Terms of Use

Last updated: 02/10/2023

The ToolTime SERVICES (as defined below) are only intended for natural or legal persons who use the SERVICES in the exercise of their commercial or self-employed professional activity. These Terms of Use ("AGREEMENT") are concluded between Tooltime GmbH, Boxhagener Str. 119, 10245 Berlin, Germany, ("TOOLTIME") and the entrepreneur using the SERVICES ("USER") (TOOLTIME and USER are each referred to as a "PARTY" and jointly as the "PARTIES").

By confirming these Terms of Use, you (as the User) (i) agree to enter into the AGREEMENT between the USER and TOOLTIME, (ii) represent that you are authorised to legally represent the USER and (iii) declare that you are not entering into the AGREEMENT as a consumer.

1. The Services

1.1. TOOLTIME Services. 

The subject matter of the contract is: 

  1. the provision of software ("SOFTWARE") as a web browser-based version and mobile application by TOOLTIME, which enables the USER to digitalise and automate the work processes of their craft business in relation to their customers, from the preparation of contractual offers and order documentation to invoicing support and,
  2. the granting of storage space by TOOLTIME in connection with the use of the SOFTWARE, together the "SERVICES". The current scope of functions of the SOFTWARE and other SERVICES can be found in the current service description on the TOOLTIME website (https://www.tooltime.de/#Features) ("SERVICE DESCRIPTION").

None of the descriptions of the SERVICES and none of the provisions of this AGREEMENT constitute a warranted characteristic or guarantee on the part of TOOLTIME.

1.2. Internet connection.

The use of the SERVICES by the USER and the END USER (as defined below) requires a functioning Internet connection for each terminal device used for this purpose. The speed of the SERVICES depends on the speed of the Internet connection used. There is an "offline mode" in which the USER or END USER can view information previously downloaded to their terminal device and in which the USER or END USER can start documenting SERVICES; however, the "offline mode" only serves to bridge the gap if no Internet connection is temporarily available. The provision of an Internet connection is not part of this AGREEMENT. If applicable, the USER and the END USERS will incur separate costs from their respective mobile phone provider for data transmission via the Internet when downloading the APP (as defined below) and using the SERVICES. The USER will inform the END USERS of this circumstance, unless the END USERS are otherwise aware of it. Communication via the Internet is not error-free and not available at all times. TOOLTIME is not responsible for any limited usability of the SERVICES based on this.

1.3. System requirements.

The SOFTWARE can be used in two variants:

  1. as a web browser-based version for use on a PC with the latest version of a standard web browser (e.g. Safari, Mozilla Firefox, Google Chrome; however, access via Internet Explorer is not fully supported); and
  2. as a mobile application ("APP") on smartphones with a current Android or iOS operating system. The APP must be downloaded by the USER and the END USERS from the Apple Appstore or Google Play Store (each an "APP STORE") under the terms and conditions applicable there.

The USER and the END USERS will keep the downloaded APP (and the underlying web browser) up to date at all times and to install new versions or updates published in the APP STORE without delay in order to ensure the function of the SOFTWARE. 

1.4. Links.

The SERVICE contains hyperlinks to third party offers and services (e.g. Google Maps), which could open the website or app of the respective third party provider. TOOLTIME has no influence or control on the content of third party websites or apps and does not become a party to or otherwise assume any obligations under any third party agreements to which the USER or END USER agrees via such websites or apps. TOOLTIME is neither able nor obliged to review third party websites or apps but will remove hyperlinks to illegal content to the extent required under applicable law if it becomes aware of such illegality.

1.5. Third party content.

The SERVICES allow the USER and END USER to access certain platforms, content or information from third parties ("THIRD PARTY CONTENT") (e.g. product and pricing information from wholesalers in relation to goods used by the USER in the course of its business). TOOLTIME is not responsible for THIRD PARTY CONTENT and is not required to verify its accuracy. The source of the THIRD PARTY CONTENT provided through the SOFTWARE will be indicated in the SOFTWARE to the extent possible. THIRD PARTY CONTENT is used by the USER at their own choice and responsibility. The USER acknowledges that the nature, type, quality and availability of the THIRD PARTY CONTENT may change at any time.

1.6. Granting of storage space.
  1. TOOLTIME grants the USER storage space on a server operated by TOOLTIME or one of its subcontractors for the storage of the USER's data ("USER DATA") as part of the intended use of the SOFTWARE. With the exception of the scope described in section 1.7, the USER is not entitled to transfer this storage space to a third party for use, in part or in full, against payment or free of charge. TOOLTIME reserves the right to limit the storage space available per user during the CONTRACT TERM (as defined below) by means of the modification process described in section 6.1.
  1. The USER warrants not to store any content or data (including User Data) on the storage space, the storage, provision, publication or use of which in the context of the intended use of the SERVICES violates applicable law, third party rights, official requirements or agreements with third parties. USER shall ensure that this obligation is also complied with by its END USERS.
  1. TOOLTIME is entitled to immediately block the storage space if there is reasonable suspicion that the stored USER DATA is illegal and/or infringes the rights of third parties. A justified suspicion of illegality and/or infringement of rights exists in particular if courts, authorities and/or other third parties inform TOOLTIME of this. TOOLTIME will notify the USER of the block and the reason for it in an appropriate form. TOOLTIME will lift the block as soon as the suspicion is invalidated.
  1. At the request of the USER, the USER DATA will be provided to the USER in a common format at the end of the CONTRACT TERM. If no other format is specified by TOOLTIME, the USER DATA will be provided in CSV file format or, for files uploaded by the USER, in the format in which the respective files were uploaded. TOOLTIME is not obliged to process or convert the USER DATA. The transfer of the USER DATA takes place at the discretion of TOOLTIME either in the form of sending a standard data carrier at the expense of the USER or by providing the files for download by the USER. The USER must provide TOOLTIME with all information necessary to fulfil the obligation to hand over the data. The USER has no right to receive the software suitable for the use of the USER DATA. The USER's request to surrender the USER DATA must be received by TOOLTIME no later than the end of the CONTRACT TERM, or, in the case of termination by TOOLTIME, no later than five (5) working days after the end of the CONTRACT TERM. After that TOOLTIME is not obliged to keep the stored USER DATA. If the USER DATA is made available to the USER for download, the USER must carry out the download within seven (7) calendar days after notification of the provision by TOOLTIME, unless a longer period is notified by TOOLTIME; thereafter the USER DATA will be deleted by TOOLTIME. Subject to any disclosure obligations under applicable law, TOOLTIME reserves the right to release the USER DATA in accordance with this section 1.6.4 only if the USER has paid all fees due to TOOLTIME under this AGREEMENT.
1.7. Use of the SERVICES by the USER and END USER.

The USER may allow its employees or other persons employed by the USER (e.g. freelancers) to use the SERVICES on behalf of the USER (as an "END USER") to fulfil the USER's business purposes via the ACCOUNT (as defined below) in accordance with the provisions of this AGREEMENT. The USER must register each END USER as such within the SERVICES by name  and is obliged to pay the usage fee applicable to each END USER in accordance with section 4.1.

1.8. Subcontractors.

TOOLTIME may subcontract or involve subcontractors with regard to the provision of the SERVICES or parts thereof. The use of subcontractors does not release TOOLTIME from its sole obligation to the USER to fulfil the contract in full. If subcontractors process personal data of the USER on behalf of TOOLTIME, the provisions of the DPA agreed with TOOLTIME (as defined in section 5.1) apply in addition with regard to subcontractors.

1.9. Availability.

TOOLTIME is committed, within the scope of its technical and organisational possibilities, to enable the use of the SOFTWARE on working days between 7:00 a.m. and 6:00 p.m. with an annual average availability of 98.5%. Excluded from this are times when the SERVICES or individual functionalities are not available or only available to a limited extent due to technical or other problems for which TOOLTIME is not responsible (e.g. disruptions caused by the Internet or due to force majeure) or due to maintenance work of a reasonable scope. TOOLTIME will inform the USER as far as possible (i.e. as far as the work does not have to be carried out justifiably at short notice) about maintenance work which not only insignificantly affects the functionality of the SERVICES with a lead time of 48 hours in the SOFTWARE (e.g. by displaying corresponding messages when logging into the SOFTWARE). The SOFTWARE can also be used outside the aforementioned normal business hours, but no promises of availability are made for this.

1.10. Support.

The scope of the support results from the description on the TOOLTIME website (https://www.tooltime.de/). Support is available on working days between the times published on the TOOLTIME website. The USER can reach a support representative either by chat on TOOLTIME's website or by telephone or e-mail using the contact details provided on TOOLTIME's website or otherwise communicated to the USER by TOOLTIME.

2. Rights

2.1. Rights to use the SOFTWARE.

Subject to the provisions of this AGREEMENT, TOOLTIME grants the USER the non-exclusive, non-sublicensable, non-transferable right, limited in time to the CONTRACT TERM of this AGREEMENT, to use the SOFTWARE designated in this AGREEMENT within the scope of the contractual use of the SERVICES. The USER is not entitled to make the SERVICES available to third parties for use against payment or free of charge, except within the scope of section 1.7. The USER is therefore expressly prohibited from subletting, selling or otherwise distributing the SOFTWARE. The USER may copy the SOFTWARE only to the extent necessary for the intended use of the SOFTWARE according to the applicable SERVICE DESCRIPTION between the PARTIES (e.g. caching of the SOFTWARE in the RAM). The USER may not copy, edit or decompile the SOFTWARE (except where expressly permitted under applicable law). The USER is obliged to ensure compliance with the restrictions on use by the END USERS.

2.2. Rights of use to the USER DATA.

The contents stored by the USER or the END USERS on the storage space designated to USER may be protected by copyright and data protection laws. The USER hereby grants TOOLTIME the right to make the USER DATA accessible to the USER and the END USERS when they make queries via the Internet and, in particular, to reproduce and transmit it for this purpose, to reproduce it for the purpose of data backup and to use it in other ways as far as necessary for the performance of this AGREEMENT. The USER hereby warrants that it has all the rights to the USER DATA necessary for the aforementioned granting of rights or has had such rights granted to it by third parties (including its END USERS) to the extent necessary.

2.3. Feedback and suggestions.

If the USER or an END USER submits suggestions, recommendations or ideas (collectively, "PROPOSALS") to TOOLTIME on how the SERVICES could be improved, TOOLTIME and its licensees may use these PROPOSALS worldwide, without any restriction, without the obligation to pay any compensation or royalties to the USER or END USER, for an unlimited period of time (including but not limited to the implementation of these PROPOSALS within the SERVICES).

2.4. Customer references.

The USER permits TOOLTIME to use the following information as customer references free of charge (including any royalties): the USER’s company logo, quotes and picture and sound recordings made during the joint cooperation. Furthermore, the USER allows TOOLTIME to use said customer references for marketing purposes within the scope of presentations, publications on TOOLTIME’S websites and social media channels as well as in press releases (print and online). 

3. Further obligations of the user

3.1. User account.

In order to use the SERVICES, the USER must set up and maintain a user account ("ACCOUNT") when registering for the SERVICES. The USER agrees to keep access data such as the combination of login data and password strictly confidential, not to disclose this information to third parties and to oblige END USERS to do likewise. The USER is responsible to TOOLTIME for all activities carried out in their ACCOUNT using their login data or the login data of an END USER.

3.2. Duties of the USER.

The USER shall ensure that (i) all information provided by the USER to TOOLTIME upon registration or as part of the SERVICE is accurate and up to date and that USER keeps this information up to date during the CONTRACT TERM, (ii) they transmit and process all personal data of third parties as part of the SERVICES only in accordance with the applicable law, (iii) USER's use of the SOFTWARE and other SERVICES does not violate any agreements with third parties entered into by USER, including, but not limited to, agreements with the operator of the APP STORE from which USER downloaded the APP ("APP STORE PROVIDER"); and (iv) neither the SOFTWARE nor the SERVICES, or any part thereof, is used in any manner prohibited by this AGREEMENT.

3.3. Passing on the duties to the END USERS.

USER shall pass on all obligations arising from this AGREEMENT for the use of the SERVICES to its END USERS and oblige them to comply with them. The USER shall ensure in its relationship with the END USERS that the END USERS comply with these obligations.

3.4. Responsibility of the USER for the END USERS.

The actions of the END USERS in relation to the SERVICES are attributed to the USER. The USER warrants to TOOLTIME that all END USERS will use the ACCOUNT and the SERVICES only in accordance with the provisions of this AGREEMENT. The USER is liable to TOOLTIME for violations of the provisions of this AGREEMENT by END USERS. As soon as USER has knowledge of a breach of the obligations under this AGREEMENT by an END USER, USER must immediately suspend that END USER's access to the USER DATA and to the SERVICES.

3.5. Authorisation concept.

The USER may assign to the END USERS various authorisations to perform actions within the framework of the functionalities of the SERVICES (e.g. restriction of the possibility to make declarations or issue invoices on behalf of the USER). The USER is responsible for granting the END USERS only those rights within the framework of the functionalities of the SERVICES which they are required to exercise within the framework of their respective activities for the USER.

3.6. No representation.

The USER acts in their own name and on their own account. The USER has no authority to legally represent or bind TOOLTIME vis-à-vis third parties and must not give this impression.

4. Fee

4.1. Usage fee.

The USER will pay the usage fee for the USER and all END USERS plus statutory VAT during the CONTRACT TERM in accordance with the obligations under section 4.2. Unless otherwise agreed, the usage fee and the billing period are based on the prices shown on the TOOLTIME website at the time of the conclusion of the contract.

4.2. Payment modalities.

The usage fee is to be paid in advance by the USER at the beginning of the billing period, monthly or annually depending on the agreement (by the third working day at the latest). For this purpose, the USER will choose a payment method offered by TOOLTIME (depending on the corresponding offer on the part of TOOLTIME) when registering for the SERVICES.

5. Data protection

  1. TOOLTIME will handle personal data processed under this AGREEMENT in accordance with TOOLTIME's Privacy Policy, which is available at https://www.tooltime.de/legal/datenschutz. Insofar as TOOLTIME processes personal data on behalf of the USER within the scope of the SERVICES, the data processing agreement ("DPA") attached to this AGREEMENT shall apply in addition.
  1. The USER will comply with all provisions of applicable data protection laws, including disclosure and information obligations vis-à-vis END USERS, employees, customers and other data subjects, as well as compliance with relevant deletion periods. The USER will ensure that it is authorised to process the personal data of its END USERS, employees, customers and other data subjects within the scope of the SERVICES. To the extent necessary for the contractual use of the SERVICES, the USER will obtain all necessary rights (including, where applicable, necessary consents) for the processing of the personal data of its END USERS, employees, customers and other data subjects.
  1. TOOLTIME is not responsible if the USER or the END USERS use the SERVICES in a way that violates applicable data protection law. Any corresponding liability of TOOLTIME is excluded to the extent permitted under applicable law.

6. Changes to the services

6.1. Changes to SERVICES.

The SERVICES may be updated and continuously developed over time. TOOLTIME may modify the SERVICES without prior consent from the USER, provided that the modification is reasonable taking into account the interests of the USER. In particular, a change is reasonable for the USER if it is necessary to adapt the SERVICE to changed conditions with regard to technical developments, market requirements or changes in applicable law, as well as in the case of addition of new features, functions or services to the SERVICE. The USER is granted a right of use only for the version of the SERVICES current at the relevant time. The USER will be notified of significant changes to the SERVICES in an appropriate form (e.g. by displaying corresponding messages when logging into the SOFTWARE) fourteen (14) calendar days in advance. If a change in the SERVICES is not reasonable for the USER, the USER is entitled to terminate the AGREEMENT by giving notice of termination with effect from the notified date on which the change takes effect. In this case, any overpaid monthly usage fee shall be refunded to the USER on a pro rata basis.

6.2. Changes to the APP.

TOOLTIME may from time to time provide the USER with an updated version of the APP free of charge. Such updated versions of the APP will be made available through the APP STORE in the same way as the version of the APP originally downloaded by the USER or the END USERS, the use of which will be subject to separate agreements between the USER or the END USERS on the one hand and the APP STORE PROVIDER on the other hand, and the availability and functionalities of which will not be the responsibility of TOOLTIME. If the APP STORE PROVIDER offers such functionality and the USER's or END USER's device is configured accordingly, updated versions of the APP may be installed automatically; otherwise, manual installation by the USER and END USERS in accordance with the APP STORE PROVIDER's instructions is required. Notwithstanding the foregoing, TOOLTIME provides SERVICES to users of the most current version of the APP and cannot ensure support for older versions.

7. Material defects

TOOLTIME shall remedy all faults in the SOFTWARE to the extent technically and reasonably possible as regulated below. An error exists if the SOFTWARE does not fulfil the functions specified in the SERVICE DESCRIPTION so that its use is impossible or restricted. The elimination of errors by TOOLTIME shall be carried out as follows:

  1. The elimination of serious errors (i.e. the use of the SERVICES or essential parts thereof is no longer possible or is significantly restricted) shall be carried out immediately after TOOLTIME becomes aware of them or is informed by the USER.
  2. In all other cases, the elimination of errors shall take place within a reasonable period of time via updates within the framework of normal release planning schedules.

8. Relationship with the App Store Provider

For the avoidance of doubt, the PARTIES agree that the APP STORE PROVIDER is not a party to this AGREEMENT and shall not be subject to any obligations under this AGREEMENT. In particular, the APP STORE PROVIDER shall have no obligation to provide maintenance or support for the SOFTWARE or the SERVICE, nor shall it be subject to any warranty or product liability obligations in respect thereof. The APP STORE PROVIDER shall also not be liable for any claims by third parties that the APP or SERVICE, or the possession and use thereof by the USER or END USERS, infringe the intellectual property rights of any third party.

9. Contract term and termination

  1. This AGREEMENT is entered into until terminated in accordance with this section 9. The period for which this AGREEMENT is in force is the "CONTRACT TERM". Unless otherwise agreed, the AGREEMENT may be terminated by either PARTY by giving (thirty) 30 days' notice to the end of the CONTRACT TERM. If a MINIMUM CONTRACT TERM has been agreed in the AGREEMENT, termination shall only be possible after the expiry of the MINIMUM CONTRACT TERM. If the AGREEMENT has not been terminated, the CONTRACT TERM shall be automatically extended by the agreed MINIMUM CONTRACT TERM. If no MINIMUM CONTRACT TERM and no deviating provision has been agreed, the CONTRACT TERM shall be automatically extended by one year.
  1. The USER may also terminate the right of use for individual END USERS by giving (thirty) 30 days' notice to the end of the CONTRACT TERM or MINIMUM CONTRACT TERM. The right of use of the respective END USER to the SERVICES shall expire when the termination takes effect. The total usage fee to be paid by the USER shall be reduced by the usage fee for the terminated END USER(s) as soon as the termination of the END USER's right of use takes effect. Despite termination of the right of use for an END USER, the USER will pay the corresponding usage fee until the terminated END USER has actually ceased to use the SERVICES.
  1. The right of each PARTY to terminate this AGREEMENT for good cause if the legal requirements are met remains unaffected. TOOLTIME is in particular entitled to terminate without notice if the USER fails to make due payments despite a reminder and a period of grace or if the USER violates the contractual provisions on the use of the SERVICES and does not remedy the violation within a reasonable period of time despite being requested to do so by TOOLTIME.
  1. The termination must be made in writing. In the event of termination of the AGREEMENT, the USER shall cease using the SOFTWARE, remove all installed copies of the SOFTWARE from its equipment and ensure that its END USERS do the same.

10. Liability of TOOLTIME

  1. TOOLTIME is liable without limitation for damages caused by injury to life, body or health and for other damages caused by intent or gross negligence on the part of TOOLTIME, its employees, executives, legal representatives or vicarious agents.
  1. In the event of a slightly negligent breach of an essential contractual obligation, the liability of TOOLTIME is limited to the amount of damage which is foreseeable and typical at the time of the conclusion of the contract according to the type of business regulated by this AGREEMENT. Material contractual obligations are those obligations which form the basis of the AGREEMENT, are decisive for the achievement of the purpose of the contract and on the fulfilment of which the USER may rely.
  1. Liability for damages caused by a defect in the SERVICES which already existed at the time of the conclusion of the AGREEMENT is excluded, provided that the damages were not caused negligently or intentionally by TOOLTIME.
  1. TOOLTIME shall not be liable for the loss of data if the damage is due to the USER’s failure to carry out appropriate data backups to ensure that lost data can be restored with reasonable effort (§ 254 BGB).
  1. Mandatory statutory provisions, in particular the provisions of the Product Liability Act, shall remain unaffected.
  1. Any liability of TOOLTIME for damages to the USER (irrespective of the legal nature of the claim, whether based on contract, tort or otherwise) beyond the scope of sections 10.1 to 10.5 is excluded.
  1. The above limitation of liability also applies to the personal liability of employees, executives, legal representatives and vicarious agents of TOOLTIME.

11. Indemnification

Without prejudice to any other liability of the USER, the USER shall indemnify and hold TOOLTIME harmless from any damages and costs arising from or in connection with a claim by a third party in relation to a breach by the USER of the obligations under sections 1.6, 2.2 sentence 3, 3.2 or 5.2. The same obligation shall apply to the USER for a breach of the obligations under sections 1.6.2 or 3.2 (in conjunction with section 3.3) by an END USER. This indemnity shall not apply if the USER is found to be neither wholly nor partially responsible for the respective breach.

12. Confidentiality

  1. Both PARTIES will keep confidential the CONFIDENTIAL INFORMATION received from the other PARTY in the course of the preparation or execution of this AGREEMENT, even after the termination of this AGREEMENT. This means in particular that the PARTY bound to secrecy (the "RECIPIENT PARTY") shall not disclose such information itself or through employees to third parties or otherwise use it for purposes other than those contractually agreed between the PARTIES. For the purposes of this AGREEMENT, "CONFIDENTIAL INFORMATION" shall mean any information which is clearly marked, described or otherwise made recognizable as confidential information, , or which is to be regarded as confidential due to its content, in particular business or trade secrets.
  1. This obligation to protect CONFIDENTIAL INFORMATION does not include such information that
  1. has demonstrably already been made available to the RECIPIENT PARTY prior to its disclosure or has become or will become publicly known through no fault of the RECIPIENT PARTY during the CONTRACT TERM;
  2. which the disclosing PARTY has made available to itself or independently developed, provided that this is evidenced by written records or otherwise and that no obligations set out in this AGREEMENT are undermined;
  3. the disclosing PARTY has obtained from a third party who is authorised to disclose such information without restriction; or
  4. has been expressly released by written declaration of the PARTY disclosing the CONFIDENTIAL INFORMATION to the RECIPIENT PARTY.
  1. Each PARTY shall be entitled to disclose CONFIDENTIAL INFORMATION to the extent that it is required to do so by law or governmental order, has notified the other PARTY in writing of the intended disclosure (to the extent permitted) and has taken such reasonable precautions as are required by law to minimise the extent of the disclosure.
  1. Each PARTY shall disclose CONFIDENTIAL INFORMATION to its employees or consultants only to the extent required by the contractual purpose of this AGREEMENT and to the extent that the recipient is also bound by confidentiality.

13. General provisions

13.1. Entire Agreement.

The AGREEMENT is the entire agreement between the PARTIES relating to its subject matter and supersedes all prior written and oral agreements relating thereto. There are no other oral or written agreements, understandings or undertakings relating to the subject matter of the AGREEMENT. The DPA is incorporated into this AGREEMENT.

13.2. No deviating terms and conditions of the USER.

The general terms and conditions of the USER shall not become part of the AGREEMENT. This also applies if TOOLTIME, in the knowledge of conflicting general terms and conditions of the USER, provides the SERVICES to the USER without expressly objecting to such terms.

13.3. Severability clause.

If any provision of this AGREEMENT is or becomes invalid or unenforceable, this shall not affect the validity or enforceability of the remaining provisions. The PARTIES shall replace any invalid or unenforceable provision or loophole by a valid and enforceable provision which comes as close as possible to the economic purpose of the invalid or unenforceable provision.

13.4. Amendments to the AGREEMENT.
  1. TOOLTIME reserves the right to modify or amend the AGREEMENT at any time with effect for the future. Any modification or amendment shall be notified to the USER in writing at least two (2) weeks before it takes effect by e-mail and/or displayed in the ACCOUNT or SOFTWARE, as the case may be, and shall specify the effective date of such modification or amendment. The USER is obliged to keep informed of any notices in the SERVICES on an ongoing basis.
  1. The USER shall be entitled to object to any modification or amendment of the AGREEMENT within two (2) weeks after receipt of the notice of such modification or amendment. If the objection is made in time, either PARTY shall be entitled to terminate the AGREEMENT for cause; such termination shall take effect on the effective date of the change or amendment giving rise to the objection. If the USER does not object within the objection period, the change or amendment shall be deemed to have been accepted by the USER and shall become part of the AGREEMENT.
  1. In its notice TOOLTIME shall inform the USER of the aforementioned right to object within two (2) weeks, the right of both PARTIES to terminate the AGREEMENT in the event of such objection and the legal consequences of failure to object.
  1. Alternatively, the USER may be offered an amended agreement for acceptance or rejection in the course of their next registration via the SOFTWARE. If the USER rejects the amendment, TOOLTIME has the right to terminate the AGREEMENT by giving notice in accordance with section 9.1.
13.5 Applicable law and jurisdiction.

This AGREEMENT and its interpretation shall be governed exclusively by the laws of the Federal Republic of Germany, excluding its conflict of law rules. The United Nations Convention on Contracts for the International Sale of Goods shall not apply. The exclusive place of jurisdiction for all disputes arising out of or in connection with this AGREEMENT shall be Frankfurt am Main, Germany, to the extent permitted by law, but TOOLTIME may also choose to bring an action at the seat of the USER.

13.6 Provisions on electronic commerce.

If this AGREEMENT is concluded by electronic means, Sec. 312i para. 1 sentence 1 no. 1 to 3 and sentence 2 German Civil Code are hereby waived.

13.7. Assignment.

Neither PARTY may assign the AGREEMENT or any rights or obligations hereunder to any third party without the prior written consent of the other PARTY. Notwithstanding the foregoing, (a) either PARTY may assign any monetary claim to a third party without the consent of the other PARTY subject to the requirements of Section 354a of the German Commercial Code; and (b) TOOLTIME may assign the entire AGREEMENT to a third party as part of a merger or sale of all or substantially all of its assets, or a sale or other transfer (e.g. as part of a reorganisation) of substantially all of its business relating to the SERVICE. In the case of subparagraph (b), the USER may terminate the AGREEMENT at the end of the next month within two (2) weeks of receiving notice of the transfer.

13.8. Set-off.

The USER is only entitled to set-off against TOOLTIME if the USER's counterclaim is undisputed or has been legally established; the same applies to the USER's exercise of any rights to refuse performance or rights of retention against TOOLTIME. The exercise of any right of retention by the USER also requires that their counterclaim is based on the same contractual relationship.

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Attachment: Data processing agreement (DPA)

This Data Processing Agreement (DPA) specifies the obligations of the PARTIES for the protection of personal data resulting from the data processing necessary as a consequence of the AGREEMENT within the meaning of Art. 28 of the General Data Protection Regulation (GDPR). It applies exclusively to services provided by TOOLTIME in relation to the AGREEMENT.

1. Scope, duration and specification of the commissioned processing

1.1 The commissioned processing is specified as follows:

  1. The DPA includes the processing of:
  • Basic data (such as names, contact details, etc.),
  • Contract data (e.g. scope of order),
  • Appointment data (e.g. date, place, time),
  • Call data (within the chat function of the SERVICES) and
  • Billing data,

insofar as they are processed within the functionalities of the SOFTWARE or SERVICES by TOOLTIME as a service for the USER.

  1. Purpose of data collection, processing or use:

    Provision of the SERVICES as described in the AGREEMENT, in particular processing of documents uploaded or created in the SOFTWARE (e.g. for quotation preparation, order documentation, billing support), as well as the order-related chat function between the different employees of the same craft business.

  2. The group of data subjects to whom the processing of personal data relates:

    The USER and its employees (including END USERS), as well as the end customers of the USER.

1.2 The term of this DPA shall be governed by the term of the AGREEMENT, unless the provisions of this DPA expressly impose obligations beyond this term.

2. Scope and responsibility

2.1 TOOLTIME processes personal data on behalf of the USER. This includes the activities listed and specified in the AGREEMENT and in its scope of services. Each PARTY shall comply with all mandatory laws, legislation and regulations applicable to it in the performance of this AGREEMENT. The USER is the responsible party.

2.2 The USER's instructions given to TOOLTIME in relation to the processing shall be initially specified in the AGREEMENT. The USER is entitled to change, supplement or replace individual instructions. Instructions that go beyond the scope of services specified in the AGREEMENT shall be treated by the PARTIES as a request for change of services.

3. Duties and responsibilities of TOOLTIME

3.1 TOOLTIME may only collect, process and use data of data subjects within the scope of the service and the instructions of the USER, unless it is obliged to do so by the law of the Union or the Member State to which TOOLTIME is subject; in such a case, TOOLTIME shall notify the USER of these legal requirements prior to processing, unless the relevant law prohibits such notification due to an important public interest (Art. 28 para. 3 sentence 2 lit. a GDPR).

3.2 TOOLTIME shall organize the internal organization in its area of responsibility in such a way that it meets the requirements of the GDPR and the special requirements for the protection of personal data. It will implement and maintain technical and organizational measures for the adequate protection of the USER's data.

3.3 TOOLTIME shall provide the USER with an overview of the persons authorized to access the TOOLTIME website upon the USER's request, unless the USER is able to obtain it himself.

3.4 TOOLTIME guarantees that the employees involved in the processing of the USER's data have committed themselves to comply with the data protection principles and have been properly instructed with regard to the respective regulations. The data secrecy shall continue to exist even after the termination of the aforementioned activities.

3.5 TOOLTIME shall inform the USER immediately in the event of serious violations by TOOLTIME or persons employed by TOOLTIME against regulations for the protection of the USER's personal data. TOOLTIME shall take the necessary measures to secure the data and to mitigate possible adverse consequences for the data subjects and shall immediately consult with the USER in this regard. TOOLTIME shall support the USER in fulfilling his obligations to inform the competent supervisory authority as well as the obligations mentioned under Art. 32 to 36 GDPR.

3.6 TOOLTIME shall inform the USER of the contact person for all data protection issues arising under the AGREEMENT.

3.7 TOOLTIME will not use the provided data for any purpose other than the fulfillment of TOOLTIME's obligations under the AGREEMENT.

3.8 TOOLTIME shall correct, delete or block the data subject to the AGREEMENT if the USER so instructs. Unless otherwise agreed in the AGREEMENT, TOOLTIME shall, at the individual request of the USER, destroy the data carriers and other related materials in such a way that the data contained therein cannot be recovered. Upon the USER's instruction, TOOLTIME will archive and/or return these data carriers and other related data to the USER.

3.9 Data, data carriers as well as all other related materials shall be either returned or deleted by TOOLTIME upon the USER's request after termination or termination of the AGREEMENT, unless there is an obligation to store the personal data under Union or Member State law.

4. Duties of the user

4.1 The USER has to inform TOOLTIME immediately and completely if he detects errors in the order results of TOOLTIME or irregularities regarding the implementation of data protection regulations.

4.2 TOOLTIME and USER are each obliged to keep a register of processing activities that fall under their responsibility within the meaning of Art. 30 GDPR.

5. Requests from affected parties

5.1 If the USER is required by applicable data protection laws to provide information to a data subject regarding the collection, processing or use of that person's data, TOOLTIME shall support the USER in providing this information, if possible, with appropriate technical and organizational measures. This requires that the USER has requested TOOLTIME to do so in writing or in text form and that the USER reimburses TOOLTIME for the reasonable costs and expenses incurred by this support. TOOLTIME will not answer any requests for information and will refer the person concerned to the USER in this respect.

5.2 If a data subject contacts TOOLTIME with requests to correct, delete or block data, TOOLTIME will refer the data subject to the USER.

6. Audit obligations

6.1 The USER is entitled to check TOOLTIME's technical and organizational measures prior to the commencement of data processing and regularly thereafter, no more than once every twelve months. For this purpose the USER may either

  1. obtain the necessary information from TOOLTIME, or
  2. obtain from TOOLTIME an attestation or certificate providing information on the result of an appropriate examination of TOOLTIME's technical and organizational measures carried out by TOOLTIME or an independent expert appointed by TOOLTIME.

6.2 TOOLTIME undertakes to provide the USER with all the necessary information to prove compliance with the obligations set forth in Art. 28 GDPR and this DPA and to enable and contribute to audits conducted by the USER or another auditor appointed by the USER.

6.3 TOOLTIME will inform the USER immediately if it believes that any instruction given by the USER violates applicable data protection law.

7. Subcontractor

7.1 The USER authorizes the transfer of personal data by TOOLTIME to subcontractors for the provision of services to the USER. TOOLTIME keeps a list of subcontractors currently commissioned by TOOLTIME, which will be made available to the USER by TOOLTIME upon the USER's request prior to the conclusion of the contract and during the term of the contract. TOOLTIME shall notify the USER in text form of any intended change regarding the involvement or replacement of subcontractors. The USER has the right to object to such a change. The USER must declare any objection immediately in text form, at the latest before the expiry of fourteen (14) days after receipt of the notice of the change. If the USER does not object or does not object in time, the amendment shall be deemed approved. If the USER objects, the USER and TOOLTIME will negotiate in good faith to take appropriate measures to address the USER's justified concerns about the intended change.

7.2 TOOLTIME will carefully select subcontractors according to their suitability. If TOOLTIME subcontracts services, it is TOOLTIME's responsibility to transfer its obligations under this DPA to the subcontractors. Sentences 1 and 2 apply in particular to the requirements for confidentiality, data protection and data security agreed between the PARTIES. By written request, the USER is entitled to receive comprehensive information from TOOLTIME about the obligations of the subcontractors relevant to data security and data protection, if necessary also by inspecting the relevant contractual documents.

7.3 A subcontractor relationship requiring approval does not exist if the USER commissions third parties to provide ancillary services; these ancillary services include, in particular, the provision of external contractors, postal, shipping and receiving services and maintenance. TOOLTIME will conclude agreements with these third parties to the extent necessary to ensure adequate data protection.

8. Information obligations, written form clause, choice of law

8.1 If the USER's data at TOOLTIME is subject to search and seizure, an attachment order, confiscation in the context of insolvency or bankruptcy proceedings or comparable events or measures of third parties, TOOLTIME shall inform the USER immediately. TOOLTIME will immediately inform all relevant parties in this context that the sovereignty, responsibility and ownership of the data lies exclusively with the USER as the responsible party.

8.2 Amendments to this DPA and/or their constituent parts - including any representations and warranties made by TOOLTIME - shall only be legally valid and binding if made in writing and then only if such amendment expressly states that it is an amendment to the provisions of this DPA. This also applies to the waiver or amendment of this written form requirement.

8.3 In the event of any contradictions, the provisions of this DPA shall take precedence over the provisions of the AGREEMENT. Should individual provisions of this DPA be invalid or unenforceable, this shall not affect the validity of the remainder of the DPA.

8.4 This DPA shall be governed by German law.