1.1. Dado Software GmbH, Johanniterstrasse 2, 10961 Berlin (“Dado ”) offers a tool to manage employee experience (the “Software”) and offers the Software as part of a software-as-a-service model to its users (the “Service(s)”). Details of the Services are set out in the service description that can be found in its current version on https://dadohr.com (the “Website”).
1.2. All contractual relationships between Dado and any user using the Services (a “User”, “Users”) shall be governed by these terms of service (the „TOS“).
1.3. The Service offerings of Dado are available to Business Customers only. For the purpose of these TOS, a „Business Customer“ is a User (whether an individual, company or partnership vested with legal capacity) who enters into the relevant contract in the conduct of its business or its self-employed professional activity (Sec. 14 (1) of the German Civil Code (“BGB”).
1.4. Standard business conditions and/or general terms and conditions of the User do not apply, regardless of whether or not Dado has expressly objected to them in a particular case.
1.5. Dado reserves the right to extend the Services and make improvements if they (i) serve technical progress; or (ii) appear necessary to prevent misuse. Further, Dado shall be entitled to change the Services if (i) applicable law, court rulings or administrative decisions require such amendments; (ii) the changes are predominantly beneficial to the User; or (iii) the changes are of a purely technical or procedural nature with no material effect on the User.
2. Agreement; Term
2.1. By subscribing to the Services, either by registration on the Website, by signing an order form for the use of the Services (the “Order Form”) or by any other agreement over the use of the Services at least in text form (e.g. email), an agreement between Dado and the User over the use of the Services pursuant to these TOS is concluded (the “Agreement”).
2.2. The initial term of the Agreement (the “Subscription Term”) and termination period depends on the subscription chosen by the User; both will be set out in the Order Form and/or the Agreement.
2.3. A termination notice must be in text form (e.g. email) to be effective.
2.4. The right of termination for cause and without notice remains unaffected for both parties. A good cause for termination shall include, but shall not be limited to, any of the following events:
2.5. the User fails to comply with any applicable legal provisions; and/or
2.6. the User fails to comply with any terms of these TOS, in particular section 5, and, where reasonable, Dado has given the User the opportunity to stop any misconduct but the User failed to do so.
2.7. Upon the User’s request made within thirty (30) days after the effective date of termination, Dado will make a file of the User’s data available to the User. After such thirty (30) day period, Dado will have no obligation to maintain or provide any of the User’s data and may thereafter, unless legally prohibited, delete all of the User’s data in Dado’s systems or otherwise in Dado’s possession or under Dado’s control.
3. Provision of the Software
3.1. Dado will make the Software available to the User in its most recent publicly available version via the internet for the duration of the Agreement. For this purpose, Dado will set up the Software on a server that is accessible to the User via the internet. The User must ensure an adequate internet connection.
3.2. Dado provides basic support at no additional charge. Basic support includes commercially reasonable efforts to make the Service available 24 hours a day, 7 days a week, except for: (a) planned downtime (which Dado HR aims to schedule outside of normal business hours), or (b) any unavailability caused by circumstances beyond Dado HR’s reasonable control, including without limitation, acts of God, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, strikes or pandemics, internet service provider failures or delays, or denial of service attacks.
3.3. Support services provided by Dado HR beyond the basic support will only be part of Services if and in the scope agreed in the Order Form and/or Agreement or if the support is explicitly part of the subscription as further described on the Website chosen by the User.
4. License and Restrictions
4.1. Dado retains ownership of all intellectual property rights of any kind related to the Software unless explicitly granted to the User as set out below.
4.2. Subject to the TOS, in particular payment of agreed-upon fees, Dado grants the User a non-exclusive, non-assignable, non-transferable, with no right to sub-license, worldwide limited right to use the Software for the duration of the Agreement within the agreed scope and for internal business use only (the “License”).
4.3. The User shall use the Services in accordance with the intended purpose of the Software, the provisions of these TOS, in accordance with applicable laws and within the agreed scope of the Software. In particular, the User shall not
4.3.1. modify, decompile, disassemble, reconstruct or in any other way rework the Software;
4.3.2. use the Software in order to develop a competing software solution or assist third parties in doing so;
4.3.3. use the Software to distribute illegal content and/or content that infringes the rights of third parties; and/or
4.3.4. sell, license, sublicense, lease, transfer or otherwise commercially exploit the Software or make it available to third parties.
4.4 In case of a breach by the User of section 4.3 all rights granted hereunder shall automatically revert to Dado. Any further use of the Software by the User shall constitute an infringement of copyright.
4.5. The User is aware that the Software contains open source components and such components are governed by the respective open source licenses available on the Website or as part of the Software or via request to Dado.
4.6. Nothing in these TOS obligates Dado to make available or deliver any copies of computer programs or code (neither in object nor source code form) from the Software to the User.
4.7. In order to increase the scope of the License, the User may at any time switch to the next level subscription (“Upgrade”) or acquire further subscriptions to use the Service. In case of an Upgrade, Dado will charge the additional fee for the remaining Subscription Term. Downgrades are not possible during a Subscription Term.
5. Obligations of the User
5.1. Next to its obligations under section 4.3 above, the User undertakes not to store any illegal content or content that violates the law, official requirements or the rights of third parties on the storage space provided. In particular, the User must comply with applicable data protection law.
5.2. Dado is entitled to immediately block the storage space if and as long as there is reasonable suspicion that the stored data is illegal and/or infringes the rights of third parties. A reasonable suspicion for an illegality and/or a violation of rights exists in particular if courts, authorities and/or other third parties inform Dado thereof. Dado shall immediately notify the User of the block and the reason for it.
5.3. A User will indemnify, defend, and hold harmless Dado for any and all claims, losses, damages, expenses, costs (including court costs and attorneys’ fees) and liabilities (“Losses”) that arise out of, or in connection with (i) any breach by a User of any its obligations pursuant to section 5.1 and (iii) any claim that the User’s content caused damage to a third party.
5.4. The User shall make sure that the user ID and password to enter the Services are at all times kept confidential.
6. Fees and Payment
6.1. The User shall be obligated to pay the fees for the Service (the “Fee”) as set out in the Order Form and/or Agreement.
6.2. If the User resides within Germany, the Invoiced Fee charged by Dado will include the local value added tax. If the User does not reside within Germany, all fees are exclusive of duties or taxes imposed by governing authorities. In this case, the User is responsible for payment of all such taxes or duties.
6.3. The Fee shall be invoiced to the User by advance payment and shall be paid in Euros, unless otherwise agreed by the parties.
6.4. Dado is entitled to adjust the prices for the Services to compensate personnel cost or other cost increases annually in an appropriate amount. Dado will announce these price adjustments and the time of effectiveness of the price adjustments to the User in text form at least 40 days before they become effective. The price adjustments shall not apply to the Subscription Term that the User has already paid for. A change in the price resulting from a change in the scope of features, additional services or the number of employees to be administered shall not be deemed a price adjustment within the meaning of this section 6.4.
7.1. Dado warrants the functional and operational readiness of the Services in accordance with the provisions of these TOS.
7.2. No warranty is provided by Dado in case of defects to the extent (i) the User uses the Software not in accordance with its intended purpose, (ii) the defects consists of a use of the Software outside of the granted License, or (iii) the Software has been used with software not compatible with the Services.
7.3. Dado shall decide at its own discretion whether the defect shall be remedied after receipt of a notice of defect by correcting the defect or by providing the Service again. Dado may choose to correct a defect by providing a work around solution if such work around solution is reasonably usable for the User.
7.4. The right of the User to remedy defects themself (§ 536a para. 2 BGB) shall be excluded.
8.1. Dado is liable in the event of data loss only to the amount of damage which would also have been incurred in the event of proper, regular data backup by the User appropriate to the importance of the data.
8.2. However, Dado shall be unrestrictedly liable for all contractual, quasi-contractual and statutory, including tortious claims for damages and reimbursement of expenses for any legal reason that have been caused by deliberate intention or by gross negligence.
8.3. In cases of slight negligence, Dado shall only be liable if Dado has infringed a fundamental duty and if the purpose of the contract is threatened thereby or if Dado has infringed duties that have to be fulfilled for the duly contract implementation and if the User generally relies on the fulfilment of these duties. In the aforementioned cases, Dado is only liable for foreseeable damages to the Business Customer at the time the respective service was performed.
8.4. In all other cases Dado’s liability, including Dado’s liability for consequential damage and lost profit, is excluded.
8.5. The aforementioned restrictions of liability do not apply to cases of damages to life, body, or health, to cases of warranting for the condition of a product, and to cases of fraudulent concealment of defects by Dado, its legal representatives or assistants in performance or under the German Product Liability Act.
8.6. Dado will not be liable hereunder by reason of any failure to timely perform its duties hereunder due to an event beyond Dado’s reasonable control, including acts of God; acts of terrorism; civil unrest; war; fires; power cuts; epidemics.
8.7. If Dado’s liability is excluded or restricted, this also applies to the personal liability of its employees, representatives, and agents.
8.8. Liability independent of negligence according to § 536a BGB is excluded.
9. Data Protection
The User shall comply with the applicable data protection regulations when using the Software. In this respect, Dado is not the responsible party in the sense of Art. 4 No. 7 GDPR. The parties agree that in particular the subject and duration of the processing, the type and purpose of the processing, the type of personal data, the categories of data subjects and the obligations and rights of the User existing within the framework of the commissioned processing shall be specified separately in data processing agreement.
If the User subscribes to the Service, the User agrees that Dado may disclose the fact that the User is Dado’s customer. While these TOS are in effect, the User grants Dado the right to reference the User’s company name, along with the User’s logo, in marketing materials and on the Website until such time as the User’s use of the Service is discontinued.
11. Applicable Law and Competent Courts
11.1. These TOS and any Agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Germany. Any dispute or claims arising under this agreement shall be subject - as far as legally permissible - to the jurisdiction of the District Court of Berlin, Germany.
11.2. Should any provision of these TOS be or become invalid, ineffective or unenforceable as a whole or in part, the validity, effectiveness and enforceability of the remaining provisions shall not be affected thereby. Any such invalid, ineffective or unenforceable provisions shall be deemed replaced by statutory provisions. As far as this would represent an unreasonable hardship for a contracting party, the TOS as a whole become ineffective.
Last update: 14 May 2021