General Terms and Conditions (GTC)
1.1 Personio SE & Co. KG ("Personio") offers a web-based HR software-as-a-service (SaaS) ("Software") for small and medium-sized companies and associated services ("Services").
1.2 These general terms and conditions (“GTC”) govern the subscription for the Software and the provision of Services to the customer. Software and Services may additionally be subject to offer documents (or similar) issued by Personio (together “Agreement”). Services may be subject to specific supplemental terms that apply to the customer’s subscription and those supplemental terms form part of the Agreement.
1.3 Deviating terms and conditions of the customer do not apply to the Agreement, unless Personio expressly agrees to their application in writing.
2. Conclusion of Contract, Trial
2.1 The use of the Software requires creating an account (“Account”). By creation of an Account, the customer submits a binding offer to conclude an Agreement for the free of charge use of the Software for trial purposes. Personio may at its sole discretion accept this offer by sending a notification to the indicated e-mail address with the login details for the Account set up. Upon Account activation, Personio grants the customer a free right to use the Software for a period of 14 days for trial purposes ("Trial"). The customer is only entitled to one Trial. Personio may extend the Trial at its sole discretion. After the expiration of the Trial, the customer’s Account will be blocked.
2.2 After expiration of the Trial according to section 2.1 the customer may conclude a fee-based Agreement with Personio for the Software and / or Services. The customer can choose between the Software plans and with a varying scope of additional apps for a predefined maximum number of employees.
2.3 Fee-based Agreements may be concluded by the customer by (a) choosing the Software and Services and adding the required contract information in their Account with Personio’s confirmation, or (b) requesting a respective offer in writing or text form from Personio and the customer accepting the same.
3. Scope of Software and Services
3.1 Personio shall provide the Software and Services during the subscription term of the Agreement. The scope of functionalities for the Software and the description of Services shall be made available to the customer on the Personio website or otherwise (e.g. via an individual offer) ("Service Description").
3.2 Software components with unrestricted scope of use (e.g. E-signature or CV-Parsing) may be subject to fair use as reasonably determined and communicated by Personio (“Fair Use Principle”). The Fair Use Principle will be exercised by Personio to ensure availability of the relevant functionality for all users. Inappropriate use or excessive use of the relevant functionality shall entitle Personio, after prior notice, to restrict customers’ use of the relevant functionality.
3.4 The customer can switch between the offered plans of the Software and change the maximum number of employees that can be administered by a plan. Personio shall invoice any additional amounts without undue delay or as agreed between the parties. Any upgrades will take effect from the date the customer makes or confirms such adjustment. For downgrades the notice periods pursuant to sections 7.2 and 7.3 shall apply accordingly. For the avoidance of doubt, the customer is not entitled to a (pro rata) refund.
3.5 Without limiting other rights or remedies, Personio may temporarily suspend (without liability) the customer's access to any portion of the Software and Services, if (a) Personio reasonably determines that (i) there is a threat or attack on the Software or other event that may create a risk to the Software, the customer or any other third party; (ii) the customer's use of the Software disrupts or poses a security risk to the Software or any other third party; or (iii) the customer has exceeded the Fair Use Principle as set out in section 3.2; or (b) Personio has notified the customer that any amount owed by the customer under the Agreement is thirty (30) or more days overdue, and the customer has failed to submit payment in full within five (5) days of receipt of such notice (collectively, “Suspensions”). Personio shall provide notice in advance (where reasonably possible) of any Suspension and provide updates regarding resumption of Software or Services following any Suspension.
4.1 Personio provides the Software with an availability of 99% on an annual average. Times in which the server cannot be reached due to other technical problems beyond the control of Personio (e.g. force majeure) are excluded. Also excluded is planned maintenance work (e.g. updates to the Software) which takes place outside of Monday to Friday between 9:00 am and 6:00 pm BST/CEST/CET (“Normal Business Hours”).
4.2 In case of error reports received outside the support hours, the troubleshooting begins on the following working day. Delays of the troubleshooting that the customer is responsible for (e.g. due to unavailability of a contact person on the customer side or belated notification of the disruption), are not credited towards the troubleshooting time.
5. Customer Responsibilities
5.1 The following responsibilities are major obligations of the customer and are not only to be classified as secondary obligations or duties.
5.2 During the Trial in accordance with section 2.1, the customer is obliged to review the functionalities of the Software and to notify Personio in text form about possible defects and other deviations from the Service Description before concluding a fee-based Agreement for the use of the Software. The customer cannot invoke defects and other deviations from the Service Description, which were already known or present during the Trial, but were not reported before the conclusion of a fee-based Agreement for the use of the Software.
5.3 The customer shall provide a qualified contact person together with a deputy, who is entitled to make all necessary decisions, that are required for the contractually agreed provision of Software and Services or to bring about such decisions without undue delay. The customer shall inform Personio about any changes of the contact person (including deputy) without undue delay.
5.4 The customer is solely responsible for the content and data processed within the Software. The customer shall use the Software only in accordance with the Agreement and within the framework of the applicable statutory provisions and not to infringe any rights of third parties during use. The customer will inform Personio without undue delay in text form about: (i) the misuse or suspicion of misuse of the Software and Services; (ii) a risk or suspicion of a risk for the compliance of data protection or data security which occurs within the scope of the provision of the Software and Services; (iii) a risk or suspicion of a risk for the service provided by Personio, e.g. due to loss of access data or hacker attack.
5.5 The customer shall ensure the following technical requirements:
5.5.1 The connection to the internet in adequate bandwidth and latency is the customer’s responsibility.
5.5.2 For an optimal use of the offers and functions of the Software the customer shall use the latest versions of the following browser types Google Chrome, Microsoft Edge or Mozilla Firefox or any other browser notified by Personio. Functional cookies are needed for the usability of the Software. If these are not permitted by the customer, Personio shall not be liable for any restrictions resulting from this.
5.5.3 The customer is responsible for taking state-of-the-art IT security measures to ensure that the use of the Software is subject to appropriate security standards within their own organisation.
5.5.4 The use of shared accounts (e.g. firstname.lastname@example.org) is prohibited. The customer shall ensure that their users of the Software do not share their login data.
5.5.5 The customer shall ensure the security of the internet connection used, in particular the use of company-owned instead of public Virtual Private Networks (VPN) as well as the use of VPN connections in public networks.
5.6 The customer is responsible for the professional setup and administration of the Account. This applies regardless of whether Personio supports the customer setting up the account in any form. This includes: (i) the professional setup of the Account, in particular the migration of data, configuration of processes and products; (ii) the technical setup of Integrations in the Account and in the Third-Party System, such as determining whether certain data fields should be transferred or how customer-specific values from multiple-selection fields are to be assigned; (iii) verification of the correct functioning of the Integration on the basis of test cases (e.g. concerning the text length of open text fields) before productive use; (iv) the technical integration of interfaces on the customer side in accordance with the specification of incoming and outgoing data, including API key input and the activation of interfaces in the Third-Party System; (v) the administration of the account, in particular the creation of users and roles and the assignment of access.
6. Grant of Rights
6.1 Personio grants the customer a non-exclusive, non-transferable and time-limited usage right for the subscribed for Software for the agreed term. For rights of use to Third-Party Systems and Partner Integrations, the provisions of the respective provider will apply.
6.2 The customer undertakes to use the Software only in accordance with the Agreement and not to provide it to third parties to use. Insofar as the Software plan provides for this, the customer’s usage right also extends to the customers affiliates within the meaning of § 271 German Commercial Code, §§ 15 ff. German Stock Corporation Act or to affiliated companies/holding companies/subsidiaries within relevant applicable provisions of corporate law.
6.3 Personio may process non-personal or anonymous data to develop and improve functionality and the customers’ experience with the Software. For this purpose Personio may anonymise data stored in the Software. The customer agrees that Personio owns all rights in and is free to use any such non-personal or anonymous data in any way it deems fit for development, diagnostic, corrective, security as well as marketing or any other purposes.
7. Term and Termination
7.1 The customer can choose a monthly or a yearly subscription Agreement. For Services, the term of the Software applies unless specifically stated otherwise.
7.2 In case of Agreements with a monthly subscription, an initial term of one month shall apply. After the expiry of the initial term, the Agreement shall automatically renew on a monthly basis until either party terminates the Agreement with a notice not later than 15 days’ prior to the renewal date.
7.3 In case of Agreements with an annual subscription, an initial term of one year shall apply. After the expiry of the initial term, the Agreement shall automatically renew on a yearly basis, until either party terminates the Agreement with notice not later than three months’ prior to the renewal date.
7.4 The right of both parties to terminate the Agreement for good cause remains unaffected.
7.5 Notice of termination must be given in written form. All licences and rights granted under the Agreement shall be immediately terminated.
8. Payment Term
8.1 The customer agrees to pay the fees for the Software and any applicable Services in accordance with the applicable offer or invoice, and authorises Personio to conduct direct debits of customer’s designated bank account or credit card for such fees as they become payable (upfront in advance for the applicable term). Electronic invoices will be sent to the customer.
8.2 All amounts and fees are exclusive of taxes, duties, levies, tariffs, and other governmental charges (collectively, “Taxes”). The customer shall be responsible for payment of all Taxes and any related interest and/or penalties resulting from any payments made hereunder, other than any taxes based on Personio’s net income.
8.3 For Agreements with a monthly subscription, the billing period begins on the commencement date of the Agreement or as otherwise agreed by the parties in text form and ends with the expiry of one month.
8.4 For Agreements with a yearly subscription, the billing period begins on the commencement date of the Agreement or as otherwise agreed by the parties in text form and ends with the expiry of one year. Payment shall be due two weeks from the invoice date.
9. Warranty, Claims and Obligations in Case of Defects
9.1 Sections 9.2, 9.4, 9.6 and 9.7 shall apply only in case of paid Software/Services provision by Personio. To the extent Personio provides Software/Services free of charge, Personio’s liability for defects is limited to fraudulent intent.
9.2 Personio shall provide the Software free from material and legal defects (e.g., violation of third party intellectual property rights) and shall maintain the Software in a condition suitable for contractual use during the term of the Agreement.
9.3 Any defects or disruptions of the system availability shall be reported by the customer together with the details of the circumstances of their occurrence without undue delay after it has become known. In case of occurring Software disruptions the customer will support Personio to a reasonable extent in the identification and correction of errors.
9.4 Personio shall remedy the defect within a reasonable period of time. In case of reports and disruptions of the system availability which lead to a total failure of the Software and which are received within the support hours (as published by Personio), Personio will attempt to ensure a reaction time of four hours from the beginning of the disruption. In case of minor errors that do not lead to a total failure of the Software and that occur during ongoing operation, Personio will attempt to respond no later than one working day after receipt of the error message.
9.5 Personio shall be entitled to show temporary workarounds and to eliminate the actual cause later by making adjustments to the Software, provided that this is reasonable for the customer.
9.6 The strict liability for initial defects in accordance with § 536a (1), Alt. 1 German Civil Code is excluded.
9.7 Defect claims expire within 12 months. This does not apply in case of defect claims for damages for which Personio is mandatorily liable under the statutory law (see section 10.1).
10. Limitation of Liability
10.1 In the case of paid or unpaid service provision Personio is liable according to the statutory provisions for damages resulting from the injury of life, of the body or health and for other loss due to a breach of duty resulting from intent, gross negligence and fraudulent intent. In addition Personio is liable according to the statutory provisions towards customers with a fee-based Agreements for the use of the Software for damages covered by liability under mandatory statutory provisions such as in the case of assumption of guarantees, fraudulent concealment of a defect or according to German Product Liability Law in the case of paid services. Guarantees by Personio are only given in written form and in case of doubt are to be interpreted as such, only if they are referred to as “guarantee”.
10.2 In case of slight negligence for paid service provisions, Personio is only liable for damages caused by Personio and which are due to such essential breaches of duty, which endanger achieving the purpose of the Agreement or to breaches of duties, whose fulfilment enables the proper execution of the Agreement in the first place and whose compliance the customer may rely on (so-called violation of cardinal obligations). In these cases the liability of Personio is limited to typically contractual predictable damages. Liability for slight negligent violation of obligations that are not cardinal obligations (see Section 10.2 sentence 1) are excluded, except where Personio is liable by law (see Section 10.1 sentence 2).
10.3 In the case of free service provision (e.g., within the Trial) Personio is responsible only for damage, which is based on wilful intent, or gross negligence as well as fraudulent intent. This limitation of liability does not apply to damages resulting from injury to life, body or health, for this Personio is liable without limitation.
10.4 The limitations of liability in sections 10.1 to 10.3 also apply to claims against executive employees, employees, other vicarious agents or subcontractors of Personio.
11. Data Protection and Confidentiality
11.1 Personio acts as a processor for the customer data stored and processed in the Software and the customer shall be the data controller of such data. For customers who have already entered into separate data processing agreements prior to August 08, 2023, the data processing agreement stored in their Account remains valid (if applicable). For all other customers, the controller-processor agreement on the Personio website (www.personio.com/terms/) (“Data Processing Addendum”) is hereby agreed and incorporated and forms an integral part of the Agreement. In case of a conflict, the data processing agreement / Data Processing Addendum, respectively, shall prevail over these GTC.
11.2 “Confidential Information” shall mean any information, no matter whether written or oral, which (i) by its nature is confidential or subject to secrecy or (ii) which the party, whom the information is transmitted to, must have recognised as confidential and a subject to secrecy because of exceptional circumstances. Confidential Information includes, in particular, product descriptions and specifications as well as prices.
11.2.1 Not to disclose Confidential Information of the respective other party to third parties without express consent (at least in text form).
11.2.2 To undertake to use Confidential Information only for contractually agreed purposes.
11.2.3 To take at least the same precautions as they do in regards to their own Confidential Information. Such precautions shall at least be reasonable to prevent disclosure to unauthorized third parties. In addition both contracting parties are obliged to prevent the unauthorized disclosure or use of Confidential Information by their customers, employees, subcontractors or legal representatives.
11.2.4 To inform each other in text form of any misuse of Confidential Information.
11.3 Confidential Information shall not include information which:
11.3.1 Was known to the other party prior to transmission and without an existing confidentiality agreement,
11.3.2 Is transmitted by a third party not subject to a similar confidentiality agreement,
11.3.3 Is otherwise publicly known,
11.3.4 Was independently developed without using confidential information,
11.3.5 Is released for publication in text form, or
11.3.6 Is required to be transmitted due to a final legally binding court order or authority provided that the party affected by the transmission is informed in time in order to take legal protection actions.
11.4 Neither party shall obtain Confidential Information by means of reverse engineering. “Reverse Engineering” in this context means all actions, including observing, testing, examining and reassembling, with the aim of obtaining Confidential Information.
11.5 The restrictions contained in sections 11.2 to 11.4 will continue to apply until the earlier of the relevant Confidential Information ceasing to be confidential and a period of five years following termination of the Agreement.
12.1 Personio has the right to change these GTC at any time or to amend regulations for the use of any newly introduced additional services or features of the Software or Services. Changes and amendments to these GTC shall be announced to the customer by email to the indicated email address not later than four weeks before the scheduled changes come into force. The customer’s consent to the change of the GTC will be deemed granted if the customer does not object to the amendment in text form within a period of two weeks, beginning with the day following the day of the announcement of the amendment. Any announcement shall indicate the relevant amendment, the possibility of objection, the deadline for an objection, the text form requirement and the outcome of an objection.
12.2 Personio reserves the right to modify the Software and/or Services to offer deviating functionalities, unless changes or deviations are not reasonable for the customer. If significant change of the Software supported workflow of the customer and/or limitations in usability of so far generated data go along with the provision of a modified version of the Software or a change of functionality of the Software, Personio will announce this to the customer in text form at the latest four weeks before the effective date of such a change. If the customer does not object to the change in text form within a period of two weeks upon receipt of the notification of change, the change shall become part of the contract. Any announcement shall indicate the relevant amendment, the possibility of objection, the deadline for an objection, the text form requirement and the outcome of an objection.
12.3 Personio further reserves the right to modify the Software and/or Services to offer deviating functionalities, (i) to the extent necessary to make the services offered by Personio compliant to the (case) law applicable to such services, in particular if the legal situation changes; (ii) to the extent Personio complies with a court order or authority decision addressed to Personio; (iii) to the extent necessary to eliminate security vulnerabilities of the software; (iv) due to significant changes in the services or contractual conditions of third-party providers or subcontracting companies, or (v) to the extent that this is predominantly beneficial for the customer. Personio especially reserves the right to restrict or discontinue the provision of additional functionalities or Integrations if the technical partners for these additional functionalities or the providers of the Third-Party Integrations significantly change or limit their services or terms of service and Personio can therefore no longer reasonably be expected to continue providing the above, such as if the additional expense due to Personio’s involvement would be economically unreasonable. For the case of annual calculation, the customer will receive an appropriate pro rata reimbursement of fees paid in advance, provided that the additional functionality or Integration was invoiced separately.
12.4 Personio is entitled to adjust its list prices to compensate personnel cost or other cost increases annually in an appropriate amount. Personio will announce these price adjustments and the effective date of the price adjustments to the customer in text form. The price adjustments shall not apply to the periods the customer has already paid for. If the price increase is more than 5% of the previous price, the customer may object to this list price increase within a period of two weeks from notification. A change in the price resulting from a change in the scope of features or the number of employees to be administered shall not be deemed a price adjustment within the meaning of this section 12.4.
12.5 If the customer objects to a change within the meaning of this section 12 in accordance with the relevant notification requirements, the proposed change will not be effective and the Agreement shall continue under the existing terms. In this case Personio reserves the right to terminate the Agreement extraordinarily on one month’s notice.
12.6 Except as set out in sections 12.1 to 12.4, any variation to the Agreement shall be agreed by the parties in text form.
13. Final Provisions
13.1 Unless otherwise agreed, any notification or declaration under the Agreement shall be made in writing which includes text form (e.g., email). Amendments to the Agreement shall be made in writing or text form. This shall also apply to the waiver of this form requirement.
13.2 If any provision of the Agreement is invalid, illegal or unenforceable, the other provisions of the Agreement will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
13.3 The Agreement between the parties shall be governed by and construed in accordance with the laws of the Federal Republic of Germany excluding the UN Convention on Contracts for the International Sale of Goods. Exclusive place of jurisdiction for all disputes arising from and/or in connection with the Agreement between Personio and the customer is, as far as legally permissible, Munich.
Data Processing Addendum (DPA)
1. General Regulations
1.1 Introduction, Scope, Definitions
1.1.1 These terms govern the rights and obligations of the customer (“Controller”) and Personio (“Processor”) in the context of the processing of personal data on behalf of the Controller in relation to the Software and Services provided by the Processor (“DPA”). This DPA is designed to comply with the provisions of the EU General Data Protection Regulation (“GDPR”). Where there is any conflict between the terms of this DPA and the Agreement, then the terms of this DPA shall take precedence.
1.1.2 Unless otherwise defined in this DPA, all capitalised terms shall have the meaning given to them in the Agreement or in the GDPR, as applicable.
1.1.3 The Controller agrees to the terms of this DPA on behalf of itself and any affiliate(s) who may be involved in the Processing of Personal Data under this DPA. 1.2 Scope of Processing, Categories of Data, Data Subjects
1.2.1 Details regarding the potential processing information is set out in sections 1.2.2 and 1.2.3. The Controller acknowledges the scope of the processing information is at the Controller’s discretion and shall vary depending on the nature of the use of the Software and Services.
1.2.2 Data types / categories may include:
Personnel master data (e.g. name, address, date of birth, telephone number)
Contract master data (e.g. information on professional qualifications and school education, information on continuing vocational training, other documents, employment contracts and certificates concluded or issued between the Controller and his employees)
Accounting and service data (e.g. bank details, absences, vacation plans, sick leave, working hours, employee evaluations)
Contract billing and payment data
1.2.3 Categories of data subjects may include in relation to the Controller (or affiliated company of the Controller):
Employees - Freelancers, salaried employees or volunteers
Former employees - freelancers, salaried employees or volunteers
Future employees, volunteers or applicants
1.2.4 The provision of the contractually agreed data processing takes place exclusively in a member state of the European Union, another state party to the Agreement on the European Economic Area or a state with an adequate level of data protection in accordance with Art. 45 GDPR, as determined by the European Commission.
1.2.5 The Processor shall only carry out an international transfer of personal data to a country outside of the European Economic Area in compliance with the GDPR and shall implement appropriate safeguards to the extent necessary under the GDPR.
1.2.6 The Processor shall Process Personal Data for the duration of the provision of the relevant Software or Services, unless otherwise agreed upon in writing.
The Processor shall ensure that confidentiality is maintained in accordance with Art. 28 para. 3 S. 2 point (b), 29 and 32 para. 4 GDPR. The Processor shall ensure that any person that it authorises to Process Personal Data shall be subject to confidentiality provisions (whether a contractual or a statutory duty).
3. Obligations of the Controller
3.1 The Controller shall be responsible for its own compliance with the GDPR in relation to the use of the Software and Services (as applicable).
3.2 The Controller must inform the Processor immediately and in full if they detect errors or irregularities in light of processing with regard to data protection regulations.
3.3 If necessary, the Controller shall provide the Processor with the contact person for any data protection issues arising within the scope of this DPA.
4.1 The Processor shall not Process any Personal Data on behalf of the Controller other than on the documented instructions of the Controller (provided that such instructions are within the scope of the Software/Services) or as necessary to comply with the GDPR. The Processor shall notify the Controller as soon as reasonably practicable if it determines, acting reasonably, an instruction may infringe the GDPR. The Processor shall not be required to comply with such infringing instruction unless and until the matter has been resolved by agreement of the parties.
4.2 The Controller designates the persons exclusively authorised to issue instructions within the Software. In the event that no person authorised to issue instructions is appointed, only natural persons authorised to legally represent the Controller are entitled to issue instructions. The Processor may suspend the execution of instructions until the Controller has provided proof of the authority to legally represent the Controller to the Processor.
5. Obligations of the Processor
5.1 General Obligations of the Processor
5.1.1 The Processor shall appoint a data protection officer. Contact details (as updated from time to time) of the data protection officer shall be made available on the Processor’s website.
5.1.2 The Processor shall provide reasonable assistance to the Controller in relation to any data protection impact assessment and prior consultations with the Supervisory Authority, in each case solely in relation to the Processing of the Controller’s Personal Data by, taking into account the nature of the processing and information available to the Processor. The Processor may charge the Controller for any assistance to the extent it is not commercially reasonable for the Processor to provide such assistance without charge (considering volume, complexity and timescale). The Processor shall provide the Controller with details of any estimated applicable fees in advance.
5.1.3 The Processor shall immediately inform the Controller of any control actions and measures taken by the Supervisory Authority in so far as they relate to this DPA. This shall also apply if a competent authority determines that Personal Data from this Processing has been processed by the Processor and is connected to administrative or criminal proceedings, unless the Processor is obliged by law or by the authorities to refrain from making such notification.
5.2.1 The Controller is entitled to inspect compliance with the obligations arising from the DPA, the technical and organisational measures (“TOM”) and GDPR upon agreement with the Processor during its usual business hours, taking into account a minimum of 14 days' notice or to have them checked by auditors to be appointed in individual cases. To this end, the Controller may, among other things, inspect the relevant buildings and facilities of the Processor, obtain information or inspect their own data with due regard to the legitimate interests of the Processor. For audits that become necessary due to a security incident or a more than insignificant violation of the provisions for the protection of personal data or provisions of this DPA (“Event-related On-site Audit”), the notification period from sentence 1 shall be reduced to an appropriate period. Furthermore, Event-related On-site Audits are not subject to the restrictions of sections 5.2.3.-5.2.4. of this DPA.
5.2.2 The Processor may make the consent to the audit dependent on the auditor submitting to an appropriate confidentiality agreement. If the auditor commissioned by the Controller is in a competitive relationship with the Processor or if another justified case exists, the Processor has the right to object to the Controller's choice.
5.2.3 Within the scope of this clause, the Processor is only obliged to tolerate and cooperate in one non-event-related on-site audit (without cause) per calendar year. The effort of an non-event-related on-site audit (without cause) is generally limited to one day per calendar year for the Processor.
5.2.4 If and as long as the Processor provides sufficient evidence of the fulfilment of its obligations, in particular the implementation of the TOM and its effectiveness, by means of appropriate evidence, they reserve the right to refuse the non-event-related on-site audit from this section. Appropriate evidence may in particular include approved rules of conduct within the meaning of Art. 40 GDPR or an approved certification procedure within the meaning of Art. 42 GDPR. Both parties agree that the submission of certificates or reports by independent bodies, a conclusive company data security concept or a suitable certification by an IT security and data protection audit are also recognised as suitable evidence.
6. Technical and Organisational Measures
6.1 Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing, as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, the Processor shall implement and maintain TOM to ensure an appropriate level of security of the Controller’s Personal Data. The latest version of TOM can be accessed within the Software (currently in “Settings” > “Support” > ”Subscription & Billing” > “Data Processing Information”).
6.2 The TOM are subject to technical progress and further development and the Processor may update or modify the security measures from time to time, provided that such updates and modifications do not degrade or diminish the overall security of the Software and Services.
7.1 Subcontracting relationships within the meaning of this DPA are only those services that are directly related to the provision of the main service as specified in section 1.2.1. Current sub-processors used by the Processor can be accessed via the Software (currently in “Settings” > “Support” > “Plan & Billing” > “Data Processing Information”). Ancillary services, such as transport, maintenance and cleaning, the use of telecommunications services, user service or customer relationship management as well as other measures to ensure the confidentiality, availability, integrity and resilience of the hardware and software of data processing systems, are not included. The Processor’s obligation to ensure compliance with data protection and data security in accordance with the relevant legal provisions shall remain unaffected in these cases as well.
7.2 The assignment of sub-processors for the Processing or use of Personal Data is in principle only permitted with the approval of the Controller. For the sub-processors listed within the Software at the time the Agreement is concluded, this approval is granted upon conclusion of the Agreement.
7.3 The Processor may remove or add new sub-processors. The Processor shall inform the Controller in text by active notification (email) if they intend to remove or engage a new sub-processor. If the Controller raises no reasonable objection on data protection grounds in text form (including email) within 14 days of receipt of the notice, then it shall be taken as an approval of the change. In the event of an objection, if the parties are not able to achieve a resolution, the Processor may terminate the Agreement with immediate effect.
7.4 The Processor shall enter into an agreement with any sub-processor imposing appropriate contractual obligations on the sub-processor as set out in this DPA and meet the requirements of Art 28 (3) of the GDPR. The Processor shall remain responsible for any act or omission of its sub-processors.
8. Rights of the Data Subjects
8.1 If a data subject addresses the Processor with a claim under Chapter III of the GDPR with regard to the rights of the data subjects, the Processor will refer the data subject to the Controller, provided that an assignment to the Controller is possible after indication of the data subject.
8.2 The Controller acknowledges that the Software enables comprehensive self-administration of its personal data to assist it in connection with its obligations under GDPR (including its obligations to responding to data subject requests). To the extent the Controller is unable to independently address a request then the Processor shall provide reasonable assistance.
8.3 The Processor is not liable if the Controller does not respond to the request of a data subject, does not respond correctly or does not respond in due time and this is solely the fault of the Controller.
9. Information and Notification Obligations
The Processor shall notify the Controller without undue delay upon becoming aware of a Personal Data Breach affecting the Controller’s personal data. Any notification shall be in accordance with Article 33 of the GDPR.
10. Disclosure and Deletion of Data
10.1 Upon completion of the data processing, the Processor shall disclose the Personal Data provided in accordance with the following paragraphs. As a rule, the data processing is terminated at the end of the term of the Service Agreement.
10.2 The Processor is obliged to keep the Personal Data provided for a period of 30 days after the end of the Agreement. The Controller is entitled at any time until the expiry of this period to demand in text form the disclosure of personal data in a machine-readable format or deletion of the stored personal data or, if possible, to download the data directly from the Software. The Controller is solely responsible for the timely export of their data.
10.3 If the Controller issues the Processor with binding instructions for deletion in text form, the Processor shall be entitled to carry out the deletion of data even before the expiry of the retention period pursuant to section 10.2. The only exception to this is the data in respect of which the Processor is legally obliged to store.
10.4 If the Controller has neither requested the data to be disclosed nor requested the deletion of such data by the end of the period pursuant to section 10.2., the Processor shall be obliged to delete such data.
11.1 Both parties shall be liable in accordance with Art. 82 of the GDPR in relation to any loss caused by a breach of this DPA or the GDPR.
11.2 Where, in accordance with Art. 82 (para 4) GDPR, both parties are responsible for any claims by the data subject or third parties, then the Controller shall be solely liable for any loss, except to the extent any proportion of the total loss can be attributed to the Processor. The Controller bears the burden of proof that damage is not the result of circumstances under its responsibility.
11.3 Any exclusions of liability in this DPA shall not apply in the event of intent or gross negligence or in the event of damage resulting from death or personal injury.
11.4 In all other respects, liability shall be governed by the Service Agreement.
12. Final Provisions
12.1 Both parties are obliged to confidentially treat all knowledge of business secrets and data security measures of the other party that were acquired within the scope of the contractual relationship, even beyond the termination of the Agreement. This also applies in particular to the contents of this DPA, as well as all documents, evidence etc. made available within the framework of the data protection audit. If there are any doubts as to whether information is subject to confidentiality, it shall be treated as confidential until it is released in writing by the other party.
12.2 Amendments and supplements to this DPA and all its components - including any assurances given by the Processor - shall be made in text form (including email) in accordance with the GDPR, which may also be in an electronic format, and require an express indication that these terms and conditions have been amended or supplemented. This also applies to the waiver of this formal requirement. The parties agree that adjustments to this DPA shall be concluded in an electronic format in accordance with Art. 28 para. 9 GDPR.
12.3 Should the data of the Controller be endangered by seizure or confiscation, by insolvency or composition proceedings or by other events or measures of third parties, the Processor shall inform the Controller immediately. The Processor shall immediately inform all parties involved in this connection that the sovereignty and ownership of the data lies exclusively with the Controller as the “responsible party” in the sense of the GDPR.
12.4 The law of the Federal Republic of Germany shall apply. The UN Convention on Contracts for the International Sale of Goods (CISG) is not applicable. Exclusive place of jurisdiction for all disputes in connection with this DPA is, if permissible, Munich.
12.5 This DPA replaces all previous or concomitant warranties, arrangements, agreements, contracts or notifications among the Controller and the Processor, whether written or oral, with respect to the subject matter of this DPA unless the parties have concluded a DPA before August 08, 2023.
12.6 Should individual parts of this DPA be invalid, this shall not affect the validity of the remaining parts of this DPA.
General Terms & Conditions for Supporting Services (Professional Services)
1. Scope / Conclusion of Contract
1.1 These General Terms and Conditions (“GTC”) apply to the provision, against payment or free of charge, of supporting services by Personio (hereinafter "Personio") towards the customer (hereinafter "Customer") in connection with the web-based HR software-as-a-service (SaaS) of Personio ("Software"). Supporting services shall include consulting and training services, support in configuration and setup services, splitting or merging of Customer accounts in the Software (Account Split/Mergers), data migration services or any task expressly agreed between Personio and the Customer in writing (“Services”). Personio shall provide the Services exclusively in accordance with the GTC and the individual agreements made between the Personio and the Customer in this respect (hereinafter "Orders"). The use of the Software itself is subject to Personio’s separate GTC.
1.2 Terms and conditions of the Customer which are contrary to or deviate from these GTC shall not become part of the contract - except in case of express written consent of Personio. These terms and conditions shall also apply if Personio performs the deliverables or services without reservation in the knowledge of conflicting or deviating terms and conditions of the Customer.
1.3 The contract between Personio and the Customer is concluded by both parties signing or otherwise agreeing on an Order (e.g. by email or phone).
2.1 The Services to be provided by Personio result from the Orders, any supplementary service descriptions and alternatively these GTC. Services other than those expressly described in the Order are not owed.
2.2 Unless expressly agreed otherwise in writing, scheduling commitments and cost estimates are to be understood as non-binding deadlines and estimates.
2.3 Descriptions of services are only to be regarded as details of the nature of the service. In case of doubt, the service descriptions are not considered as a guarantee. Guarantees by the Personio shall only be made in writing and, in case of doubt, shall only be interpreted as such if they are designated as a "guarantee".
2.4 Where Personio refers to legal requirements (e.g. tax aspects, consent requirements, data protection requirements) or provides legally relevant texts or content (e.g. role and authorisation concepts) these are merely drafts. Personio does not owe any legal advice and in this respect does not warrant the legal conformity of the mentioned services, especially with regard to the requirements of tax law, labour law or data protection law. The Customer has to specify and check the legal conformity of these services themselves or through legally competent third parties.
3. Customer’s Duties and Obligations
3.1 Personio depends on the cooperation of the Customer for a successful and timely performance of the Services to be provided by Personio. Personio therefore undertakes to provide all information, documents and content required for a proper performance of the Services in a timely and complete manner (e.g. data to be imported). The Customer is also obliged to point out, unprompted, circumstances which may be of importance for the performance of the Services by Personio and of which the Customer may be aware that they are unknown to Personio.
3.2 In the event of any defects or other malfunctions, the Customer is obliged to report them immediately to Personio and to provide the information necessary to rectify the defect.
3.3 Further details of the Customer's duties to cooperate and obligations may be set out in the Order.
4. Rights of Use of Personio’s Services
Unless otherwise provided in these GTC or the Order, Personio hereby grants the Customer the non-exclusive, non-transferable and non-sublicensable right to use the Services for the contractually agreed purposes, in case of doubt for the Customer's own business purposes.
5. Payment Terms
5.1 All Services provided by Personio to the Customer shall be remunerated on a time basis, unless a fixed price has been agreed in the Order. The hourly rates stated or referred to in the Order shall apply.
5.2 If a fixed price has been agreed in the Order, Personio shall perform the Services agreed for the fixed price set out therein.
5.3 Unless otherwise agreed, an agreed fixed price will be invoiced when the Order is placed. In the case of remuneration according to time, Personio will invoice the working hours on a regular basis, usually at the end of each calendar month. In the case of remuneration according to time, an activity report must be attached to the invoice, which shows the date or period, duration and content of the activity. Invoicing shall be in 15 minute time units. Personio may issue invoices in electronic form.
5.4 Travel must be agreed with the Customer in advance. Travel time is considered 50 percent working time. Travel expenses shall be documented by Personio and reimbursed by the Customer. Travel to and from the Customer’s premises is also considered working time (from Personio's closest office).
5.5 All prices are in Euro plus the respective statutory value added tax.
5.6 Invoices are payable within 14 days without deductions.
6. Limitation of Liability
6.1 Personio shall be liable for damages to the extent that such damages a) were caused intentionally or by gross negligence of Personio, or b) were caused by slight negligence of Personio and are due to material breaches of duty which endanger the achievement of the purpose of the contract, or to the breach of duties the fulfilment of which is a prerequisite for the proper performance of the contract and on the observance of which the Customer may rely (cardinal obligations). In all other respects Personio's liability is excluded, irrespective of its legal basis, unless Personio is compulsorily liable by operation of law, in particular due to injury to life, body or health of a person, assumption of an express guarantee (see also clause 2.3), fraudulent concealment of a defect or under the German Product Liability Act.
6.2 In case of clause 6.1 sentence 1, letter b) (slight negligent breach of cardinal obligations) Personio's liability is limited to the typically foreseeable damage for a contract of this kind.
6.3 To the extent Personio provides its Services free of charge, Personio's liability is limited to intent, fraud and gross negligence, unless Personio's liability is mandatory by law.
6.4 The limitations of liability set out in clauses 6.1 to 6.3 also apply to claims against employees, legal representatives and agents of Personio.
7.1 “Confidential Information” shall mean any information, no matter whether written or oral, which (i) by its nature is confidential or subject to secrecy or (ii) which the party, whom the information is transmitted to, must have recognised as confidential and a subject to secrecy because of exceptional circumstances. Confidential Information includes, in particular, product descriptions and specifications as well as prices.
7.1.1 Not to disclose Confidential Information of the respective other party to third parties without express consent (at least in text form).
7.1.2 To undertake to use Confidential Information only for contractually agreed purposes.
7.1.3 To take at least the same precautions as they do in regards to their own Confidential Information. Such precautions shall at least be reasonable to prevent disclosure to unauthorised third parties. In addition both contracting parties are obliged to prevent the unauthorised disclosure or use of Confidential Information by their customers, employees, subcontractors or legal representatives.
7.1.4 To inform each other in text form of any misuse of Confidential Information.
7.2 Confidential Information shall not include information which:
7.2.1 Was known to the other party prior to transmission and without an existing confidentiality agreement,
7.2.2 Is transmitted by a third party not subject to a similar confidentiality agreement,
7.2.3 Is otherwise publicly known,
7.2.4 Was independently developed without using confidential information,
7.2.5 Is released for publication in text form, or
7.2.6 Is required to be transmitted due to a final legally binding court order or authority provided that the party affected by the transmission is informed in time in order to take legal protection actions.
7.3 Neither party shall obtain Confidential Information by means of reverse engineering. “Reverse Engineering” in this context means all actions, including observing, testing, examining and reassembling, with the aim of obtaining Confidential Information.
7.4 The restrictions contained in sections 7.1 to 7.3 will continue to apply until the earlier of the relevant Confidential Information ceasing to be confidential and a period of five years following termination of the Agreement.
8. Data Protection
If Personio processes personal data of the Customer on behalf of the Customer in the context of the provision of the Services, Personio acts as processor in the sense of Art. 4 No. 8 GDPR and the Customer as controller in the sense of Art. 4 No. 7 GDPR. This is in particular the case for data migrations, account splits/mergers as well as other services which require Personio's access to the Customer's personal data in the Software. The contract/addendum for data processing concluded between Customer and Personio in connection with the provision of the Software pursuant to Art. 28 GDPR shall apply accordingly.
9. Contractual Services (“Dienstleistungen”)
9.1 Unless otherwise agreed, Personio provides its Services as contractual services and therefore does not owe any concrete success.
9.2 The general location for the provision of Services is the business premises of Personio, unless the Services necessarily require a presence at the Customer's premises or a corresponding location has been agreed.
9.3 Employees assigned by Personio are not subject to any instructions of the Customer in the performance of the activities assigned to them. The assigned employee is free in the organisation of his activity (time, duration, type and place of work performance). However, they must take into account special operational concerns and requirements in connection with the activity. Furthermore, the assigned employee is not bound with regard to the place of work or the working hours. However, project-specific time requirements of the Customer shall be considered after consultation (e.g. meeting dates).
9.4 If Personio cannot perform its Services due to a default of acceptance by the Customer or any other reason arising from the Customer's business sphere, the provisions of § 615 German Civil Code shall apply.
10. Work Services (“Werkleistungen”)
10.1 Insofar as the parties have agreed on the applicability of the provisions of the contract for work services, the provisions of this Clause 10 shall apply.
10.2 The Customer is obliged to inspect all Services without delay, unless otherwise agreed, within two weeks from the time of provision and to give notice of any recognisable and/or identified defects without delay in writing, giving a precise description of the defect (acceptance). Acceptance shall be deemed to have taken place if the Customer does not accept the Services within a reasonable period of time set by Personio, although they are obliged to do so. The same shall apply in the event that the Services are paid for without reservation or are used for a period of more than two weeks.
10.3 A material defect shall be deemed to exist if the performance owed cannot be used in accordance with the contract so that the purpose pursued with it under the contract cannot be achieved or can only be achieved with considerable difficulty. An insignificant defect does not justify refusal of acceptance.
10.4 In case of a defect Personio has the choice of subsequent performance. The supplementary performance has to be effected within a reasonable period of time irrespective of the number of attempts. The Customer does not have the right of self-execution.
10.5 Claims of the Customer due to a defect in Services under a contract for work services shall become statute-barred twelve (12) months after the statutory commencement of the limitation period. In the event of intentional or grossly negligent breaches of duty, fraudulent concealment of a defect, personal injury, claims under the German Product Liability Act and the assumption of a guarantee, the statutory provisions on the statute of limitations shall apply; in the event of an assumption of a guarantee, however, this shall only apply unless the respective guarantee agreement provides otherwise.
11. Final Provisions
11.1 Section 312 i para. 1 nos. 1, 2 and 3 German Civil Code as well as Section 312 i para. 1 sentence 2 German Civil Code, which provide for certain obligations of a company in the case of contracts in electronic business transactions, are waived.
11.2 The contract shall be governed exclusively by German law to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
11.3 If the Customer is a company, a legal entity under public law or a special fund under public law, Munich is hereby agreed as the place of jurisdiction for all disputes arising from this contract.
11.4 The Customer may only set-off against claims of Personio with such counterclaims which are undisputed, legally established or ready for decision.
11.5 The Customer is only entitled to exercise a right of retention insofar as the counterclaim on which they base the right of retention is undisputed, legally established or ready for decision and is based on the same contractual relationship.
11.6 Except within the scope of Section 354 a of the German Commercial Code, the Customer may assign claims under this contract to third parties only with Personio's prior written consent, which Personio will not unreasonably withhold.
11.7 If any provision of these GTC are or becomes invalid, the validity of the remainder of the contract shall not be affected thereby. In this case, the parties agree to replace the invalid provision with a valid provision which corresponds as closely as possible to what was originally intended. The same applies to gaps in the contract.
1. Scope of Application
In this sTU the following terms shall have this meaning:
2.1 "Job Ad" means a single job posting on an advertising platform (e.g., job posting on LinkedIn with a 30-day term for a specific position).
2.2 "Job Board" means a platform that publishes job advertisements (e.g., Monster or indeed).
2.3 "Posting" means an advertising product of a particular Job Board (e.g., a Job Ad with a particular duration or click count).
2.4 "Posting Bundle" means a number of Postings of a Job Board selected by customer with quantity specification (e.g., five 30-day Job Ads and one 60-day Job Ad each on LinkedIn). The customer may combine multiple Posting Bundles (e.g., five 30-day and one 60-day Job Ads on LinkedIn and one 30-day Job Ad on Monster).
2.5 "Billing Period" means the term selected by the customer (e.g., 3 months or 12 months) for the booked Posting Bundle, within which the Job Ads are generally to be consumed and which is then automatically renewed.
2.6 "Contract Term" means the entire contract term for the Posting Bundle and corresponds to the automatically renewing Billing Period in each case.
2.7 "Credit" means the authorization to place certain Postings.
3. Services of Personio
3.1 Personio provides the customer with the product "Personio Posting Bundle" during the Contract Term. For this purpose, the customer compiles one or more Posting Bundles and selects a Billing Period. The combination options and the price (per Billing Period) for the Posting Bundle result from the information provided by Personio (including a possible online configurator). The information itself does not constitute a binding offer by Personio. During the Contract Term, customers may place Job Ads on the Job Boards via their Personio account to the extent of the respective Posting Bundle and the remaining Credit (see section 4). Personio does not provide the draft or design of Job Ads or professional support as part of its service.
3.2 At the beginning of a Billing Period, the customer receives a Credit of Job Ads according to the Job Ads Package. If the customer places corresponding advertisements, the Credit is reduced. If the Credit obtained for the first time in a Billing Period is not used, this Credit will be transferred to the next Billing Period ("Carryover"). If the transferred Credit is not used in the following Billing Period, the Credit expires without replacement, i.e. no further transfer and no refund is possible ("Expiry"). When posting Job Ads, old Credit (i.e. Credit earned in the previous Billing Period) is used up first. All Credit expires at the end of the contract (see section 7.2, 7.4 and 7.6).
3.3 If Personio and customer agree on a refill of the Credit (also called "Refill"), the following applies, unless otherwise agreed: The Credit will be increased by the number of Postings in the Posting Bundle (e.g. 10 StepStone Job Ads booked, 9 used, Refill increases Credit to 11 Job Ads). With the Refill, the Billing Period starts again from the beginning without any Carryover or Expiry of Credits. The current Billing Period is therefore extended by the period of the Billing Period that has already expired (e.g. Billing Period of 12 months, Refill after 10 months, Billing Period runs for a total of 22 months, i.e. 12 more months from the Refill).
3.4 If the parties agree on an increase of the number of Postings of a Posting Bundle (e.g. 10 instead of 5 StepStone ads) during the Contract Term, the following applies: With the upgrade, the Billing Period starts anew without any Expiry of Credits. The current Billing Period is therefore extended by the period of the Billing Period that has already expired. A reduction in the number of Postings of a Posting Bundle (also called "Downgrade") is only effective at the end of the Billing Period; in the event of a Downgrade, a new Billing Period begins with the changed Posting Bundle, a Carryover or, if applicable, an Expiry occurs in accordance with section 3.2.
4. Conditions of Use
4.1 Requirements for the use of Posting Bundles are
a) valid contract between the customer and Personio for the paid use of Personio, and
b) Recruiting option booked by the customer.
4.2 If these requirements are not (or no longer) met, the contract does not come into effect or ends automatically (see section 7).
5. Placement of Job Ads
5.1 The placement of job advertisements by the customer is possible exclusively via the Personio account with the technical functionalities and modalities of advertisement placement provided therein. For this purpose, the advertisement must be published on the customer's career page in Personio and the publication is carried out in the Personio standard design. Personio places the ads according to the customer's specifications. There is no contract between the customer and the Job Board, Personio acts as an "intermediary" and not as a legal representative of the Job Board or the customer. The customer owes the remuneration for the advertisements to Personio, not to the advertisement portal.
5.2 For the placement of job advertisements, the contractual terms (e.g. regarding inadmissible contents) and service description (e.g. publication period and environment) of the Job Board at the time of the placement of the individual Job Ad shall apply accordingly between Personio and the customer. These are available at Personio Posting Bundle Service Description. The customer shall familiarise themselves with them in advance and undertake towards Personio to comply with the contractual terms.
6. Indemnification Obligations
6.1 If third parties (including operators of Job Boards) assert claims or legal violations against Personio based on the allegation that the customer has violated its contractual obligations arising from the contractual terms of the Job Boards or has placed Job Ads in an illegal manner (e.g. violation of competition or copyright law), the following shall apply: The customer shall indemnify Personio against such claims, provide reasonable assistance to Personio in the legal defence and indemnify Personio against the costs of the legal defence without undue delay.
6.2 Prerequisite for the indemnification obligation according to section 6.1 is that Personio informs the customer about asserted claims in writing or in text form without undue delay, does not make any acknowledgements or equivalent declarations and enables the customer to conduct - as far as possible - all judicial and extrajudicial negotiations about the claims at the customer's expense.
7. Contract Term
7.1 The contract is concluded by offer and acceptance (e.g. confirmation email of the customer or signed offer). The contract begins, unless otherwise agreed, at the time of the conclusion of the contract under the condition precedent that the conditions of use of section 4 are met.
7.2 The Contract Term for a Posting Bundle corresponds to the Billing Period selected by the customer for the Posting Bundle. The contract will be automatically renewed for the same period of time, unless it has been terminated by the customer or Personio with a notice period of one month with effect from the end of the Billing Period.
7.3 Notice of termination must be given in text format.
7.4 If the conditions of use according to section 4 are no longer met, i.e. the Recruiting option or the Personio contract ends, the Contract Term for the Posting Bundle ends automatically as well.
7.5 Personio is entitled to terminate the Contract with a notice period of one month if Personio discontinues or significantly changes the product "Personio Posting Bundle" as a whole. Any fees paid in advance for unused Job Ads will be refunded pro rata by Personio in this case.
7.6 At the end of the Contract Term, the Credit not used until then will be forfeited without replacement. The Job Ads not placed until the end of the contract cannot be placed again and no refund will be made. This does not apply in case of an extraordinary termination by the customer, if the reason for the termination was a culpable breach of duty by Personio. If a Job Ad was placed before the end of the contract and the duration of the display of the Job Ad on the Job Board extends beyond the end of the contract, the Job Ad shall continue to exist and these sTU shall continue to apply accordingly with respect to this Job Ad until its end.
8.1 The customer shall pay Personio the agreed remuneration (package fee) for the Posting Bundle per Billing Period, plus the applicable value added tax. A refund of the package fee for unused or expired Job Ads is excluded unless otherwise stated within these sTU.
8.2 The package fee is due in advance at the beginning of each Billing Period and will be invoiced by Personio via the Personio account as a PDF. In case of payment by bank transfer the payment term is 14 days. In case of payment by direct debit, Personio will inform the customer about the SEPA Direct Debit procedure before the direct debit is executed with reasonable notice, usually two days in advance. However, the parties agree that the period for the preliminary information of the SEPA Direct Debit will be shortened to one day.
9. Final Provisions
9.1 Section 12 of the GTC shall also apply with respect to this sTU. An amendment of the sTU may occur in particular if the contractual terms of the Job Boards change significantly. Personio may also adjust the prices of Posting Bundles if and to the extent that the purchase prices of the portals change. Personio will announce the changed prices to the customer four weeks before the time of effectiveness together with the reason for the change and grant the customer a right to object. If the customer does not object, the new prices shall be deemed accepted. Personio undertakes to separately indicate this effect of omitting an objection to the customer in the announcement. If the Customer objects, the contract term shall end with effect from the beginning of the announced changed prices; any fees paid in advance for unused Job Ads shall be refunded by Personio in this case.
9.2 In particular, sections 10 (Limitation of Liability), 11 (Data Protection and Confidentiality) and 13 (Final Provisions) of the GTC shall also apply with respect to this sTU.
9.3 For the conclusion of the contract the German version is the sole legally binding version.
Please note that this is a courtesy translation only and has no legally binding character.
Supplemental Terms for Personio Payroll App
These terms shall govern your subscription to Personio Payroll App and are supplemental to the Personio General Terms and Conditions (“GTC”) and the Data Processing Addendum (“Personio Payroll Terms”).
Background commentary to our Personio Payroll Terms is provided at the top of each section.
1. Provision of Personio Payroll App
We will work together to qualify and implement the Personio Payroll App in a structured manner under the key headings of this section.
Personio will be reliant upon you providing assistance and information in order to set-up the Personio Payroll App.
1.1 Personio Software: The customer acknowledges that an active subscription to a Personio plan (for customers who entered into an Agreement prior to August 08, 2023: Software version) is required in order to access the Personio Payroll App.
1.2 Qualification: The customer shall complete the Personio qualification questionnaire in order to identify its specific requirements and determine alignment with Personio Payroll App. The customer will ensure that all information provided is accurate and complete.
1.3 Implementation: The parties will work together to produce an implementation plan based on Personio standard methodology and documentation (“Implementation Plan”). The framework for implementation of the Personio Payroll App will be detailed in the Implementation Plan.
1.4 Scope: The parties will work together to produce an overall service scope for the provision of the Personio Payroll App (“Service Scope”). The Service Scope shall identify all applicable service elements in-scope for the customer and will be based on assumptions dependent on the information supplied by the customer. The customer acknowledges that the Service Scope may be subject to change if it is determined that an assumption is incorrect; there are changes to the customer’s requirements; delays or other factors which may require a change to the Service Scope.
1.5 Set-up: Personio shall notify the customer when the Personio Payroll App is accessible in a live environment. The customer shall ensure that prior to the initial payroll processing date; all requested information has been submitted, any authorisation documentation has been completed and any prior payroll services or arrangements have been terminated.
1.6 Reliance: The customer acknowledges that the complete, accurate and timely supply of information is essential to the preparation of documentation under this section and that Personio will rely on the information provided in determining the suitability of the Personio Payroll App for the customer. Personio shall be entitled to withdraw the Personio Payroll App or update the Implementation Plan / Service Scope to reflect any post qualification changes notified by the customer.
2. Personio Payroll App
We have identified noteable aspects of the Personio Payroll App in this section.
2.1 Services: Personio shall provide the Personio Payroll App in accordance with the Service Scope as agreed from time to time in accordance with the Personio Payroll Terms during the subscription term. The customer shall use the Personio Payroll App in accordance with these Personio Payroll Terms and the agreed Service Scope.
2.2 Professional Services: The customer may instruct Personio to carry out supplemental or out-of-scope activities in addition to the Service Scope. Such additional services, and any associated fees, will be scoped for viability and documented by Personio under a separate agreement. The General Terms and Conditions for Supporting Services (Professional Services) on the Personio website apply.
2.3 Support: Personio shall provide support services in accordance with the GTC and the applicable support plan for the selected Personio Payroll App plan.
2.4 Group Companies: Section 6.2 GTC applies accordingly for the Personio Payroll App depending on the chosen Personio Payroll App plan.
2.5 Errors: The customer shall notify Personio immediately on becoming aware of any error, omission, or discrepancy in any information or record supplied or provided in connection with the Personio Payroll App. In the event, Personio is required to rectify any error additional fees may be applicable. To the extent any such error is due to a technical error caused by the Software then such correction shall be done at no additional cost.
2.6 Records: Production of statutory and legislative reports and forms generally accepted as being delivered by an payroll provider is included in the Personio Payroll App and Personio shall provide an outline of what records and documentation can be supplied as part of the Service Scope. Additional fees may apply to any out-of-scope items requested by the customer.
2.7 Audit: To the extent the customer is required to respond to any governmental authority regulatory audit with respect to any activity relating to the Personio Payroll App, Personio shall provide reasonable assistance, where possible, in responding to such audits or requests for information. In the event, the customer requires Personio to engage directly with any auditor on its behalf then it shall be a chargeable professional service.
2.8 Payslip production: Personio shall make available to the customer electronic payslips only. The customer shall ensure that all payslips are checked and approved in accordance with the relevant deadlines before distribution.
3. Customer Responsibilities
We recognise the importance of collaboration and this section outlines areas f your responsibility to enable our relationship to succeed in delivering the Personio Payroll App.
3.1 Payroll Owner: The customer shall designate at least two payroll owners to be responsible for the customer’s account and key contact points for Personio for Personio Payroll matters.
3.2 Authorisation: The customer shall be registered with appropriate regulatory bodies and ensure that appropriate power of attorneys are in place for payroll representation and filing by Personio. The customer shall be responsible to ensure the continuation of any registrations and authorisations.
3.3 Collaboration: The customer shall work collaboratively with Personio to ensure it can perform its obligations in an accurate and timely manner. Personio shall not be liable for any delays or failure to perform due non-cooperation by the customer.
3.4 Accuracy: The customer will retain responsibility in verifying the accuracy, timeliness and completeness of any information inputted (or by any other method) via the Personio Payroll App. Any claim that arises due to the inaccurate, incomplete or delayed information provided by the customer will be the customer’s sole responsibility.
3.5 Approval: The customer shall check and approve all payroll information to ensure that the specific payroll is accurate prior to the payroll run being approved.
3.6 Documentation: The customer agrees to execute and deliver additional documents from time to time in order for Personio to provide the Personio Payroll App.
3.7 Change Notification: The customer must inform Personio as soon as possible of any planned or potential changes in its business that may be relevant to or affect the Personio Payroll App or Service Scope. Any resulting changes must be in accordance with Section 5 (Change Control) of the Personio Payroll Terms.
4. Payment Terms
Breakdown of fees will be provided and payments of fees will be managed in accordance with this section.
4.1 Payment: The customer shall pay all fees in accordance with the terms and methods set out in the applicable offer or as notified by Personio in relation to the Personio Payroll App.
4.2 Subscription Fees: The customer shall pay a monthly subscription fee under the relevant plan per payroll employee per month (“PPEPM”). Personio shall issue invoices monthly in arrears based on the total PPEPM for the preceding month. The billing period for the subscription fees shall commence from the date Personio notifies the customer that Personio Payroll App is accessible in a live environment.
4.3 One-time Fees: Any one-time fees shall be due in advance and payable on receipt of an invoice. Payments shall be due two weeks from the date of the invoice.
4.4 Corrections: In the event, Personio determines that it has previously incorrectly invoiced the customer, it shall issue a corrected invoice.
5. Change Control
We recognise that over time circumstances changes will occur and our relationship will evolve. This section outlines how we will collaborate to manage specific changes to the Personio Payroll App.
5.1 Plan Change: Personio may make available to the customer different plans of the Personio Payroll App from time to time, as detailed on its website or otherwise notified. The customer may elect to either upgrade or downgrade plans in accordance with Section 3.4 of the GTC, in which case Personio shall confirm the relevant process for either upgrading or downgrading plans.
5.2 Scope Change: In the event a change in the Service Scope is required due a customer notification then the parties shall mutually agree to the change and the fees associated with such change. Any such change shall be subject to an assessment by Personio on viability, capability, resource and timescale.
5.3 Required Change: The customer acknowledges that certain changes may be required in order for Personio to continue to perform the Personio Payroll Apps in the event of regulatory/legal requirements or the existing plan and Service Scope becoming unsuitable for the customer. Such changes shall be notified in writing to the customer as far in advance as practicable, but no less than 30 days in advance of the change.
5.4 Procedure: Any agreed change under this section shall document the necessary change(s) in scope, service, timescale and fee in writing, which shall be subject to these Personio Payroll Terms. Subject to section 5.5, unless and until a change has been agreed by the parties in accordance with this section it shall not take effect.
5.5 No Change: In the event, a change is not approved or agreed; the existing arrangement, to the extent possible, shall continue without the change. If the Personio Payroll App cannot be provided without the relevant change then Personio reserves the right to terminate the subscription for Personio Payroll App on three months’ notice.
6. Final Provisions
General provisions dealing with miscellaneous points around the Personio Payroll App.
6.1 Insights: Any information that Personio provides in connection with the Personio Payroll App shall be for informational purposes only and shall not be construed by the customer as legal, tax or accounting advice. The customer shall make any decisions on the basis of professional and authorised advice.
6.2 Role: Personio is not party to any employment or other arrangement entered into between the customer and its employees. Personio will not be responsible for fulfilling any legal obligation that may arise in relation to pay as a consequence of the relationship between the customer and its employees.
6.3 Post Termination: Personio shall have no obligation to undertake any activities in relation to Personio Payroll App on termination. The customer will be responsible for extracting all data from the Software prior to the subscription termination. Personio may provide professional services in relation to post termination activities.
Version 1 / 07-2023
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