Terms of Service

Terms of Service
General Terms and Conditions for Customers and License Partners

1. General

The following General Terms and Conditions of United DK Software DMCC (“GTC”), apply to all services of United DK Software DMCC in relation to the United-Software application (hereinafter also referred to as “United-Software”), from all, including future legal transactions with and business relations to United-Software, regardless of the manner of their conclusion (in person, in distance selling, etc.). Deviating terms and conditions of the customer shall only apply if they are countersigned by United-Software in writing; otherwise they shall not bind United-Software without express written acknowledgement, even if they are referred to in the customer’s order letter. An implied acceptance of the customer’s GTC is expressly excluded.

All agreements deviating from these GTC require written confirmation in order to be valid. United-Software employees are not authorized to make verbal agreements to the contrary. The customer is therefore not entitled to invoke any prima facie powers of attorney.

2. Description of services and scope of services

United-Software offers electronic working time recording, automated payroll accounting and digital evaluations via a cloud application. The use of the other modules and functions, as well as all content that can be accessed via the website www.United-Software.com (collectively referred to as the “United-Software Application”), is based on these GTC and the terms of use issued by United-Software and applicable to the individual user (“User Policy”) by registering and opening a user account via the United-Software Application.

Depending on the desired scope of services, the Customer may choose between different modules of the United-Software application. The scope of services includes technical updates as well as updates due to changes in the legal provisions relevant for the selected modules of the United-Software-Application. The customer has no claim to the provision of modules and functionalities of the United software application other than those existing and selected at the time of conclusion of the contract. In some modules, SMS dispatch is provided as a functionality and included in the price (unless otherwise agreed in the customer contract). The use of SMS dispatch is based on the fair-use principle and United-Software reserves the right to charge the customer separately for any above-average use at standard market conditions per SMS dispatch.

United-Software is entitled to remove individual functionalities of the United-Software application from the scope of services at any time. Subject to a reasonable notice period of three months, United-Software is also entitled to terminate the provision of individual modules.

Unless expressly agreed otherwise in the contract, the following services are not covered by the agreed fee, but shall be borne by the customer:

any costs for travel, accommodation and travel time for the persons commissioned with the performance of the service by United-Software or its vicarious agents;
services caused by changes in the operating system, hardware and/or changes in software programs and interfaces not covered by the contract;
individual program adaptations and/or new programming;
Elimination of errors caused by the customer or third parties;
Data conversions and recovery of data files, documentation;
Program modifications due to changes in legal regulations, if they require a change in the program logic, provided that the change in legal regulations does not relate to the time recording or payroll accounting itself and is covered by an update from United-Software.
Prices

United-Software offers are always subject to change. Unless otherwise agreed, all business transactions shall be governed by the United-Software sales prices and billing rates (“Prices”) valid on the date of the conclusion of the contract, which are to be taken from the offer or conditions sheet – including the customer contract to be concluded separately – or which are shown in the offer or order form in the event of an order by means of an offer or order form. The prices shown are net prices plus statutory value added tax. Any price proposals in the Customer’s offers that deviate from United-Software’s prices shall require the express written confirmation of United-Software in order to be effective. Cost estimates and offers must be in writing in order to be valid.

United-Software reserves the right to charge the customer for additional expenses incurred during the performance of the order, which are caused by additional requirements or changed working conditions and which were not known or foreseeable at the time the offer was made, at the currently valid charging rates.

The usual addition “as is” when placing an order refers in any case only to the execution of the service, but not to the price.

Prices are always quoted net and are based on the costs at the time of the initial price quotation. Should the costs of United-Software (e.g. labor costs, taxes to be paid, technical infrastructure, server hosting, etc.) increase in connection with the provision of services, United-Software shall be entitled to adjust the prices accordingly and to charge the Customer from the beginning of the month following the increase. The increases shall be deemed accepted by the Customer from the outset if they do not exceed 10% per year.

All fees and taxes (in particular VAT) are calculated on the basis of the current legislation. If the tax authorities subsequently impose taxes or duties on top of this, these shall be borne by the customer.

3. Delivery and service provision

Delivery periods and dates are given to the best of our judgement, but are always non-binding – unless a forward transaction has been agreed in writing. The start of the delivery period shall be deemed to be the day on which the order has been specified in all details and all system requirements or other obligations on the part of the customer have been fulfilled. Partial deliveries and advance deliveries are permitted to United-Software. Delays do not entitle the customer to compensation in any case – not even in the case of a forward transaction. Withdrawal from the contract is only permissible in cases of significant delay and only after a reasonable period of grace has been set in writing. In the case of forward transactions, withdrawal from the contract is also permissible without setting a grace period.

United-Software shall specify in the offer to the customer which prerequisites must be met before the services can be commenced and performed. Only after these conditions have been met in full shall any time limit within the scope of a forward transaction begin to run, within which United-Software must complete the service. If United-Software begins to provide services before these conditions are met, this shall not change the term of the deadline, unless this has been expressly agreed in writing.

If the work of United-Software has to be interrupted due to causes which are not exclusively in the sphere of United-Software, the term of the period shall be interrupted for this period. If the customer withdraws from the contract due to a delay in delivery on the part of United-Software, the customer is obliged to pay United-Software in full for the services provided to date. In all other respects, point 4 of these GTC shall apply mutatis mutandis.

United-Software is obligated to perform direction work only after prior written order and against separate invoicing.

United-Software shall be released from all obligations arising from the contract if the United-Software application is not used in accordance with its intended purpose. In the event of unauthorized use of services, United-Software is entitled to charge the customer for the costs incurred at the applicable billing rates.

United-Software is not obligated to check data of the customer or third parties, which have been transmitted for the creation of an automated payroll, for their content or logical content. If United-Software, the customer or third parties suffer damage or additional expense due to the fact that data provided to United-Software by the customer contains illegal content or is not in a condition that makes it suitable for the provision of the commissioned service, the customer shall be liable.

United-Software is entitled to remove individual modules or functionalities of the United-Software application from the scope of services, subject to a reasonable notice period of three months.

4. Support service of the customer

The customer is obliged to provide United-Software with the best possible support in the execution of the order. In particular, employees of United-Software must be granted unrestricted access to the premises where the work is to be performed, and must be provided with a decision-making and competent contact person during the agreed working hours who is able to provide all necessary information comprehensively and promptly for the agreed order.

5. Support

United-Software shall provide additional support to the Customer exclusively in accordance with the Service Level Agreement (“SLA”), if any, additionally attached to the Customer Contract.

Unless otherwise agreed, support services by United-Software shall be provided on the premises of United-Software or via remote maintenance within the normal working hours of United-Software. If, at the request of the customer or due to special circumstances that make this necessary, services are provided outside normal working hours or at the customer’s location, the additional costs will be invoiced separately. United-Software shall be responsible for selecting the employees who perform the contractual services.

The customer is responsible for first level support for the users assigned to him. First level support includes support in connection with user questions and use of the United-Software application. The customer shall be enabled to provide first level support to its users by means of suitable training and information tutorials.

6. Warranty

The Customer acknowledges that it is not possible to develop software in such a way that it is error-free for all application conditions. United-Software therefore only warrants that the performance features agreed in the separate customer contract and its appendices are fulfilled.

The Customer and United-Software mutually agree on a warranty period of 12 months from the date of performance. The warranty period shall commence with the handover of the service, or if the service is not taken over in time, with the provision of the service or with the attempted handover. This shall also apply to hidden defects insofar as these do not relate to an express contractually warranted characteristic, the presence or absence of which can only be determined after a longer period of time due to the nature of the characteristic.

The customer is obliged to inspect the performance. The service shall be deemed to have been approved if no notice of defect is given within 14 days. The notice of defect must be sent to United-Software in writing and must describe the defect. It is the customer’s responsibility to prove the existence of a defect. A warranty case exists if the software of the modules covered by the contractual scope of services exhibits behavior that deviates from the corresponding service description/documentation in the latest valid version and this behavior can be reproduced by the customer. If a defect occurs later than 6 months after delivery, it shall be assumed that the delivery is free of defects. There is no warranty claim for defects not reported in time.

United-Software undertakes to remedy warranty defects which are reported by the customer in due time in written form, provided that United-Software is demonstrably responsible for them. In the case of a rectifiable defect, the customer may initially only demand the improvement of this defect. If a defect is not remedied within a period of time that is reasonable under the circumstances, the customer has the right to a price reduction and, if the defect is not minor, also the right to withdraw from the defective part of the contract. If the defect can only be remedied with a disproportionately high effort, United-Software is entitled to replace the actual remedy of the defect with a price reduction.

The customer is obliged to provide United-Software with the computer system used by it (in the case of systems in an online network with other computers also the corresponding connection) as well as the mobile devices, software programs, protocols, diagnostic documents and data used to a reasonable extent for testing purposes during normal working hours free of charge and to support United-Software.

If defects within the customer’s sphere of influence hinder the improvement of a defect and are not remedied by the customer, United-Software shall be released from any warranty obligation.

The warranty shall not apply if a contractual product of United-Software is modified, improperly installed, maintained, repaired, used or exposed to unsuitable environmental conditions that do not comply with the operating requirements of United-Software by the customer or a person who is attributable to the sphere of the customer, or if updates provided by United-Software have not been installed, unless the customer proves that these circumstances are not the cause of the defect complained about. Furthermore, any warranty is excluded if the contractually specified framework conditions and operating requirements have not been established or have been changed by the customer. If the examination of a defect report shows that a warranty case does not exist, the costs of the examination will be charged by United-Software according to the valid charging rates.

7. Liability

United-Software shall be liable for all damages only in accordance with the following points:

In the case of claims arising from the Product Liability Act and intentional causation of damage, United-Software shall be liable without limitation in accordance with the statutory provisions.
In the case of gross negligence, the liability of United-Software is, as far as legally permissible, in any case limited to the order value, but not exceeding (even in the case of a higher order value) EUR 2,500 per contractual relationship.
In the case of slight negligence, the liability of United-Software is excluded.
To the extent permitted by law, United-Software shall not be liable for loss of profit, consequential and pecuniary damages, loss of earnings, frustrated expenses, intangible damages, consequential damages, atypical or indirect damages, damages from third-party claims, loss of data and damages whose occurrence is due to force majeure (e.g. strike, war, earthquake, environmental disasters). There is also no liability for damages in the event of non-compliance with assembly, installation and operating conditions by the customer.

Insofar as the liability of United-Software is excluded or limited on the merits or in terms of amount, this shall also apply in favor of the personal liability of its legal representatives, executive employees and vicarious agents.

Subject to mandatory legal provisions to the contrary, liability claims shall become statute-barred within six months of knowledge of the damage.

8. Exclusion of warranty and liability

The payroll calculation, which can be edited and individually adjusted by the customer, cannot be guaranteed by United-Software, despite careful legal examination and ongoing mapping of the legal situation, in the payroll software of the United-Software application, nor can a guarantee be given for the correctness and completeness of the payroll calculation made available to the customer via the United-Software application. The calculated results must be finally verified by the customer through final approval.

The responsibility for the correct and timely payroll accounting as well as for the compliance with all related legal regulations, in particular those of the individual and collective labor law as well as the federal tax code, remains with the customer. The customer alone is responsible in particular for the correct collective bargaining wage classification of the respective employees, correct allocation of tax-free or taxable allowances, observation of deadlines and compliance with tax and labor law standards (such as the Working Hours Act).

United-Software is not liable for damages to the customer or third parties due to the release of an incorrect or out-of-time payroll.

United-Software is furthermore not liable for

Damages due to failures of the infrastructure (e.g. server, etc.) or internet connection;
Damages due to incompatibilities with the customer’s hardware or software;
Damages resulting from the loss of content, information or data;
Damages resulting from the misuse of disclosed or misappropriated data by third parties or from the disclosure of confidential information;
Damages resulting from input errors or errors in data processing;
Damages due to possible violations of information and provision obligations on the part of the customer;

9. Money-Back-Guarantee

If a money-back guarantee is offered to the customer, the customer or the license partner can claim his money back within the scope of the money-back guarantee if he can prove that he has used the product or the application by proving a minimum usage. This is done, for example, by the minimum number of 10 logins on different days, so that it is ensured that the customer or the license partner has actually used the product or the application to be able to form a judgment. If the customer or the license partner is not satisfied after the proven use, he can get the purchase price refunded within the days stated in the offer after the purchase, by the customer or the license partner reporting his refund to the e-mail address according to the imprint.

10. License partner agreement

Preface to the License Partner Agreement: Should one or more provisions of these General Terms and Conditions be or become wholly or partially unenforceable for License Partners, this shall not affect the legal validity or enforceability of the remaining provisions. The legally invalid or unenforceable provision shall be replaced by a legally valid or enforceable provision which, taking into account the intentions of the contracting parties, comes closest in its technical and economic content to the legally invalid or unenforceable provision. The same shall apply to the supplementary interpretation of the contract in the event of loopholes occurring. If the invalidity of a provision is based on a measure of performance or time stipulated therein, such provision shall be subject to reduction in order to preserve its validity.

The licensee is entitled to distribute the application and to receive a commission in return. The commission is divided into two parts: 1. partner commission and 2. end customer commission. The partner commission is a one-time 50% of the license partner sales price. The End User Commission is divided into five levels and entitles to commissions as follows. 1st level (direct acquired end customers) commission of 25%. 2-5 level (end customers acquired indirectly through partners of the license partner) commission in the amount of 5%.

The commission will be invoiced on the first of the month and transferred on the 15th of the following month by bank transfer to the bank account specified by the license partner. All transfer charges shall be borne by the licensee.

11. Duty to warn

All prices of United-Software are calculated in such a way that United-Software faces an expert customer.

This means that United-Software has no duty to warn the customer, unless the order of the customer is obviously unsuitable or incorrect. If the customer wishes United-Software to question the order or does not consider himself to be an expert, he is obliged to inform United-Software in writing before placing the order.

12. Invoicing

Unless otherwise agreed with the customer in writing, invoicing will take place on the first of the month. Billing shall be in advance for the selected billing period. United-Software is entitled to issue partial invoices.

The customer agrees that invoices will generally be sent electronically by e-mail to the e-mail address provided by the customer. Electronic invoices will also be made available to the customer in PDF format in the user account. The customer is free to explicitly request a paper invoice, for which the customer will be charged by United-Software according to the applicable rates.

13. Due date and payment

Invoices issued to the customer are due for payment within 7 days (from date of invoice). Credit card or Paypal are available as payment methods, as well as the SEPA direct debit procedure for customers based in Germany or Austria.

If the direct debit procedure is chosen, the customer authorizes United-Software to debit the respective invoice amount with the day following the due date from the bank account deposited by the customer within the framework of the SEPA corporate direct debit procedure (SEPA B2B). The advance notification (PRE-Notification) on the part of United-Software shall be made at the latest one day before the debit. The customer undertakes to maintain the collection authorization granted to United-Software until payment of all invoice amounts and not to revoke it, as well as to ensure sufficient coverage of the bank account, PayPal account or credit card used by the customer for the debiting of the respective invoice amount.

Payment by invoice is also available at the discretion of United-Software. The customer has no right to this method of payment.

United-Software reserves the right to check the creditworthiness of the customer by commissioning a payment service provider and, if necessary, to restrict the payment methods available to the customer for the purpose of risk management.

The customer shall bear all costs and expenses associated with payment by SEPA corporate direct debit, credit card or Paypal, such as any bank charges, manipulation fees or chargeback fees.

Payments will be credited to the oldest debt of the customer regardless of their dedication.

In the event of late payment, the customer will be charged interest on arrears in the amount of 5%. After unsuccessful first reminder, United-Software is entitled to stop current services and withdraw from the contract. All associated costs and loss of profit shall be borne by the customer. In the event of late payment of separately agreed partial payments, a loss of payment date shall occur and the total amount shall become due with immediate effect.

If during the term of the contract justified doubts arise as to the customer’s ability to pay, United-Software is entitled to withdraw from all pending parts of the service or to demand advance payments for the service to be provided and to make all invoice amounts still outstanding at that time due for immediate payment.

14. Offsetting and retention

The assertion of rights of retention or set-off (especially with any warranty claims and / or claims for damages) against claims of United-Software is excluded.

15. Prohibition of assignment and subcontracting

The customer may not assign or transfer his contractual rights to third parties without the express consent of United-Software.

United-Software is authorized at its own risk to commission third parties with the provision of services from this contractual relationship. A direct contractual relationship between United-Software and the third party commissioned by United-Software does not arise from this, unless the customer has instructed United-Software to commission the third party in his (the customer’s) name. In the latter case, United-Software shall only be liable for selection negligence, unless the customer would have instructed United-Software to select a specific third party.

16. Duration of the contract

In the case of electronic conclusion of contract, the contractual relationship shall commence upon registration on the United-Software website or the deposit of all payment information requested by United-Software or, in the case of acceptance of an offer, upon activation of United-Software access. In the event of physical conclusion of the contract, upon mutual signature of the customer contract or, in the event of an order (physical or electronic) by means of an offer or an order form, upon the date of submission of the order form or activation of United-Software access. The contractual relationship is concluded for an indefinite period and may be terminated at any time during the test or setup phase. After expiry of any test or setup phase, the contract may be terminated in writing by either party at the earliest after 24 months, subject to three months’ notice to the end of each calendar month. After expiry of the minimum term of 24 months, the contract shall be extended by extension periods of one year each, unless the customer terminates the contract by giving three months’ notice before the start of an extension period.

The right to extraordinary termination for good cause or to withdraw from the contract shall remain unaffected. Good cause shall be deemed to exist in particular if

the execution of the delivery or the start or continuation of the service is impossible for reasons for which the customer is responsible or is further delayed despite the setting of a reasonable period of grace;
the customer breaches contractual obligation(s) or violates the contractual provisions including the provisions of the General Terms and Conditions and the User Guideline and this breach or violation leads to a sustained disturbance of the relationship of trust between the contracting parties, whereby this may be caused by a serious breach of contract as well as by repeated minor breaches which are not remedied by the customer despite a warning;
concerns have arisen regarding the customer’s ability to pay and the customer fails to make an advance payment or provide suitable security when requested to do so by United-Software;

The customer ceases payment of the contractually agreed fee;
United-Software reserves the right to extraordinary termination or withdrawal in the event of a change in ownership of United DK Software DMCC;
insolvency proceedings are instituted against the assets of the customer, an application for the institution of insolvency proceedings is rejected for lack of sufficient assets, or the conditions for the institution of such proceedings or the rejection of such an application exist – to the extent permitted by law;
the customer violates the contractual provisions , the provisions of these General Terms and Conditions or the User Guidelines;
the customer revokes the consent to data processing by United-Software-Application in accordance with the Privacy Policy of United DK Software DMCC;
misuses the authority granted to him/her to use the United-Software application to commit illegal acts or to harm third parties; the same applies if the Customer fails to stop the abusive behavior of a user attributable to him/her.
United-Software reserves the right to extraordinary termination or rescission for the above reasons, even with regard to an outstanding part of the service.

Notwithstanding further claims for damages by United-Software, in the event of justified withdrawal or justified extraordinary termination on the part of United-Software, services or partial services already provided shall be invoiced and paid in accordance with the contract. This also applies to preparatory actions performed by United-Software.

If the customer withdraws from the contract for reasons for which United-Software is not responsible, compensation shall be deemed agreed in the amount of the expenses verifiably incurred by United-Software, but at least in the amount of 20% of the net order value.

Any type of termination shall be made by the customer via his user account or by United-Software by means of an e-mail to the e-mail address provided by the customer in the user account, whereby the date of the electronic notice of termination or the e-mail shall be deemed to be the decisive date for the calculation of dates and deadlines.

Any remaining customer credits shall be forfeited in the event of any type of termination.

17. Copyrights and ancillary copyrights

United-Software or its licensors are entitled to all rights derived from copyrights, patent rights and other ancillary copyrights in the agreed services or otherwise from the creation of the services made available to the customer. The Customer shall only be granted the limited, non-exclusive and neither transferable nor sub-licensable right, limited in time to the term of the contract, to use these after payment of the agreed remuneration for purposes of time recording and payroll accounting, only for the hardware specified in the contract and to the extent of the number of licenses acquired.

All other rights are reserved by United-Software or its licensors; without the prior written consent of United-Software, the customer is therefore in particular not entitled to reproduce, modify, make available to third parties or use the software, databases, graphic designs or other items to which rights of United-Software or third parties exist on hardware other than that which is the subject matter of the contract, unless otherwise agreed or this is mandatory due to the nature of the contractual relationship.

Within the framework of the contractual relationship, the customer shall only acquire a work usage authorization to the extent necessary for the fulfillment of the specific contractual relationship. By the customer’s cooperation in the production or user-specific adaptation of the software, the customer does not acquire any rights beyond the use stipulated in the contract.

Should it be necessary to disclose the interfaces in order to establish the interoperability of the application in question, United-Software shall only do so after receiving a separate order, without, however, being obliged to accept such an order. In any case, decompilation by the customer is not permitted.

Any infringement of these provisions or of the rights of United-Software shall in any case result in claims for injunctive relief and damages, and in such a case full satisfaction shall be paid.

An infringement of copyrights, patent rights or ancillary copyrights by the customer or a user attributable to the customer shall result in liquidated damages in the amount of EUR 1,000,000. The right of United-Software to claim further damages remains unaffected.

18. Data protection

The Customer acknowledges that due to the particular complexity in the area of transport and processing of data, no one hundred percent security can be guaranteed. Rules on service disruptions and compensation for damages must therefore be understood and applied against the background of the special technical conditions found in these areas.

By using the United-Software application, the customer expressly agrees that United-Software may use third parties in the provision of its services and in the processing of data, in compliance with the statutory data protection provisions, and gives its express consent for United-Software to pass on the data to third parties in accordance with the declaration of consent.

United-Software is further entitled to expressly name the customer as a reference customer and to list him/her as such on its website.

In addition, United-Software refers to its privacy policy attached to the customer contract and accepted by the customer upon registration on the United-Software application or signing of the customer contract.

19. Secrecy

Company and business secrets which become known to the Customer in the course of the business relationship with United-Software are subject to confidentiality. The customer acknowledges that he is subject to this confidentiality obligation beyond any termination of the contract.

The Customer undertakes to transfer this confidentiality obligation to employees, vicarious agents and contractors of which it makes use or who become aware of the contents of this contract due to their position or function. This applies in particular to external consultants as well as third companies or their employees.

The obligation to maintain secrecy shall not apply if the information disclosed is public knowledge or if disclosure to administrative authorities, courts or arbitration tribunals is required by law.

Beyond that, disclosure requires the prior written consent of United-Software.

20. Non-solicitation

The customer undertakes to refrain from any enticement and employment, including via third parties, of employees of United-Software or companies affiliated with United-Software for the duration of the contractual relationship and for 12 months after its termination. Any violation of this provision shall result in liquidated damages in the amount of the gross annual salary of such employee. The right to claim further damages remains unaffected.

21. Formal requirement

All requests, notices, declarations and communications in connection with or based on these contractual relationships must be in writing in order to be effective, which shall also be deemed to be fulfilled by e-mail, but only to the e-mail address specified in the imprint of the United-Software website, unless a stricter form is required by law, by the contract concluded between United-Software and the Customer or by these General Terms and Conditions. The Customer acknowledges that United-Software does not participate in electronic commerce with e-mail addresses other than the one specified in the imprint, and that legally relevant declarations sent to such other e-mail addresses shall therefore not be deemed to have been validly received.

22. Severability clause

Should one or more provisions of these General Terms and Conditions be or become legally invalid or unenforceable in whole or in part, this shall not affect the legal validity or enforceability of the remaining provisions. The legally invalid or unenforceable provision shall be replaced by a legally valid or enforceable provision which, taking into account the intentions of the contracting parties, comes closest in its technical and economic content to the legally invalid or unenforceable provision. The same shall apply to the supplementary interpretation of the contract in the event of loopholes occurring. If the invalidity of a provision is based on a measure of performance or time stipulated therein, such provision shall be subject to reduction in order to preserve its validity.

23. Agreement on the place of jurisdiction

With regard to any disputes with the Customer, the exclusive place of jurisdiction shall be the competent court of the first district of Vienna. However, United-Software is also authorized to sue the customer at his general place of jurisdiction.

24 Choice of law

All legal relationships of United-Software shall be governed by UAE law.

25. Right of amendment

United-Software reserves the right to amend its General Terms and Conditions, including the User Policy, in whole or in part at any time without stating reasons. The amended General Terms and Conditions shall be communicated to the Customer by e-mail no later than four weeks before they come into force. If the customer does not object to the validity of the amended General Terms and Conditions within four weeks after receipt of the e-mail, the amended General Terms and Conditions shall be deemed accepted. In the e-mail containing the amended terms and conditions, the user shall be informed separately of the possibility of objection and the significance of the four-week period.