.io shall only exist in so far as the Customer has informed absence.io in writing without undue delay of any and all claims raised by the third party and has not acknowledged a violation of the third party's rights and in so far as all settlement negotiations shall be reserved to absence.io. If the Customer discontinues to use the product for damage minimising or any other important reasons, in such case the Customer shall be obliged to inform the third party that the discontinuation of use does not represent any acknowledgement of the violation of an industrial property right.
5.10.2. Responsibility. Claims on the part of the Customer shall only be given, in so far as absence.io has to justify the violation of the industrial property right and the Customer does not have to justify the violation of the industrial property right.

5.10.3. Exclusion of claims in connection with the Customer's specification. Claims on the part of the Customer shall furthermore be excluded, in so far as the violation results from complying with the Customer's specification and in so far as the violation results from modifying products, the combination of products with supplements or by using products or parts thereof in implementing a procedure without the products themselves violating the industrial property right.

5.10.4. Exclusion of claims in the case of warning or knowledge. In addition thereto claims on the part of the Customer shall be excluded in the case of violations occurring after the Customer has been warned or after the Customer has obtained knowledge of a possible violation, unless has absence.io has agreed in writing to further violations.

5.10.5. Right of rescission. In the case of claims on the part of the Customer pursuant to Section 5.10.1. absence.io shall be authorised to rescind the contract with regard to pending deliveries.

5.10.6. No granting of other licenses. By selling the products no license to utilise industrial property rights of absence.io relating to a combination of objects and/or products or procedures in which the products are or may be used shall be granted.

5.10.7. Other legal defects. In the case of the existence of other legal defects the terms set forth in Section 5.8. shall apply accordingly.

5.10.8. Further claims. Further claims or claims of the Customer other than those regulated in this Section 5.10. vis-à-vis the Customer and their vicarious agents on the grounds of a legal defect shall be deemed to be excluded.

5.10.9. Liability of the Customer. Likewise the Customer shall warrant vis-à-vis absence.io if claims are enforced vis-à-vis absence.io from an alleged violation of industrial property rights which are based on the fact that absence.io complied with instructions of the Customer or modified the product or integrated the product into its system.

5.11. Exported/re-exported products (hardware, software), which are the subject matter of this contract, can be subject to German, US-American or other national export control regulations. The Customer warrants that these control regulations will be observed in the case of exporting/re-exporting products or technical data obtained from absence.io; this shall also apply to products which are manufactured on the basis of these technical data. absence.io shall be furthermore authorised to deny the fulfilment of this contract, if the above-mentioned control regulations would be violated otherwise as a result thereof.

5.12. Further sale. The delivery of products to the Customer shall be effected subject to a further written agreement that these are not intended for further sale, but exclusively for use by the Customer or for the purpose of installation within the Customer's products.

5.13. Miscellaneous

5.13.1. Oral ancillary agreements and written-form clause. No ancillary agreements have been made; supplements to and amendments of this contract shall not be valid unless made in writing; this shall also apply to a possible renunciation of this written-form clause.

5.13.2. No waiver. The failure to exercise any right pursuant to these terms shall not substantiate any waiver on the part of absence.io with regard to any future enforcement of this right.

 

6. Service changes

6.1. Good cause. absence.io shall be entitled to modify its services for good cause at any time. One such cause shall exist in particular if the change is necessary because of (i) a need to adapt to a new legislation or jurisprudence, (ii) to protect the system security, or (iii) to prevent abuse.

6.2. Further development. In addition, absence.io can make reasonable changes to its services within the scope of ongoing further development (e.g. deactivation of old functions which will largely be replaced with new ones), particularly to adapt to technical progress.

 

7. Usage fee and default in payment

7.1. Usage fee. The Customer shall be liable to absence.io for the agreed remuneration for the provision of the services during the contractual period. The calculation basis shall be the number of users. Please refer to the following page http://www.absence.io/en/price for information on the current prices. All prices are exclusive of the statutory Value Added Tax, if applicable.

7.2. Price changes. absence.io reserves the right to amend prices for any new extension period and to make this known with the new invoice. If the Customer objects to the price increase within two weeks of the date of notification, the contractual relationship shall be continued under the previous conditions. In this case, absence.io reserves the right to terminate the contractual relationship as soon as possible.

7.3. Payment date. The monthly fee for the use of absence.io shall be due at the beginning of each invoicing period. The invoicing period shall be defined in accordance with the beginning of the term, i.e. in accordance with the registration date and the end of the free trial period.

7.4. Invoices. absence.io shall invoice its fees at the start of the Contract and thereafter on the same day of the next calendar month (e.g. if the Contract is concluded on February 12, the subsequent invoices shall be issued on March 12, April 12, etc.). Invoicing shall be performed by sending an invoice as a PDF to the email address stated during registration.

7.5. Payment and payment methods. The usage fee shall be paid by credit card or direct debit. The Parties may agree to another payment cycle at any time, e.g. quarterly or yearly in advance, to simplify the accounting process. The Customer undertakes to either deposit credit card information for payment or to grant a corresponding direct debit mandate in the case of payment using SEPA direct debiting. Payment shall be collected after invoicing. Credit card payments shall be carried out by the independent and PCI-compliant service provider Stripe (www.stripe.com). If payment is effected by credit card, absence.io reserves the right to check the validity of the card, the credit limit and the address information. absence.io reserves the right to reject the specified credit card.

7.6. Default. If the Customer defaults on payment of the fee, absence.io shall be entitled to demand default interest in the amount of the respective applicable statutory default interest rate. absence.io reserves the right to furnish proof that it has sustained higher damages as a result of the default. If the Customer is more than four weeks in arrears with payment of the monthly fee, absence.io reserves the right to terminate the contractual relationship to the end of the current invoicing month. Claims of absence.io arising from the use of absence.io to date shall remain unaffected.

8. Duties and obligations of the Customer

8.1. Misuse. The Customer may not misuse absence.io, in particular by publishing or disseminating illegal, defamatory or clearly pornographic or otherwise offensive content, or by using technical tools or methods which adversely affect or could adversely affect the operability of absence.io. In the event of misuse of absence.io which adversely affects the services of absence.io for third parties, absence.io reserves the right to terminate the contractual relationship for good cause. absence.io shall be entitled to immediately delete content created by the Customer which is illegal and/or improper. The Customer also undertakes to protect the access data for its Account from unauthorized disclosure to third parties.

8.2. Cooperation of the Customer. The Customer must enter all requested information truthfully and make any necessary changes in good time using the web portal of absence.io.

8.3. System requirements. Unless otherwise permitted by absence.io, the Customer must use an updated desktop browser version of Internet Explorer, Apple Safari, Google Chrome or Firefox. Further system requirements may result from the user documentation.

 

9. Data protection and confidentiality

9.1. Employee data. The personal data of the users required for implementing and executing absence.io shall be collected, processed and used in accordance with the statutory provisions.

9.2. Data use by the Customer. If the Customer gathers, processes or uses personal data with the Software, it shall be responsible for ensuring that it is entitled to do so in accordance with the applicable data protection provisions in particular, and it shall release absence.io from the claims of third parties in the event of an infringement.

9.3. Deletion of data. Upon termination of the contractual relationship, the personal data shall be deleted provided that no statutory retention obligations exist. In such cases, the data shall be blocked.

9.4. Confidentiality. The contractual partners jointly undertake to treat all information received from the respective other party confidentially and not to make it available to any third parties. In particular, the business and operating secrets as well as information deemed to be confidential that is communicated to and disclosed by the other party shall be subject to confidentiality.

 

10. Limitation of liability

10.1. Liability. absence.io shall be liable without limitation for damages resulting from injury to life, limb or health caused by an intentional or negligent violation of duty, or for other damages caused by an intentional or grossly negligent violation of duty or malice. absence.io shall also be liable without limitation for damages which are covered by the limitation in accordance with mandatory legal provisions, such as the product liability law, as well as in the case of the assumption of guarantees.

10.2. Other liability. Damages which are not covered by Section 9.1 and were culpably caused by the behaviour of the legal representative, executive employees or other vicarious agents, absence.io's liability shall be limited to typical foreseeable contractual damages.

 

11. Contract term and termination

11.1. Minimum contract period. In the case of contracts against payment with monthly invoicing, a minimum contractual period of one month shall apply. After expiry of the minimum contractual period, the licensing agreement shall be extended by a period of one month if the Customer does not terminate the contractual relationship before the beginning of such an extension period.

11.2. The Customer can terminate the Contract for the use of absence.io to the end of the contractual period. Termination must be effected in due time in writing or online at least four weeks before the end of the contract term. The account shall be deleted by absence.io after a period of 7 days following the end of the last invoicing month.

 

12. Final provisions

12.1. absence.io shall have the right to change these Terms and Conditions or to supplement them with regulations for the use of newly introduced additional services or functions. Changes or supplements to the Terms and Conditions shall be communicated to the Customer by email to the email address specified by the Customer no later than four weeks before said changes or supplements are due to come into force. The Customer shall be deemed to have given their agreement to the change(s) made to the Terms and Conditions if it does not contradict the change(s) in text form (e.g. by letter, fax, email) within a period of two weeks, beginning with the day following the notification of the change(s).

12.2. If the Customer objects to the change(s) made to the Terms and Conditions in due time and form, the contractual relationship shall be continued under the previous conditions. In this case, absence.io reserves the right to terminate the contractual relationship as soon as possible.

12.3. Declarations. Unless otherwise provided for, notifications and declarations can only be made in writing pursuant to Section 126b BGB (e.g. by email). absence.io can use the email address provided by the Customer for this purpose. The Customer agrees to inform of any changes without undue delay.

12.4. Text form. Ancillary agreements, supplements or changes to the contract must be in writing. The same shall apply to an abandonment of this form requirement.

12.5. Offsetting, retention. The Customer can only offset claims from absence.io against undisputed or legally established claims. A right of retention or the defence of unperformed contract shall only be available to the Customer for undisputed or legally established counterclaims resulting from this contractual relationship.

12.6. Applicable law. This Contract shall be governed exclusively by German law under exclusion of the UN Convention on Contracts for the International Sale of Goods. Conflict-of-law rules shall not apply.

12.7. Jurisdiction. If the Customer is a merchant, a legal entity under public law, or a special fund under public law, the exclusive place of jurisdiction shall be that at the place of absence.io’s registered office.

12.8. Severability. If any individual provisions of this Agreement are or become invalid, this shall not affect the validity of the remaining provisions. In this case, the invalid provision shall be replaced by another valid provision which corresponds to the originally intended purpose and the economic result the Parties would have agreed upon in good faith. The same shall apply in the event of a contractual gap."

EUR US GBP