1. Scope

1.1. HRCast GmbH ("HRCast") offers web-based software for planning and controlling personnel costs ("Software") and related services ("Services") for companies ("Customer").

1.2. The conclusion of the contract and the use of the software are governed exclusively by these ToS in their currently valid version, unless otherwise agreed in writing between the parties. Conflicting, deviating or supplementary terms and conditions of the Customer shall only apply in individual cases and with the written consent of HRCast.  The ToS shall also apply in the event that HRCast provides its service in the knowledge of conflicting or deviating terms and conditions of the Customer.

1.3. HRCast may amend the TnC at any time if there is a new need for regulation due to the continuous technical development of the software and the associated expansion of the usage options. In the case of an existing contractual relationship with the Customer, the Customer will be informed of the amended TnC by email at least one month before they come into force.  The amendment shall be deemed to have been approved by the customer if he does not object in text form by the time it comes into force and continues to use the respective service. The customer will be informed of this in the notification of change.

1.4. The software is aimed exclusively at entrepreneurs within the meaning of § 14 BGB (German Civil Code). There is therefore no right of withdrawal in accordance with §§ 312 Para.1, 355 BGB.‍

2. Subject of the contract

2.1. Details of the functional scope of the software can be found either in a specific offer prepared by HRCast for the customer or in the information published on the website ("Service Description").

2.2. HRCast may use subcontractors to provide the contractual services. Documents, information and data of the Customer may be passed on to the subcontractor to the extent necessary for the fulfillment of the service.

2.3. HRCast may grant the Customer test access to the software for a limited period of time. During the specified trial period, use of the software is free of charge.

2.4. Only the customer with whom the respective contract exists is entitled to the software. The transfer of use to third parties or the granting of other usage options by the customer to third parties is prohibited.‍

3. Contract conclusion and registration

3.1. The use of the Software requires the creation of an account ("Account"). By setting up an Account, the Customer submits a binding offer to conclude a contract for the free use of the Software for test purposes. HRCast may accept this offer at its own discretion by sending a notification to the e-mail address provided with the access data for the Account set up. By activating the account, HRCast grants the Customer a free right to use the Software for a period of 14 days for test purposes ("Test Period"). The Customer is only entitled to one Test Period. HRCast may extend the Test Period at its own discretion. At the end of the Trial Period, the Customer's account will be blocked.

3.2. At the end of the trial period in accordance with Section 3.1, the Customer may conclude a fee-based contract with HRCast for the use of the software. The Customer can choose between the software plans for a specified maximum number of employees.

3.3. The Customer can conclude fee-based contracts by (a) selecting the Software and Services, adding the required contract information in his account and this being confirmed by HRCast, or (b) requesting a corresponding offer in written or text form from HRCast and the Customer accepting this.

3.4. By submitting an offer - whether in writing or digitally - the customer recognizes these TnC as binding and assures that the data provided by him is correct and complete. The Customer must inform HRCast immediately of any subsequent changes to its details. Acceptance of the TnC is a prerequisite for the conclusion of the contract.

3.5. HRCast draws the Customer's attention to the fact that restrictions or impairments to the software may arise that are beyond HRCast's control. This includes, in particular, actions by third parties who are not acting on behalf of HRCast, technical conditions beyond HRCast's control and force majeure. The hardware, software and technical infrastructure used by the Customer may also have an influence on HRCast's services. Insofar as such circumstances have an influence on the availability or functionality of the service provided by HRCast, this has no effect on the contractual conformity of the service provided.

4. Right of usage

4.1. The software and all information contained therein are, with the exception of data from customers, the intellectual property of or licensed to HRCast. HRCast grants the Customer a revocable, simple, non-transferable and non-sublicensable right to use the respective software for its own business purposes in connection with the subject matter of the contract. This right of use is limited in time to the duration of the contract and relates exclusively to the current status and scope of the software provided by HRCast during the term of the contract. The Customer shall not receive any rights beyond this. The Customer may only use the software for its own business purposes and only by its own employees.

4.2. Insofar as HRCast provides update, upgrade and new version deliveries during the term of the contract, the right of use regulated in Section 4.1. applies to these in the same way. HRCast is not obliged to provide update, upgrade and new version deliveries of the software unless this is absolutely necessary to rectify defects or has been agreed otherwise in writing elsewhere in these TnC or the contract.

4.3. Unless otherwise agreed in writing, all rights to customizations or modules within the software developed on behalf of or at the request of the customer belong to HRCast, and HRCast is entitled to offer these new developments to other customers.

4.4. The use of the software by the customer is only permitted within the framework described in sections 4.1, 4.2 and .3. In particular, the customer is prohibited from reproducing the software or parts thereof without authorization, editing it, decompiling the source code or making it readable or usable in any other way, renting it out, transferring it to third parties in any other way, exploiting it or using it or allowing it to be used for the purposes of third parties. Sections 69d and 69e UrhG (German Copyright Act) remain unaffected by this provision.

4.5. HRCast reserves the right to assert claims for damages in the event that the Customer enables unauthorized third parties to use the software through its own fault. In the event of unauthorized transfer of use to third parties, the Customer shall inform HRCast immediately upon request of all information required to assert claims against the third party.

4.6. The Customer permits HRCast to use its logos and names as a reference on the platform and vis-à-vis third parties during the term of the contract. This permission may be revoked by the Customer in writing at any time.

5. Customer obligations

5.1. The Customer is obliged to check the functionalities of the software during the test period in accordance with Section 3.1. and to notify HRCast in text form of possible defects and other deviations from the service description before concluding a fee-based contract for the use of the software. The Customer may not invoke defects and other deviations from the service description that were already known or present during the test period but were not reported before the conclusion of a fee-based contract for the use of the software.

5.2. The Customer itself is responsible for its connection to the necessary telecommunications equipment and via this to the software, for the provision of the necessary interfaces and technical requirements for the use of the software and for the selection of the user settings so that trouble-free use of the software is possible. HRCast is not obliged to check whether the technical requirements for the use of the software are met by the Customer.

5.3. The Customer shall provide HRCast with a contact person for the duration of the contract term with whom significant interactions of an administrative nature between HRCast and the Customer take place ("Administrator"). The administrator does not necessarily have to be a user of the software. The Customer must inform HRCast immediately of any change of administrator.

5.4. The Customer is obliged to keep the identifier assigned to it and its employees for access to the software secret, to protect it from access by third parties and not to pass it on to unauthorized third parties. In the event of the loss or knowledge of unauthorized third parties of access data, the Customer shall inform HRCast immediately in text form so that HRCast can arrange for access to be blocked if necessary (see Section 6). The Customer shall be responsible for all actions that are carried out using his identifier.

5.5. The customer shall not use or allow the software to be used unlawfully or improperly, in particular not for the processing of transactions relating to items that violate statutory provisions. Customers with demonstrably dubious business practices are also excluded from using the software.

5.6. For the calculation of non-wage labor costs offered as part of the software, the customer acknowledges that this is an approximate calculation and that the actual costs may deviate from this. The Customer also acknowledges that the cost developments shown in the planning scenarios depend on the quality of the data provided to HRCast from previous systems and the independent processing by the Customer. Any liability on the part of HRCast with regard to decisions made on the basis of planning scenarios is excluded.

5.7. The customer shall be solely responsible for compliance with its retention obligations, in particular, but not conclusively, in accordance with § 147 AO (German Tax Code) or UStG (German VAT Code). He shall ensure that his documents and data - where necessary - are stored lawfully and that the tax authorities are granted the necessary access to them.

6. Breach of customer obligations, Blocking of account

6.1. HRCast may block the Customer's access to the Software in whole or in part at any time or delete the Customer's account if (i) the Customer breaches its contractual obligations - in particular those arising from Section 5, (ii) there is a risk of damage to or impairment of the systems, data or software of HRCast or the systems or data of another customer of HRCast, or there is a risk of damage to the general public or (iii) circumstances exist that entitle HRCast to terminate the contract without notice. If the software is provided for a fee, it may also be blocked if the Customer is in default of payment.

6.2. If the blocking is based on a breach of contract by the customer, access will only be restored once the breach has been permanently eliminated or the risk of repetition has been ruled out by a cease-and-desist declaration subject to penalty. HRCast is not obliged to restore access if this is unreasonable for it, e.g. if the reason for the blocking also entitles HRCast to terminate the contract without notice.

6.3. A blocking/deletion based on a breach of contract by the customer does not entitle the customer to suspend payment or assert claims for damages against HRCast.

7. Duration of the contract and termination

7.1. Unless otherwise agreed in writing, the contract is concluded by way of a subscription for a term of either one (1) or twelve (12) months. In the case of a term of one month, the contract is automatically extended by a further month in each case; in the case of a term of twelve months, it is extended by 12 months if the contract is not terminated in due time at the end of the previous contract term. Termination by the customer is possible without notice, for HRCast the notice period is 14 days.

7.2. If the customer uses the software free of charge, the contract is concluded for an indefinite period unless otherwise agreed in writing and may be terminated by either party at any time without notice.

7.3. If the customer wishes to change from a monthly subscription to an annual subscription, this is possible with effect from the first day of the next billing month. The subscription is then automatically extended by one year and the annual amount is due immediately upon receipt of the invoice. The annual subscription can be canceled up to the last day of the current billing year. The same applies to switching from one monthly / annual subscription to another monthly / annual subscription. If the customer switches from an annual subscription to a monthly subscription, this is possible until the last day of the billing year and with effect from the first day of the next billing year, provided that the option of a monthly subscription is available. The subscription will then automatically continue on a monthly basis.

7.4. If the customer switches to a larger subscription during the contract term, the pro rata fee to be paid for the remaining term will be offset against the payment already made for the previous subscription.

7.5. The right of both parties to terminate the contract without notice for good cause remains unaffected, in particular if the other party persistently breaches material contractual obligations and fails to remedy the breach within a reasonable period of time despite being warned, or if the other party suffers a significant deterioration in or threat to its assets. In addition, HRCast is entitled to terminate the contract without notice if the Customer is in default of payment for two (2) consecutive months or for a period of more than two (2) months in the total amount of two (2) months' remuneration.

7.6. Cancellations can be made via the HRCast website, alternatively by e-mail to support@hrcast.io.

8. Fee and payment

8.1. The usage fee after the end of the trial period depends on the size of the company or number of employees of the customer. Details of the price structure and scope of services can be found on the HRCast website or in the HRCast price lists.

8.2. Unless otherwise agreed in writing, all prices are net prices and are subject to the applicable statutory value added tax.

8.3. A separate written agreement between the parties is required for individually agreed HRCast services.

8.4. Payment of the usage fee is due 14 days after receipt of the invoice to the account specified on the invoice.

8.5. The customer agrees that e-mail (using an e-mail address provided by the customer) may be used as a means of sending invoices and payment reminders.

8.6. Insofar as remuneration has been agreed, HRCast may temporarily suspend the provision of services until payment is made if payment is delayed.

8.7. HRCast is entitled to adjust the remuneration once per calendar year at its reasonable discretion, taking appropriate account of the Customer's interests in the development of its costs. HRCast shall inform the Customer of such price adjustments in text form. The price adjustment shall be deemed to have been accepted by the Customer if the Customer does not object in text form within six (6) weeks of receipt of the notification of change and continues to use the respective service. HRCast shall draw the Customer's attention to this consequence in the notification of change. If the Customer objects to the price adjustment, both parties shall have a special right of termination with effect from the announced date of entry into force of the new prices, which must be exercised within one (1) month of receipt of the objection.

9. Performance disruptions, force majeure

9.1. HRCast is released from its obligation to perform if the non-performance is due to circumstances of force majeure or other unforeseen circumstances for which HRCast is not responsible (e.g. war, strike, natural disasters, water ingress, system failures on the Internet or sabotage by malware). The exemption from the obligation to perform shall also apply in the event of delays due to circumstances for which the Customer is responsible, e.g. failure to perform Customer obligations on time or lack of availability of Customer IT facilities with associated interfaces.

9.2. The exemption from the obligation to perform shall apply for the duration of the hindrance plus a reasonable start-up period. If the hindrance lasts longer than two (2) months, both parties are entitled to terminate the contract with regard to the affected service after the expiry of a reasonable grace period. Claims for damages or reimbursement of expenses against HRCast do not exist in such cases.

9.3. The parties shall inform each other immediately after becoming aware of the occurrence of a case of force majeure or other circumstances mentioned in this clause 9.

10. Defects and liability for defects

10.1. The Customer is obliged to report any defects that occur (e.g. functional failures, malfunctions or impairments of the software) to HRCast immediately and as precisely as possible in text form to the support e-mail address support@hrcast.io. Furthermore, the Customer shall support HRCast appropriately in the analysis and rectification of defects and shall immediately grant access to documents from which more detailed circumstances regarding the occurrence of the defect arise.

10.2. In the case of update, upgrade and new version deliveries, claims for defects are limited to the new features of the update, upgrade and new version deliveries compared to the previous version status.

10.3. Claims for defects are excluded if the Customer himself or through third parties modifies functionalities of the software without prior authorization by HRCast or does not use the software in the intended manner or in an operating environment other than the intended one, including operating errors on the part of the Customer, failure to observe application instructions, use of incorrect or missing processing data. This shall not apply if the customer proves that any defects occurring are unrelated to such circumstances. If the error analysis is made considerably more difficult by such circumstances, the customer shall bear any additional costs incurred.

10.4. In the event of defects for which HRCast is responsible, the statutory provisions shall apply. § Section 536b BGB (German Civil Code) and Section 536c BGB shall apply. The application of Section 536a (1) BGB is excluded insofar as the standard provides for strict liability. The application of § 536a paragraph 2 BGB is also excluded.

10.5 In the event of an insignificant reduction in the value and/or suitability of the software, the customer shall have no claims for liability for defects.

11. Limitation of liability

11.1. HRCast is liable to the Customer in all cases of contractual and non-contractual liability in the event of intent and gross negligence in accordance with the statutory provisions for damages or compensation for futile expenses.

11.2. In other cases, HRCast shall only be liable - unless otherwise regulated in Section 11.3 - in the event of a breach of a contractual obligation, the fulfillment of which is essential for the proper execution of the contract and on the observance of which the Customer may regularly rely (so-called cardinal obligation), limited to compensation for foreseeable and typical damage. In all other cases, HRCast's liability is excluded, subject to the provision in Section 11.3.

11.3. HRCast's liability for damages resulting from injury to life, limb or health, under the Product Liability Act and to the extent of a guarantee assumed by HRCast remains unaffected by the above limitations and exclusions of liability.

11.4. HRCast shall not be liable for damage to the Customer resulting from the loss of data if the damage is due to the fact that the Customer has failed to carry out regular and proper data backups within its area of responsibility and thereby ensure that lost data can be restored with reasonable effort.

11.5. Claims for damages shall become time-barred within one (1) year of the customer's knowledge or grossly negligent ignorance of the circumstances giving rise to the claim, but no later than one (1) year after the end of the year in which the claim arose. This shall not apply in the case of intent, gross negligence, damage resulting from injury to life, limb or health or claims under the Product Liability Act.

11.6. Insofar as the liability of HRCast is excluded or limited under the contract and/or these TnC, this also applies to the personal liability of legal representatives and bodies of HRCast, its employees and its vicarious agents.

12. Data protection and information security

12.1. Both parties undertake to comply with all applicable statutory data protection provisions. With the software, HRCast provides the Customer with the technical prerequisites for data processing. HRCast has no scope for its own evaluation or decision-making with regard to personal data from the Customer's area of responsibility within the scope of processes running on the software side.

12.2. Insofar as the Customer enters personal data including the data of its employees and its customers ("Customer Data") on the Platform in the course of using the Software, the Customer shall bear exclusive responsibility for the permissibility of the collection and processing of the Customer Data under data protection law. The Customer shall indemnify HRCast against all actual and alleged claims of third parties, including the costs of legal prosecution/defense, which are based on violations of applicable statutory data protection provisions with regard to the Customer Data for which the Customer is responsible.

12.3. Further information on data protection can be found in HRCast's current data protection information at hrcast.io/privacy-policy.

12.4. HRCast is entitled to anonymize or aggregate the data received from the Customer via the use of the software so that it is no longer possible to identify individual data subjects and to use it in this form, among other things, to optimize the software and its functions as well as for reporting and benchmarking and, if necessary, to transfer it to third parties (in particular also to affiliated companies within the meaning of Sections 15 et seq. AktG and to other customers). The parties agree that anonymized data or data aggregated in accordance with the above shall no longer be considered customer data.

12.5. The use of the Software may require HRCast to process personal data on behalf of the Customer. This requires the conclusion of a separate agreement on the processing of personal data. The parties confirm that the Customer is the controller of all data that it uploads and that it can correct or delete it if necessary. As HRCast processes the data on behalf of and solely on the instructions of the Customer, HRCast is at all times a processor. The parties shall conclude a data processing agreement ("DPA") as an annex to these TnC.

13. Final provisions

13.1. The transfer of the contract or individual rights or obligations arising from it by the Customer to third parties requires the prior written consent of HRCast. § Section 354a HGB remains unaffected.

13.2. Offsetting by the Customer is only permitted with an undisputed or legally established claim by HRCast. The same applies to the assertion of rights of retention, whereby the counterclaim must also be based on the same contractual relationship.

13.4. The place of performance for the contract is Berlin, Germany.

13.4. This contract shall be governed exclusively by German law to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

13.5. If the customer is a merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, Berlin is hereby agreed as the place of jurisdiction for all disputes.

13.6. Unless expressly stipulated otherwise in these TnC, all declarations and notifications within the scope of the contractual relationship and the business relationship with the customer must be made in writing or electronically. Amendments or additions to the contract existing between the parties, including the agreement to waive this written form requirement, must be made in writing.

13.7. Should individual provisions of the existing contract be or become invalid or unenforceable, this shall not affect the validity of the remaining provisions of the contract. The parties shall endeavor to replace the invalid or unenforceable provision with a valid and enforceable provision that comes as close as possible to the economic intent of the invalid or unenforceable provision. The same applies in the event of a loophole in this contract.