Terms and Conditions
Subject Matter and Scope of Application of these Terms and Conditions
(1) These Terms and Conditions govern the rights and obligations related to the use of the services provided by Protonaut GmbH, located at Zur Alten Fähre 8, 24837 Schleswig, Germany (hereinafter referred to as "Service Provider"), by the user in connection with the utilization of the service made generally accessible on Protonaut's website or other URLs of the Service Provider.
(2) The service provided by the Service Provider essentially consists of granting the user the possibility to use the service via the internet on servers within the Service Provider's control, to which the user, as necessary, is granted access and usage rights. When utilizing the Software as a Service (SaaS), the user may input data and utilize various functionalities. Protonaut's service includes the website, the Molteo application, the mobile applications, the blog, newsletters, the forum, and the help section.
(3) A reliable and uninterrupted internet connection to the servers of the Service Provider is a prerequisite for the seamless utilization of the service. It is the responsibility of the customer to establish this connection using their own device. In the case of the mobile application, an occasional internet connection is sufficient but may restrict data exchange between devices.
(4) Only the Terms and Conditions of the Service Provider shall apply. Contradictory or deviating conditions of the user will not be recognized by the Service Provider, unless their applicability has been explicitly agreed upon in writing. These Terms and Conditions shall also apply if the Service Provider, with knowledge of contradictory or deviating conditions of the user, provides its services to the user unconditionally.
(5) Wherever the term "website of the Service Provider" is used below, it refers to the website or websites of the Service Provider through which the service, as defined in paragraph 1, is made generally accessible on the internet.
2. Conclusion of Contract
(1) A contract is only concluded - unless otherwise expressly agreed individually - upon successful completion of the registration process, confirmed by the Service Provider to the user in written form via email or by providing the service.
(2) Der Nutzer hat die Möglichkeit, den Vertragstext von der Webseite während des Anmeldevorgangs und vor Vertragsabschluss auszudrucken.
(3) The user has the option to print out the contract text from the website during the registration process and before the conclusion of the contract.
(4) By registering for a service offered on a Molteo website, the user accepts the Terms and Conditions as described below, including consent to the processing and disclosure of the user's personal data to the extent necessary for the provision of the Molteo service and always in compliance with applicable data protection laws.
(6) A prerequisite for registration is that the user is fully capable of conducting legal transactions, is at least 18 years old, and is a business owner/freelancer within the meaning of § 14 of the German Civil Code (BGB), utilizing the services and services solely for business operations. Registration is prohibited for individuals under the age of majority. In the case of a legal entity, registration must be carried out by a fully capable natural person with authority to represent the entity.
(7) In the event that an accounting company performs accounting services for third parties on behalf of the third party, the accounting company is obligated to inform the third party in advance about the Terms and Conditions and to conclude the subscription only with their consent and representation authorization. Failure to do so entitles the Service Provider to terminate the contract with immediate effect.
3. Services provided by the Service Provider
(1) The Service Provider offers users various services in the areas of time tracking, personnel planning, payroll processing, and resource management.
(2) The content and scope of the services are determined by the respective contractual agreements and, otherwise, exclusively by the functionalities of the service described on the Service Provider's website at the time of contract conclusion.
(3) The Service Provider may offer trial versions in the form of test access. During the specified trial period, usage is free of charge. If the user wishes to continue using the services after the trial period (exceeding 5 created employees), it is necessary to enter into a paid contract.
(4) The services provided by the Service Provider include, in particular, the areas of "online personnel planning," "online time tracking," "online resource management," and "online invoicing," which are offered for a specified period as part of a subscription.
(5) Only the respective user is entitled to access the services. Transferring the user account to third parties or granting third parties the right to use the services by the user is prohibited and may result in immediate termination by the Service Provider.
4. Obligations of Users
(1) The user is obligated to provide truthful information about themselves or their company within the scope of using the service.
(2) The user is obliged to comply with applicable laws when using the service and to refrain from any activity that may impair or excessively burden the operation of the service or its underlying technical infrastructure.
(3) The user is not authorized to share their login credentials with third parties. The user is responsible for handling their login credentials with care and preventing any misuse of the login credentials by third parties.
(4) The user is solely responsible for complying with their record-keeping obligations, in particular but not limited to those under § 147 of the German Fiscal Code (Abgabenordnung) or the Value Added Tax Act (Umsatzsteuergesetz). The user must ensure that their documents and data are lawfully stored and provide the tax authorities with necessary access to them when required.
5. Notice regarding the Right of Withdrawal
(1) The Service Provider exclusively offers its services to entrepreneurs within the meaning of § 14 of the German Civil Code (BGB).
(2) According to § 312(1) of the German Civil Code (BGB), the right of withdrawal only applies to consumers. If the user is not a consumer within the meaning of § 13 of the German Civil Code (BGB) and uses the services of the Service Provider, the right of withdrawal does not apply.
6. Duration of the Contract
(1) The subscription starts upon the conclusion of the contract and continues indefinitely.
(2) Any trial access automatically ends at the expiration of the respective trial period or after creating the 6th employee in the Molteo application. Separate termination is not required for trial accesses.
7. Prices and terms of payment, blocking, account deletion, price adjustments
(1) The service provider offers its services in various free and paid versions. The agreed prices can be found in the currently valid price and payment information.
(2) Payment for a paid subscription is made monthly or annually, depending on the chosen contract duration, via credit card (Visa, Mastercard) or (SEPA) direct debit. The billing period starts from the date the user successfully registers or signs up for the paid version, in advance for one month or one year. The service provider reserves the right to introduce subscription options with different contract durations (e.g., quarterly) or similar services that use alternative billing models (e.g., usage).
(3) The obligation to pay the respective usage fees becomes due immediately upon receipt of the invoice, and will be debited or collected from the credit card or account monthly or annually until the termination.
(4) No refunds of monthly or annual fees will be provided in case of early termination by the user. Upon termination of the contract, the product version can be used in full until the end of the contract term. Only after that, the user's account will be deleted.
(5) If the monthly or annual costs for the subscription cannot be debited from the credit card or account in a timely manner, for example, due to insufficient funds, the user's access to all Molteo applications will be immediately blocked. Upon receipt of the payment, access to the system will be reinstated. The costs for this will amount to €20.00 per rejected payment and will be invoiced to the user. The user must then transfer the total amount to the service provider's bank account within 4 working days.
(6) If the user deletes the account themselves before the end of the contract, no further access will be possible. In this case, and also if a new account is created, any remaining contract term will not be refunded or credited to a new account. The non-refund of remaining amounts also applies in the event of lawful extraordinary termination by the service provider due to non-compliant use of the services.
(7) The user agrees that email (using the email address provided by the user) may be used as a means to send invoices and payment reminders.
(8) The service provider is entitled to change the agreed fees at its reasonable discretion. Such price changes are only permissible once per calendar year and must be announced in writing at least six weeks before they become effective. If the increase in fees exceeds 10%, the user may terminate this usage agreement within one month of receiving the notification of change, with effect from the date on which the fee increase is to take effect.
8. Termination of the contract
(1) The user can test the paid subscription free of charge for a period defined by the service provider. No separate cancellation is required. If the user does not provide payment information after the test phase expires, there will be no further obligations or costs for the user.
(2) Each party may terminate this agreement by giving written notice to the other party thirty (30) days prior to the end of the current term.
(3) In some cases, the user may choose between an annual and a monthly subscription. If the user wants to switch from a monthly subscription to an annual subscription, this can be done effective from the first day of the next billing month. The subscription will then be automatically extended for one year, and the annual amount becomes due immediately upon receipt of the invoice. The annual subscription can be terminated until the last day of the current billing year. The same applies to switching from one monthly/yearly subscription to another monthly/yearly subscription. If the user switches from an annual subscription to a monthly subscription, this can be done until the last day of the billing year and will take effect from the first day of the next billing year, provided that a monthly subscription option is available. The subscription will then continue automatically on a monthly basis. A similar mechanism will be in place if the service provider introduces a different contract duration.
(4) The right of each party to terminate for cause remains unaffected.
(5) Protonaut reserves the right to delete customer data after the termination of the contract, regardless of the reason for termination, and is not obliged to retain customer data after this point. Protonaut will only retain the necessary data for the minimum duration after the termination of the contract to comply with relevant legal requirements.
(6) Protonaut assures that it will always act in compliance with the General Data Protection Regulation (GDPR) and all data protection requirements.
9. Warranty, availability of services
(1) Regarding the granting of usage rights for the software Protonaut used by the service provider to provide its services, the warranty provisions of tenancy law apply. The liability without fault according to § 536a para. 1 alternative 1 of the German Civil Code (BGB) is excluded. The warranty period is one year unless the service provider has fraudulently concealed a defect.
(2) The service provider guarantees an availability of 98% on average per year within its area of responsibility. The regular maintenance windows, which last 4 hours per week and typically occur between 9:00 p.m. and 6:00 a.m. Central European Time, are not included in the availability calculation. The service provider will notify users of any planned maintenance outside the regular maintenance window in advance, to the extent possible and in writing. In general, maintenance work outside the regular maintenance window will not occur more than once a month.
(3) The service provider assumes no responsibility for the functionality of the connection to its servers, power outages, and failures of servers that are beyond its control.
10. Rights of use
(1) The service provider grants the user a non-exclusive, non-transferable, non-sublicensable, and personal right to use the software Molteo used by the service provider for the duration of this agreement, subject to these Terms and Conditions.
(2) The user is authorized to access the software, which is operated on the service provider's IT systems, to process their data.
(3) The user may only use the software for their own business purposes and only through their own personnel.
(4) No intellectual property rights are transferred to the customer. Customized software related to the service remains the intellectual property of Protonaut unless otherwise agreed.
(5) With regard to any material uploaded by the customer and all customer data, the customer grants Protonaut, Protonaut's suppliers, and subcontractors a non-exclusive, worldwide, and irrevocable license to provide the application and all related services to the customer. The customer warrants that no material uploaded by them or any customer data infringes upon third-party rights or intellectual property rights and does not contain material that is obscene, offensive, inappropriate, or illegal.
(6) Protonaut is entitled to transfer its rights, obligations, and commitments towards the customer to a subsidiary or a third party.
(7) The customer acknowledges that Protonaut is authorized to engage subcontractors in all areas, including for the implementation and operation of the application and the storage of customer data.
(8) The service provider is not obligated to provide the user with the source code of the software.
(9) The application and all information provided by it, except for customer data, are protected by copyright and are the intellectual property of Protonaut GmbH or licensed to Protonaut GmbH. Any developments or adaptations made to such intellectual property by the customer also become the intellectual property of Protonaut. The customer shall inform Protonaut of any actual or suspected infringements of Protonaut's intellectual property rights and any unauthorized use of the application known to the customer. In addition, the provisions of Sections 69a et seq. of the German Copyright Act (Urheberrechtsgesetz) apply.
(10) The system is protected by copyright and remains the exclusive intellectual property of Protonaut.
11. Data protection
(1) The service provider ensures that personal data of users is only collected, stored, and processed to the extent necessary for the proper performance of the contract and permitted by applicable legal regulations or ordered by the legislator. The service provider will treat personal data confidentially and in accordance with the provisions of the applicable data protection laws and will not disclose them to third parties unless it is necessary for the fulfillment of contractual obligations and/or there is a legal obligation to transmit them to third parties.
(2) In order to ensure audit-proof processing of data, the creation, modification, and deletion of data are logged with information about the user's username and the processing date.
(3) The use of our service may require the service provider to process personal data on behalf of the user. For this purpose, a separate agreement on the processing of personal data is required. The parties acknowledge that the customer is the controller for all data uploaded by them into the Protonaut application and that they can correct or delete such data if necessary. Protonaut will at all times act as a data processor, processing the data on behalf of the customer. The parties attach a Data Processing Agreement ("DPA") as an annex to these Terms and Conditions.
(4) The customer confirms that they are authorized to instruct Protonaut to process such data and that all instructions will be given lawfully.
(5) Protonaut will only process customer data in accordance with the customer's instructions and not for its own unauthorized purposes.
(6) In the relationship between the parties, all data provided by the customer to Protonaut or the application belongs to the customer. The application allows the customer to export records and data retained by the application, and the customer agrees to export all data before the termination of the subscription.
(7) Protonaut will only share information about data processing to the extent necessary to provide the services to the customer or where Protonaut is required to do so by a court or authority, and in such cases, only to the extent necessary.
(8) If Protonaut is required to share data outside the European Economic Area (EEA) or with territories that have not been recognized in advance by the European Commission, we ensure full satisfaction with the data protection standard of all subcontractors. We employ a contractor in Poland and have already established robust data protection and confidentiality agreements with them that comply with current legal data protection requirements.
(9) Protonaut will treat all confidential information of the customer disclosed to Protonaut as confidential, unless such information becomes public by means other than a breach of this provision or unless Protonaut receives the information from a third party not obligated to treat the information confidentially, or where the disclosure of the information is required by an authority or court with appropriate jurisdiction, and in such cases, only to the extent necessary.
(10) Protonaut will implement all necessary technical and organizational security measures to ensure the secure processing of all customer data and to prevent the accidental or unlawful destruction, loss, or alteration of system information, and to prevent such information from falling into the hands of unauthorized parties or being subject to misuse or any other treatment that violates data protection laws. Protonaut will comply with all its obligations under applicable data protection laws as a data processor and will be particularly guided by the General Data Protection Regulation (GDPR).
(11) In the event that consent declarations regarding data protection are obtained from the user in the context of using the service of the service provider, it is noted that these can be revoked by the user at any time.
12. Changes in services
(1) The service provider regularly adapts its services provided on the Internet at its own discretion to technological developments and market needs in order to fulfill the intended purpose as described in the product description. This may involve changes to the scope of services, such as new or modified functionalities, and adjustments to new technologies. However, these changes will not result in restrictions on the functionalities stated in the product description that are more than insignificant for the normal user. As these changes are inherent to the nature of the solution, the user cannot derive any rights or claims from them.
(2) The service provider is also entitled to make new services available for a fee and to discontinue the provision of free services. Furthermore, the service provider may expand fee-based services with additional paid features. When changing fee-based services, the service provider will take particular account of the legitimate interests of the users and announce these changes in a timely manner.
13. Limitations of liability
(1) Claims for damages due to breaches of contract and unlawful acts can only be asserted in cases of intent or gross negligence on the part of Protonaut and/or its vicarious agents. The above-mentioned limitation of liability does not apply to the violation of material contractual obligations (cardinal obligations).
(2) Furthermore, Protonaut's liability for personal injury and liability based on mandatory legal provisions remains unaffected.
(3) There is no liability of the service provider beyond what is stated in paragraph 1 and paragraph 2 for free services.
(4) Protonaut is not responsible for performance disruptions due to force majeure, especially the failure or overload of global communication networks. Therefore, the customer cannot claim a reduction in his/her performance obligations.
(5) Protonaut is not liable for the information published through its services. The sender is responsible for the accuracy, completeness, and timeliness of the information.
(6) The service provider is not liable for data loss to the extent that the damage is due to the user's failure to comply with his/her legal data retention obligations (see section 4.4 of these General Terms and Conditions), and the lost data cannot be reasonably restored at a reasonable cost.
(7) Protonaut is not liable for damages that may arise on the customer's side due to insufficient security measures during data transmission.
(8) Any potential liability for damages is limited to the amount of the annual fee. The liability for damages resulting from data loss is limited to the amount that would have occurred with proper data backup, but not exceeding the amount of the annual fee.
(9) Customer claims for damages expire one year after their occurrence, without prejudice to the provisions of § 202 of the German Civil Code (BGB). This limitation does not apply if Protonaut has acted with gross negligence or intent.
(10) Liability under the Product Liability Act remains unaffected.
14. Changes to the terms and conditions
(1) The service provider reserves the right to amend these terms and conditions at any time, including within existing contractual relationships, provided that such changes are reasonable for the user, taking into account the interests of the service provider. This is particularly the case when the change does not entail significant legal or economic disadvantages for the user, such as changes in the registration process or contact information.
(2) For all other changes to the terms and conditions, the service provider will notify registered users at least 6 weeks before the planned effective date of the changes. The changes will be communicated to the user via email. If the user does not object within 6 weeks from the receipt of the notification, the user agreement will continue under the amended conditions. In the notification of changes, the service provider will inform the user about their right to object and the consequences of an objection. In case of objection, the service provider reserves the right to terminate the contractual relationship with the user upon the planned effective date of the changes.
15. Final provisions
(1) The laws of the Federal Republic of Germany shall apply, excluding the provisions of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
(2) If the user is a merchant, a legal entity under public law, or a special fund under public law, the registered office of the service provider shall be the exclusive place of jurisdiction for all disputes arising from the contractual relationship.
(3) If individual provisions of these terms and conditions are or become invalid, this shall not affect the validity of the remaining provisions.