1.1. Dado Software GmbH, Warschauer Str 62, 10243 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.
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.
2.1. An agreement (the “Agreement”) between Dado and the User for the use of the Services is established when the User subscribes to the Services by registering on the Website, signing an order form for the use of the Services (the “Order Form”), or entering into any other agreement at least in text form (e.g. email) concerning the use of the Service. The Agreement is governed by these TOS.
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:
(i) the User fails to comply with any applicable legal provisions; and/or
(ii) 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.
2.5. 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.
2.6. 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.
3.1. 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 aims to schedule outside of normal business hours), or (b) any unavailability caused by circumstances beyond Dado’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 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.
4.1. 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.
5.1. 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.
5.5. The User shall maintain appropriate organizational and technical measures for protection of the security (including protection against unauthorized or unlawful processing of data, and against unlawful or accidental destruction, alteration or damage or loss, unauthorized disclosure of, or access to, sensitive information), confidentiality, and integrity of the User’s data.
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 Fee charged by Dado includes 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. 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.
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. Subject to section 8.2, the warranty is excluded for
(i) insignificant reductions in the suitability of the Service;
(ii) defects that already existed at the time the contract was concluded; and
(iii) the User’s right to remedy defects themselves.
8.1. Dado is liable for data loss only up to the amount of damage that would also have been incurred if the User had performed proper and regular data backups appropriate to the importance of the data.
8.2. Dado shall be fully liable for all claims resulting from deliberate intent, gross negligence and culpable injury to life, body, or health and in case of warranty for the condition of a product, fraudulent concealment of defects by Dado, its legal representatives or assistants in performance, or under the German Product Liability Act.
8.3. Subject to section 8.2, in cases of slight negligence, Dado shall only be liable if Dado has breached a fundamental contractual obligation, i.e. obligations whose fulfillment is essential for the proper execution of the contract or whose breach jeopardizes the achievement of the purpose of the contract and on whose compliance the other party may regularly rely. In the aforementioned cases, Dado is only liable for foreseeable damages at the time the respective service was performed and typical for the contract. In all other cases, Dado’s liability, including Dado’s liability for consequential damage and lost profit, is excluded.
8.4. Subject to the above, Dado will not be liable for any failure to perform its duties on time due to events beyond Dado’s reasonable control, including but not limited to acts of God, acts of terrorism, civil unrest, war, fires, power cuts, or epidemics. Furthermore, Dado will not be liable for any downtime or loss of functionality associated with any integration or third-party software when the cause of such downtime or loss of functionality lies with the provider of the integration or third-party software.
8.5. If Dado’s liability is excluded or restricted, this also applies to the personal liability of its employees, representatives, and agents.
Insofar as DADO is processing personal data on behalf of the User as the controller of such personal data, the Parties agree to enter into the attached Data Processing Agreement (DPA).
If the User subscribes to the Service, Dado is authorized to feature the User as a customer of Dado’s Services and grants Dado the right to refer to the User’s company name and logo in marketing materials, or on public platforms such as Dado’s Website or social media, along with a general description of the Services provided. Specific details or confidential information will not be disclosed.
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: 23 September 2024