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General Terms and Conditions (GTC)

Last updated: 17 April 2026 — for the use of the SaaS application "Consiliari EMS"

§ 1 Scope of Application, B2B Reservation

(1) These General Terms and Conditions (hereinafter "GTC") govern the use of the Software-as-a-Service application "Consiliari EMS" (hereinafter the "Service") between

Consiliari Software GmbH, Brauerstraße 12, 76135 Karlsruhe, Mannheim Local Court, HRB 753583, represented by its Managing Director Raphael J. N. Hettich

(hereinafter the "Provider") and the contractual partner (hereinafter the "Customer").

(2) The offer is directed exclusively at entrepreneurs within the meaning of § 14 BGB (German Civil Code), legal entities under public law and special funds under public law. By concluding the contract, the Customer confirms that it is acting in the exercise of its commercial or self-employed professional activity. The Provider does not make any services available to consumers (§ 13 BGB).

(3) Deviating, conflicting or supplementary general terms and conditions of the Customer shall not become part of the contract unless their validity is expressly agreed to in writing. Conflicting GTC of the Customer shall not be deemed accepted even if the Provider renders the services without reservation in the knowledge of such terms.

§ 2 Description of Services

(1) The Provider makes a cloud-based software application available to the Customer via the internet, with which the Customer can in particular manage time tracking, project management, human resources (HR) and financial administration. The specific scope of functionality is set out in the service/feature description at https://temporalis-ems.de/funktionen in the version valid at the time of contract conclusion.

(2) The Service is provided exclusively via the internet as Software as a Service. There is no right to have a copy of the software provided for installation on the Customer's systems.

(3) The Provider is entitled to continuously further develop the Service. This may lead to changes in the scope of functions, provided that the core scope and core functionality are preserved. The Provider will give at least 30 days' notice of material restrictions. Further development is carried out by the affiliated Consiliari GmbH (Mannheim Local Court, HRB 727046).

§ 3 Conclusion of Contract, 14-Day Trial Access

(1) The Customer's registration for a free 14-day trial access (hereinafter "Trial") takes place online. The Provider confirms the registration by email.

(2) The Trial is available without providing any payment details and ends automatically after 14 calendar days without the need for separate termination. No automatic conversion into a paid subscription takes place.

(3) During the Trial period, the Customer may test the Service in full or in a clearly marked, reduced scope of functions (depending on the selected plan). Supplementary restrictions apply to Trial accounts (e.g. user number limit, email quota).

(4) The paid contract is concluded when the Customer selects a plan within the application, provides its payment details via our payment service provider Stripe (cf. § 7) and confirms the conclusion. The Provider confirms the conclusion of the contract by email. In the checkout process, the provisions on automatic renewal (§ 9 para. 2) are brought to the Customer's attention separately.

(5) If no paid subscription is concluded within the Trial period, the account will be deactivated; the data entered by the Customer will be automatically and permanently deleted 30 days after deactivation. The Customer will be informed by email before expiry of this period and will receive an export link.

§ 4 Provision and Cooperation Obligations

(1) The Provider makes the Service available to the Customer for use via the internet. Provision ends at the contractually agreed transfer point (the router output of the data centre). The Customer is responsible for the connection from the transfer point to the Customer (internet connection, end devices).

(2) The Customer ensures that its users use the Service only in accordance with the contract, keep access credentials secret and use strong passwords. Use of a single account by multiple persons is not permitted (exception: expressly contractually provided team accounts). The Customer is obliged to enable the multi-factor authentication offered in the application for privileged accounts (administrators).

(3) The Customer is solely responsible for the data entered into the Service and its legal compliance (in particular copyright, data protection and labour law). The Customer ensures that it is authorised to collect, process and transmit such data to the Provider, that it has fulfilled the information obligations required under the GDPR vis-à-vis data subjects and that, where applicable, participation rights under works constitution law (§ 87 para. 1 no. 6 BetrVG — German Works Constitution Act) have been observed.

(4) The Customer is obliged to regularly make its own data backups. The Service offers suitable export functions for this purpose. This obligation exists in addition to the Provider's backup services and serves exclusively the Customer's own security.

(5) The Customer shall report identified security incidents (e.g. compromised credentials, suspicious activities) without undue delay, and at the latest within 48 hours, to security@consiliari.de and cooperate reasonably in the investigation and remediation.

§ 4a Temporary Account Suspension

(1) The Provider is entitled to temporarily suspend the Customer's access to the Service if

  • (a) the Customer is in default of payment for more than 14 days despite a reminder,
  • (b) there is a reasonable suspicion of a serious breach of contract or of a threat to system integrity (e.g. abuse, massive load generation, compromise),
  • (c) official orders require this.

(2) The Customer shall be informed in text form without undue delay, at the latest at the time of suspension, and shall be given the opportunity to comment. The suspension shall be lifted as soon as the reason for suspension no longer applies.

(3) Fees continue to accrue during the suspension to the extent that the Customer is responsible for the suspension. If the Provider has caused the suspension without justified reason, the fee shall be refunded on a pro rata basis.

§ 5 Availability (SLA)

(1) The Provider owes an availability of the Service of 99.5% per calendar month. Availability is calculated as the ratio of actual availability time to the total time of the calendar month, less scheduled maintenance windows and periods of force majeure.

(2) Scheduled maintenance windows generally take place on working days between 10:00 p.m. and 6:00 a.m. (CET/CEST) and are announced at least 48 hours in advance by email or in-app notice. Maintenance windows do not count as unavailability.

(3) The following shall also not be deemed unavailability:

  • disruptions outside the Provider's sphere of responsibility (e.g. failure of the internet backbone, attacks, force majeure within the meaning of § 12a);
  • interruptions to ward off acute security threats;
  • restrictions due to the Customer's unlawful use or third-party integrations initiated by the Customer.

(4) The Customer shall report disruptions without undue delay to support@consiliari.de with a comprehensible description. The Provider processes reported disruptions on working days from 9:00 a.m. to 6:00 p.m. (CET/CEST) prioritised by severity.

(5) Service Credits for SLA breaches. If the actual availability in a calendar month falls below the quota promised in para. 1, the Provider shall grant the Customer, upon its written request within 30 days after the end of the month, a credit note on the next invoice according to the following scale:

Availability (calendar month)Credit
< 99.5% down to ≥ 99.0%10% of the monthly net fee
< 99.0% down to ≥ 98.0%25% of the monthly net fee
< 98.0%50% of the monthly net fee

(6) The granting of Service Credits pursuant to para. 5 is the Customer's sole remedy for pure SLA breaches. Claims under § 13 para. 1 (intent, gross negligence, guarantees, protection of life/body/health, product liability) remain unaffected. The right to reduce rent pursuant to § 536 BGB is hereby limited to the Service Credits; recourse to §§ 536a, 536b BGB remains unaffected insofar as this is mandatory.

§ 6 Prices and Payment Terms

(1) The prices valid at the time of contract conclusion according to the price overview at https://temporalis-ems.de/preise shall apply, plus statutory VAT. All prices are net prices.

(2) Billing models:

  • monthly, payable in advance per calendar month;
  • annually, payable in advance for 12 months, with a discount specified by the Provider (see price overview).

(3) Billing is handled via the payment service provider Stripe (§ 7). Permitted payment methods: credit/debit card, SEPA direct debit or, where applicable, further methods provided by Stripe.

(4) Payment is due immediately upon issue of the invoice. In the event of default in payment, the statutory provisions (§§ 286 et seq., 288 BGB) shall apply, in particular the default lump sum under § 288 para. 5 BGB (EUR 40) and default interest of nine percentage points above the base interest rate for payment claims.

(5) Automatic renewal takes place for the respective selected billing period (cf. § 9), unless terminated in due time. The Provider will inform the Customer at least 30 days in advance by email before annual renewals and will expressly point out the right to terminate.

(6) Price adjustments. The Provider may adjust prices once per year to the extent that its cost base (in particular personnel, hosting, licence, energy and statutory charges) has changed since the last price-setting, but at most in line with the change in the Consumer Price Index (CPI, base year 2020) published by the German Federal Statistical Office. Reductions in the relevant cost elements shall be passed on to the Customer accordingly. The Provider shall notify the Customer of adjustments at least 60 days before they take effect in text form. The Customer has a special right of termination as of the effective date of the new prices; if the Customer does not terminate, the new prices shall be deemed agreed. The Provider shall expressly point out this legal consequence and the calculation basis in the notification.

(7) Set-off by the Customer is only permitted with undisputed or legally established counterclaims. The Customer may only assert a right of retention on the basis of the same contractual relationship.

(8) Reverse charge for EU B2B customers. For customers with a valid VAT identification number from other EU member states, the service is provided under the reverse charge procedure pursuant to § 3a para. 2 UStG (German VAT Act). The Customer is obliged to state its VAT ID number in the account and to keep it up to date; the Provider verifies it prior to first invoicing pursuant to § 18e UStG. In the event of an incorrect or invalid VAT ID number, the Provider shall invoice with German VAT.

§ 7 Payment Processing via Stripe

(1) All payments are processed via Stripe Payments Europe, Ltd., 1 Grand Canal Street Lower, Grand Canal Dock, Dublin, Ireland.

(2) By providing its payment details at checkout, the Customer grants Stripe a mandate for the respective payment method. The payment data is transmitted directly to Stripe; the Provider stores no complete credit card or bank details.

(3) Invoices are sent to the Customer electronically in PDF format or made available in the customer account.

§ 8 Rights of Use, Licences and Continuation in Insolvency

(1) The industrial property rights in the software "Consiliari EMS", including source code, design, documentation and associated trademarks, are held by Consiliari GmbH (Mannheim Local Court, HRB 727046). Pursuant to an intra-group licence and distribution agreement, Consiliari Software GmbH is entitled to market, distribute the Service to customers and to grant sub-licences. The customer contract, liability and all rights vis-à-vis the Customer lie exclusively with Consiliari Software GmbH as the Provider.

(2) For the duration of the contract, the Provider grants the Customer a simple, non-exclusive, non-transferable and non-sub-licensable right to use the Service in accordance with its intended purpose.

(3) The following uses are not permitted:

  • editing, decompilation, reverse engineering (beyond § 69d, e UrhG — German Copyright Act);
  • reproduction or distribution of the software;
  • use beyond the agreed scope (e.g. exceeding the number of licensed users);
  • sharing of credentials or making the Service available to third parties;
  • automated data retrieval (scraping), unless carried out via the APIs provided;
  • use for the development of a competing service;
  • use for purposes that violate export control or sanctions law (§ 14a).

(4) No rights of the Provider arise in data entered by the Customer ("Customer Data"); the Customer remains the sole rights holder.

(5) The Customer grants the Provider the right to process the Customer Data to the extent necessary to render the service. In addition, the Provider is entitled to process technical usage and telemetry data (e.g. error logs without personal content, performance metrics, aggregated usage statistics without tenant reference) for the purposes of product improvement and quality assurance and to pass them on to Consiliari GmbH. Such data is processed on the basis of the commissioned processing agreement (Annex 1); use of personal Customer Data for training AI systems does not take place.

(6) Continuation in insolvency. The parties intend that the rights of use granted to the Customer shall continue to exist even in the event of an economic crisis of the Provider or of Consiliari GmbH. To this end, the following applies:

  • (a) In the event of the opening of insolvency proceedings over the assets of the Provider, Consiliari GmbH grants the Customer, by way of a contract for the benefit of third parties (§ 328 BGB), the right to continue the rights of use already acquired during the term of the contract for at least 90 days for the purpose of data backup and orderly transition to an alternative provider. Consiliari GmbH confirms this grant by separate consent to these GTC.
  • (b) In the event of the opening of insolvency proceedings over the assets of Consiliari GmbH, the intra-group right of use and distribution granted to the Provider shall remain in place as an insolvency-proof, non-remunerated usage position; the Provider is entitled to continue to grant sub-licences to customers from it. To the extent legally permissible, the intra-group right of use has been structured for this purpose as an unconditional full-right transfer or an irrevocable usage position.
  • (c) For enterprise customers, an additional source code escrow agreement may be concluded with a recognised escrow agent (e.g. NCC Group, Deposix). Details shall be agreed individually by contract.

§ 9 Contract Term and Termination

(1) The contract begins upon conclusion pursuant to § 3 para. 4. The minimum term corresponds to the selected billing period (monthly or annually).

(2) Ordinary termination:

  • For monthly billing: at any time at the end of the current billing month.
  • For annual billing: with a notice period of 30 days to the end of the term; otherwise the contract is automatically renewed for a further 12 months. Following an automatic renewal, the Customer may terminate the contract at any time with a notice period of 30 days to the end of the month. This simplified termination option will be expressly communicated in the renewal confirmation email.

(3) Termination may be declared by the Customer simply from within the application ("Terminate" function in the administrator area) or in text form by email to support@consiliari.de. The function in the application satisfies the text form requirement. Terminations are logged with date and time stamp.

(4) Extraordinary termination for cause remains unaffected for both parties. A cause exists in particular in the event of:

  • default in payment by the Customer despite a 14-day reminder with a threat of termination;
  • serious violation of these GTC or applicable law by the Customer;
  • failure to effect an urgently required sub-processor change despite § 8 para. 2 DPA (objection by the Customer);
  • sustained failure to provide the SLA availability despite a grace period by the Provider;
  • violation of export control / sanctions law (§ 14a);
  • opening of insolvency proceedings over the assets of a party (subject to § 8 para. 6).

(5) Any termination must be in text form (email is sufficient).

§ 10 Data Export and Deletion after End of Contract

(1) After the end of the contract, the Provider shall make it possible for the Customer for 30 days to export the Customer Data in a structured, common and machine-readable format (e.g. JSON/CSV, supplemented by file attachments). The export meets the data portability requirements under Art. 25 EU Data Act (Regulation 2023/2854). Upon request, a full export can also be provided by the Provider; a reasonable service fee may be charged depending on the effort (until 12 January 2027 pursuant to Art. 29 EU Data Act, thereafter free of charge).

(2) After expiry of the export period, all Customer Data shall be permanently deleted within a further 60 days. Statutory retention obligations remain unaffected. Details are set out in the commissioned processing agreement (DPA / Annex 1, in particular § 11 DPA).

(3) Details on the termination of the processing are set out in the commissioned processing agreement (DPA) (Annex 1 to these GTC).

§ 11 Data Protection and Commissioned Processing

(1) In the course of using the Service, the Provider processes personal data as a processor within the meaning of Art. 28 GDPR. The basis is the commissioned processing agreement (DPA), which, as Annex 1, is an integral part of these GTC and is automatically concluded together with the contract.

(2) Details of the processing of personal data on the website and in connection with contract initiation can be found in the privacy policy at https://temporalis-ems.de/datenschutz.

§ 12 Warranty

(1) The Provider warrants that the Service substantially exhibits the functions assured in the description of services. For defects of the Service, §§ 535 et seq. BGB (tenancy law) apply with the provisos of these GTC, in particular § 5 para. 5/6 (Service Credits).

(2) A defect does not exist in the case of:

  • only insignificant deviation;
  • improper use by the Customer;
  • third-party software or infrastructure outside the Service.

(3) Liability under § 536a para. 1 alt. 1 BGB for initial defects is excluded insofar as it is fault-independent; § 13 remains unaffected.

§ 12a Force Majeure

(1) Neither party shall be liable for non-performance or delay in its contractual obligations to the extent that this is due to events of force majeure. Force majeure includes in particular: natural disasters, pandemics and official measures in relation thereto, war, civil unrest, terrorist attacks, strikes and lockouts (not initiated by the affected party), large-scale failures of energy or telecommunications infrastructure, cyberattacks on backbone or cloud infrastructure not within the responsibility of the party, sovereign measures, and export or import restrictions.

(2) The affected party shall inform the other party without undue delay of the occurrence, expected duration and effects of the force majeure and shall take all reasonable measures to minimise the consequences.

(3) If the force majeure event lasts longer than 60 calendar days, either party has an extraordinary right of termination. Pro rata prepayments already made shall be refunded to the extent that they relate to the period of non-performance.

§ 13 Liability

(1) The Provider is liable without limitation

  • for intent and gross negligence of its legal representatives, executive employees and other vicarious agents — including vicarious agents of affiliated companies within the meaning of §§ 15 et seq. AktG (German Stock Corporation Act) (in particular Consiliari GmbH);
  • for damages arising from injury to life, body or health;
  • in the event of the assumption of a guarantee;
  • as well as under the Product Liability Act.

(2) In the case of simple negligence, the Provider is only liable in the event of a breach of a material contractual obligation (cardinal obligation). Material obligations are those whose fulfilment makes the proper performance of the contract possible in the first place and on the observance of which the Customer may regularly rely.

(3) In the cases of paragraph 2, liability is limited in amount to the damage foreseeable at the time of contract conclusion and typical for the contract, but at most to the net fee actually paid by the Customer to the Provider in the year in which the damage was caused or, in the case of monthly billing, to twelve times the last monthly net amount.

(4) GDPR special cap. For claims for damages arising from culpable breaches of data protection obligations by the Provider (including those of its vicarious agents), a minimum liability framework of EUR 50,000 per damage event shall additionally apply in the cases of paragraph 2; the higher amount of paragraph 3 or this paragraph shall apply as the cap. Claims under Art. 82 GDPR remain unaffected; liability vis-à-vis data subjects is governed by statutory provisions.

(5) Otherwise, the Provider's liability is excluded.

(6) The Provider is not liable for loss of data to the extent that the damage is due to the Customer having failed to regularly make data backups (§ 4 para. 4). In any case, the Provider is only liable for the effort that would have been incurred for restoration in the case of proper data backup.

(7) The provisions of this § 13 also apply in favour of the Provider's employees, representatives, vicarious agents and affiliated companies — in particular in favour of Consiliari GmbH as development partner.

§ 13a Indemnification for Infringement of Proprietary Rights (IP Indemnity)

(1) Indemnification by the Provider. The Provider shall indemnify the Customer against justified third-party claims based on the argument that the intended use of the Service in its contractual version infringes industrial property rights (patents, utility models, trademarks) or copyrights in Germany. The indemnification is subject to the condition that the Customer informs the Provider without undue delay in text form of the claim, leaves the sole conduct of legal defence and settlement to the Provider, and does not make any acknowledgement without prior agreement.

(2) Defensive measures. The Provider is entitled, at its own expense, to (a) modify the Service so that it no longer infringes proprietary rights, without materially impairing the contractually owed functionality, (b) obtain a right of use for the Customer, or (c) in the event that the foregoing measures are unreasonable, to terminate the contract extraordinarily with immediate effect. In the event of termination, the Customer shall receive a pro rata refund of prepayments made.

(3) Exclusion. The indemnification does not apply to the extent that the alleged infringement of proprietary rights is based on (a) content contributed by the Customer, (b) a modification of the Service by the Customer, or (c) use in breach of contract. The monetary liability caps under § 13 apply accordingly.

(4) Indemnification by the Customer. The Customer shall indemnify the Provider against third-party claims attributable to Customer Data contributed by the Customer, third-party software integrated by the Customer, or use in breach of contract.

§ 14 Confidentiality

(1) Definition. Confidential information means all information of the respective other party obtained in the course of contract initiation and performance that is marked as confidential or whose confidentiality is recognisable from the circumstances. This includes in particular technical concepts, trade secrets within the meaning of the GeschGehG (German Trade Secrets Act), price and contract information, personnel data and Customer Data.

(2) Obligations. The parties undertake to treat confidential information

  • exclusively for the purpose of contract performance;
  • to protect it appropriately against unauthorised access (§ 2 no. 1 GeschGehG);
  • to pass it on only to employees and vicarious agents to the extent that they require the information for contract performance and are subject to a comparable confidentiality obligation.

(3) Exceptions. The confidentiality obligation does not apply to information that

  • is already publicly known or generally accessible;
  • was demonstrably already known to the receiving party prior to disclosure;
  • was lawfully obtained from third parties without any confidentiality obligation;
  • was developed independently without recourse to confidential information;
  • must be disclosed due to a statutory duty, official or judicial order, whereby the obligated party shall — to the extent legally permissible — inform the other party before disclosure.

(4) Duration. The confidentiality obligation applies during the term of the contract and for a period of three (3) years after the end of the contract. For trade secrets within the meaning of the GeschGehG, statutory protection continues for as long as the requirements of § 2 no. 1 GeschGehG are fulfilled.

(5) Return / Destruction. After the end of the contract, each party shall return or destroy confidential information upon request of the other party; § 10 (data export/deletion) remains unaffected.

§ 14a Export Control and Sanctions

(1) The Customer represents that neither the Customer itself nor its beneficial owners are listed on the relevant sanctions lists of the EU (in particular Regulation (EU) 2014/833, Regulation (EU) 2014/269), the United Nations or the USA (OFAC SDN), and that it does not use the Service from an embargo country or for end uses prohibited under EU / German law (in particular military, nuclear or dual-use purposes without authorisation).

(2) The Customer is obliged to inform the Provider without undue delay if there are any changes to these conditions.

(3) A breach of this section constitutes cause for extraordinary termination (§ 9 para. 4) and entitles the Provider to immediate suspension pursuant to § 4a.

§ 15 Amendment of the GTC

(1) The Provider reserves the right to amend these GTC with effect for the future. Changes will be notified to the Customer at least 60 days before they take effect in text form (email). In doing so, the changes, the right of objection and its legal consequences will be indicated in a clearly highlighted form.

(2) Limited amendment fiction. If the Customer does not object to the changes in text form within 60 days of receipt of the notification, the amended GTC shall be deemed approved. Excluded from the fiction are changes that affect the main contractual obligations (scope of services, fees, contract term, liability); such changes require the express consent of the Customer. The amendment fiction applies in particular to adjustments that are necessary due to mandatory statutory requirements, supreme court jurisprudence, adaptation to changes in relevant third-party services or to clarify/specify regulatory gaps without disadvantage to the Customer.

(3) If the Customer objects in due time, or if the change concerns the main contractual obligations and the Customer does not consent, the Provider has the right to terminate the contract extraordinarily as of the planned effective date; fees already paid will be refunded on a pro rata basis.

§ 16 Final Provisions

(1) The law of the Federal Republic of Germany applies, to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

(2) The exclusive place of jurisdiction for all disputes arising from or in connection with this contract is Karlsruhe, provided that the Customer is a merchant, a legal entity under public law or a special fund under public law.

(3) The place of performance is the Provider's registered office (Karlsruhe).

(4) Transfer to affiliated companies. The Provider may transfer rights and obligations under this contract to an affiliated company within the meaning of §§ 15 et seq. AktG, while safeguarding the Customer's interests (in particular data protection and service level), in particular to Consiliari GmbH. The Customer will be informed in text form at least 60 days before the transfer takes effect and has the right to terminate the contract extraordinarily as of the transfer date without observing a notice period; prepayments made will be refunded on a pro rata basis. A transfer by the Customer requires the prior written consent of the Provider.

(5) Amendments and supplements must be in text form; this also applies to amendments of this text form clause.

(6) Severability. Should individual provisions of this contract be or become invalid or unenforceable, the validity of the remaining provisions shall not be affected thereby. The statutory provision shall replace the invalid provision (§ 306 para. 2 BGB).

Annexes

  • Annex 1: Commissioned Processing Agreement (DPA) pursuant to Art. 28 GDPR
  • Annex 2: Service/Feature Description (in the respective valid online version)
  • Annex 3: Price Overview (in the respective valid online version)