General Terms and Conditions of MONDAY.ROCKS GmbH
Es gilt ausschließlich deutsches Recht. Die deutsche Fassung dieser Geschäftsbedingungen ist maßgeblich. Die englische Version dient lediglich der Information.
§1 SCOPE OF APPLICATION
1. these terms and conditions apply to all existing and upcoming services of MONDAY.ROCKS. This version replaces all previous versions agreed in the business relationship between MONDAY.ROCKS and the customer (i)/ organisation (i).
At the time of placing an order or utilising the services, a customer agrees to the General Terms and Conditions (GTC).
2 MONDAY.ROCKS offers a B2B software-as-a-service platform for team development in the areas of leadership, employee, team and organisational development as well as change management. The software measures, calculates, analyses, visualises, explains, utilises and enables the training of team performance and team architecture.
3. the services can be accessed on behalf of an organisation or company. If a customer (i) registers for the services of MONDAY.ROCKS on behalf of an organisation, the customer guarantees (i) the authority to represent the organisation (ii) and that a customer accepts the GTC of MONDAY.ROCKS on behalf of the organisation, provided that authorisation is given.
4. our terms and conditions apply exclusively. MONDAY.ROCKS does not recognise any conflicting, deviating or supplementary terms and conditions of a customer (i)/ organisation (ii), a contractual partner, unless MONDAY.ROCKS has expressly agreed to their validity in writing. The MONDAY.ROCKS General Terms and Conditions shall also apply if MONDAY.ROCKS provides its own services without reservation in the knowledge of conflicting or deviating terms and conditions of a customer (i)/ organisation (ii).
5. these General Terms and Conditions of MONDAY.ROCKS apply exclusively to entrepreneurs, legal entities under public law and special funds under public law within the meaning of § 310 para. 1 BGB.
6. a customer (i) is requested to create a digital profile with the legally relevant and correct information of himself or the organisation (ii) and associated teams or persons in the MONDAY.ROCKS platform for the execution of the contract with MONDAY.ROCKS and, if applicable, to send platform accesses to all team members of the relevant teams. Individuals (i) or the team members involved can create profiles for themselves and determine the level of detail for the database for analyses and developments on a voluntary basis.
§ 2 SUBJECT MATTER OF THE CONTRACT/SCOPE OF SERVICES
Subject to these Terms and Conditions and the term defined below, we grant Customer (i) and Organisations (ii) a limited, non-exclusive, non-transferable right to access and use our proprietary and hosted software products and any necessary customisation (together referred to as “Performance and Services”) via a web browser. The Performance and Services may only be used for internal business purposes, unless otherwise contractually agreed.
1. organisations can purchase fee-based services from MONDAY.ROCKS, for example for employees, managers, teams, candidates and organisations. Details of the licences are regulated in separate offers or licence agreements between the customer and MONDAY.ROCKS.
2. conditions can be found in the current price model, which is made available to the customer (i)/the organisation (ii) in digital form. Additional services that go beyond the licence for the Software-as-a-Service platform shall be invoiced separately. This is due on the first of the month for the following month. The prices of the services and performances are determined by the respective time of the conclusion of the contract. MONDAY.ROCKS is authorised to change the price lists at any time. § Section 3 shall apply accordingly.
3. In the MONDAY.ROCKS account it is possible to analyse, sociological team roles, values, working methods, communication, team performance and more. However, the status of a team can only be determined once all members of a team created with MONDAY.ROCKS have provided the information required for the analysis in the questionnaires provided for this purpose and have agreed to the analysis. It is up to the customer (i) to decide what information they provide and whether they consent to the analysis. MONDAY.ROCKS also provides recommendations for action on this content. In the candidate analysis, clients (i) and organisations (ii) can invite external/internal candidates for an analysis based on soft facts. Whether a candidate accepts the invitation and what information he/she provides is up to the candidate.
4. at the customer’s request, MONDAY.ROCKS supports its customers in the integration/implementation of the Software-as-a-Service solution through workshops, empowerment of managers and HR staff or through its own coaching network of external, certified consultants, trainers and coaches (Coaching Hub). This service is recorded and priced separately as part of the offer process.
5. MONDAY.ROCKS reserves the right to discontinue the performance and services at any time if payments are not received on time. The object of the order is exclusively the agreed performance or services, not the achievement of a certain economic success or the preparation of expert opinions or other works. The services of MONDAY.ROCKS shall be deemed to have been rendered when analyses and evaluations have been carried out and the resulting conclusions have been prepared for further use by the customer (i) or the organisation (ii). It is irrelevant whether or when the conclusions or recommendations for action are implemented.
6. Customer (i) and Organisations (ii) shall not copy, reproduce, alter, modify or create any works related to the Service; rent, lease, distribute, resell or use the Service for the purpose of competing with us (or contract with any third party to do so); remove or alter the logos, trademarks, patent or copyright notices, confidentiality or proprietary notices or other notices or labelling located on or in the Service. Customer (i) and Organisation (ii) agree to use the Service and Services in compliance with all applicable local, state, national and international laws, rules, and regulations.
7. You may not authorise, solicit or encourage any third party to (i) use the Service to upload, transmit or otherwise distribute any content that is unlawful, defamatory, harassing, abusive, fraudulent, obscene, contains viruses or is otherwise objectionable as determined by us; (ii) resell, duplicate, reproduce or otherwise exploit any portion of the Service without our express written consent; or (iii) use any tool, such as a robot, spider or any other device, to access the Service. (iii) use any device such as a robot, spider or other automated device or manual process to monitor or copy any content from the Service.
8. Test, trial and beta access: If Customer (i) or Organisations (ii) receives access to the Services or features of the Service on a free or trial basis or as an alpha, beta or early access offering (“Trials and Betas”), use is permitted only for Customer’s (i) or Organisation’s (ii) internal evaluation during the period specified by MONDAY.ROCKS (or, if not specified, 30 days). Trials and Betas are optional and either party may terminate Trials and Betas at any time for any reason. Trials and Betas may be non-functional, incomplete or contain features that MONDAY.ROCKS may not or will never release, and their features and performance information are the confidential information of MONDAY.ROCKS. Regardless of any other terms in this Agreement, MONDAY.ROCKS provides Trial Versions and Betas “as is”, without any warranty, compensation or support services, and MONDAY.ROCKS’ liability for Trial Versions and Betas shall not exceed €40.
9. the obligations from § 312i para. 1 sentence 1 no. 1 to no. 3 and sentence 2 BGB do not apply.
§ 3 CHANGES TO SERVICES
1) MONDAY.ROCKS is entitled to amend these General Terms and Conditions, including all services in the Software-as-a-Service platform and associated proprietary systems, services, prices, memberships, licences, call-offs and attachments at any time if unforeseeable changes in the law occur or loopholes in the terms and conditions become apparent. All renewals are subject to the Terms and Conditions in force at the time of renewal. The announcement of all renewals will be made by email or via the Software-as-a-Service platform to all Customer (i) and Organisation (i). A customer (i)/the organisation (ii) can access the current version of the GTC at www.monday.rocks/agb.
1.1 If a customer (i) or the organisation (ii) does not object to these changes within 14 days of notification of the changes, they shall become an effective part of the contract.
1.2 If a customer (i)/the organisation (ii) objects, MONDAY.ROCKS may terminate the existing agreement with immediate effect within 14 days. If MONDAY.ROCKS does not terminate the agreement, it shall continue to exist under the old terms and conditions. MONDAY.ROCKS reserves the right to choose the form of cancellation.
2. subsequent amendments and additions to the contract between the customer (i)/ organisation (ii) and MONDAY.ROCKS must be made in writing in order to be effective. This shall also apply to any waiver of this formal requirement. The precedence of the individual agreement in accordance with § 305b BGB remains unaffected.
3. MONDAY.ROCKS is obliged to fulfil subsequent requests for changes from a customer (i) insofar as this is possible without additional costs or postponements. Otherwise, MONDAY.ROCKS shall inform the customer within 14 days of the details of the additional work required. If a customer (i) does not confirm the change in writing within a further 14 days, the request for change shall be deemed cancelled.
§ 4 CONFIDENTIALITY, DATA PROTECTION
2. MONDAY.ROCKS is obliged to maintain confidentiality about all facts relating to a client (i) and an organisation (ii) which become known in connection with the execution of the order, even after termination of the contractual relationship. MONDAY.ROCKS may not disclose them to third parties or utilise them for its own purposes without the written consent of the client. This also applies to written statements, in particular order-related reports or recommendations. MONDAY.ROCKS is authorised to process or have third parties process the personal data entrusted to it within the scope of the purpose of the order in compliance with data protection regulations. This applies in particular to the recruiting services offered, such as candidate analyses.
§ 5 CLIENTS’ (i) AND ORGANISATIONS’ (ii) OBLIGATIONS TO COOPERATE
1. a client (i)/the organisation (ii) is obliged to support MONDAY.ROCKS and third parties engaged by MONDAY.ROCKS, such as freelancers, external/internal applicants or employees and others, to the best of its ability in the performance of the service and to create all the necessary conditions in its sphere of operation for the proper performance, service and order execution.
2. this includes, in particular, appointing and maintaining a responsible contact person for the third party and MONDAY.ROCKS for the duration of the service. It is pointed out that a change/replacement of persons in calculated team/group constellations or candidate analyses can influence the accuracy of results and fit.
3. in particular, customer (i)/ organisations (ii) must comply with the legal provisions and use the services and services of MONDAY.ROCKS appropriately.
4. access options to the services offered must be used in accordance with the duty of care. In particular, a customer (i) and organisation (ii) must also observe misuse by internal or third parties and official requirements. Use by third parties is only permitted if this has been stipulated in the individual contract.
5. Mängel sind MONDAY.ROCKS umgehend anzuzeigen, um eine rasche Feststellung und Beseitigung seitens MONDAY.ROCKS zu ermöglichen.
6. Zuwiderhandlungen gegen Vorschriften des § 5 berechtigen MONDAY.ROCKS zur sofortigen fristlosen Kündigung.
§ 6 ZAHLUNGSBEDINGUNGEN
Die Zahlungsbedingungen entnimmt ein Kunde (i) oder eine Organisation (ii) dem vorliegenden Angebot und/ oder Rechnung.
§ 7 UMBUCHUNG UND WECHSEL DES LEISTUNGSPAKETS
1. Alle zwischen Kunde oder Organisation geschlossenen Verträge verlängern sich automatisch um weitere 12 Monate, insofern bis zu 90 Tage vor Vertragsende nicht die ausdrückliche Kündigung durch Kunde oder Organisation erfolgt.
Bei Inanspruchnahme von Präsenz-Workshops fallen zusätzliche Kosten an, die wie folgt berechnet werden:
3. postponement of individual workshops:
If workshops are postponed, the following regulations apply:
– From 2 weeks before the originally planned date, a postponement to the next possible date is possible. However, there is no guarantee of a date and there may be waiting times. Hotel and travel costs already incurred must be paid in full.
4. postponement of the start of the project or workshop blocks (10 teams or more):
The postponement of the project start or workshop blocks for more than 10 teams is subject to the following conditions:
§ 8 ACCESS REQUIREMENTS
1. To order and use a service, the customer requires a valid e-mail address and a high-performance Internet connection.
2. connection charges for Internet as well as any other costs arising from the conclusion of a mobile phone contract are to be borne by the customer and are not part of a service. The services of MONDAY.ROCKS are available to customer (i)/ organisations (ii) via the platform team.monday.rocks.
§ 9 LIABILITY OF MONDAY.ROCKS
1. for damages,MONDAY.ROCKS, a legal representative or vicarious agent as well as for damages that fall under a guarantee or assurance granted by MONDAY.ROCKS, MONDAY.ROCKS shall only be liable within the scope of the statutory provisions. For damages not covered by sentence 1, MONDAY.ROCKS shall only be liable in the event of slight negligence for compensation for foreseeable damages typical of this type of contract and only if MONDAY.ROCKS, a legal representative or vicarious agent has breached an obligation whose proper fulfilment is essential for the performance of this contract and on whose fulfilment the contractual partner could rely (cardinal obligation). For a single case of damage it is limited to a maximum of EUR 50,000. A single case of damage shall be deemed to be the sum of the claims for damages of all entitled parties resulting from a single service rendered in a coherent time frame. If a significantly higher risk of damage is foreseeable, MONDAY.ROCKS shall be obliged to offer the customer (i) the organisation (ii) a higher liability sum, whereby MONDAY.ROCKS may adjust its remuneration accordingly.
2. any strict liability of MONDAY.ROCKS for defects already existing at the time of conclusion of the contract in accordance with § 536 a para. 1 Hs. 1 BGB is excluded.
3 MONDAY.ROCKS shall not be liable for damages resulting from subsequent contractual relationships between a customer (i) and organisations (ii) and third parties used.
4. a customer (i)/ organisation (ii)/ third party assures that he/she is the owner of all rights and the data, content and materials provided by him/her. Furthermore, he/she assures that he/she is authorised to transfer all rights that are necessary for the conclusion of the contract or the provision of the service by MONDAY.ROCKS. If Client (i)/ Organisation (ii) brings other external/internal applicants, employees or other third parties into the Platform, Client (i)/ Organisation (ii) undertakes to ensure that these participants have also given all necessary consents. 5.
5. the customer (i)/ organisation (ii) shall be liable for all legal infringements and claims arising from the unlawful use of the services of MONDAY.ROCKS.
6. contractual claims for damages of a customer (i)/ organisations (ii) against MONDAY.ROCKS shall become time-barred two years after they arise.
§ 10 DEFAULT OF ACCEPTANCE, FAILURE TO CO-OPERATE
If a customer (i)/the organisation (ii) is in default of acceptance of the service or services or fails to cooperate as required despite reminders, warnings and deadlines, MONDAY.ROCKS shall be entitled to terminate the contract without notice. Irrespective of the assertion of this right of cancellation, MONDAY.ROCKS shall be entitled to compensation for the damage or additional expenses incurred as a result of the delay or failure to cooperate. MONDAY.ROCKS shall have the right to invoice the damage or additional expenses incurred with the obligation to provide evidence.
§ 11 PROTECTION OF INTELLECTUAL PROPERTY: COPYRIGHT
1. a customer (i)/the organisation (ii) guarantees that the measuring instruments, calculations, analyses, evaluations, measures, contents, organisational plans, drafts, drawings and lists produced within the scope of the order will only be used for its own purposes and will not be published without express consent in individual cases. The use of the services provided for companies affiliated with the customer requires a separate written agreement.
2. insofar as measuring instruments, calculations, analyses, measures and evaluation results are copyrightable, MONDAY.ROCKS remains the author. In these cases, a customer (i)/the organisation (ii) shall only receive the revocable, exclusive and non-transferable right of use to the results and content, which is restricted by paragraph 1 sentence 1 and otherwise limited in time and place to access to the platform, the membership, the licence.
§ 12 CUSTOMER’S DUTY OF TRUST AND LIABILITY (i) AND ORGANISATIONS (ii)
(1) The parties undertake to be loyal to each other.
2. the parties shall comply with the applicable data protection regulations, in particular those applicable in Germany.
3. a customer (i)/the organisation (ii) shall be liable for all damage caused to MONDAY.ROCKS and its employees or customers or other contractual partners by him/her, his/her employees and vicarious agents or by items brought in by him/her or by third parties on his/her behalf for the fulfilment of the contract. This liability also includes consequential damages.
4. a customer (i)/the organisation (ii) shall be liable for all infringements of rights and claims by MONDAY.ROCKS and third parties arising from or in connection with the unlawful use of a service provided by MONDAY.ROCKS. Liability is not limited to use by the customer, the organisation itself or its vicarious agents.
§ 13 FORCE MAJEURE
Events of force majeure that significantly hinder performance or temporarily make it impossible entitle the respective party to postpone the performance for the duration of the impediment and for a reasonable lead time. Strikes and similar circumstances are deemed force majeure to the extent that they are unforeseeable, severe, and beyond the control of the parties. This also applies to the use of third parties on behalf of MONDAY.ROCKS. The parties shall promptly notify each other of the occurrence of such circumstances.
§ 14 ADVERTISING
When a customer (i)/organization (ii) utilizes or subscribes to MONDAY.ROCKS’s services, a customer (i)/organization (ii) agrees that MONDAY.ROCKS may disclose the fact of usage or the customer relationship. As long as these terms and conditions are valid, a customer (i)/organization (ii) grants MONDAY.ROCKS the right to reference the name of the organization (ii)/a customer (i) as well as their logo in sales and marketing activities and associated materials and media, and on all versions of the MONDAY.ROCKS website, until the use of MONDAY.ROCKS’s services is terminated and the use of the logo and name is objected to.
§ 15 RETENTION AND STORAGE RIGHTS
Until their claims are fully settled, MONDAY.ROCKS has a right of retention over the information/documents provided to them, the exercise of which is deemed unfair if withholding by the customer would cause disproportionately high damage not justifiable by weighing both parties’ interests.
Upon settlement of claims arising from the contract, MONDAY.ROCKS shall return all documents that a customer (i)/organization (ii) or a third party has provided to them in connection with the execution of the order. This does not apply to correspondence between the parties and to simple copies of reports, organizational plans, drawings, lists, calculations, etc., prepared as part of the order, provided that a customer (i)/organization (ii) has received the originals.
MONDAY.ROCKS’s obligation to retain documents expires six months after receipt of a written request for collection, otherwise three years for information/documents retained in accordance with paragraph 1, and five years after termination of the contractual relationship.
§ 16 TERM AND TERMINATION
The contractual relationship shall generally be extended in accordance with §7, unless otherwise agreed or legally regulated.
The parties’ right to terminate shall be governed by statutory provisions.
Any termination shall be in written form.
§ 17 MISCELLANEOUS
These general terms and conditions take precedence over all terms and conditions of a customer (i)/organization (ii).
Rights from contractual relationships with MONDAY.ROCKS may only be assigned with prior written consent from MONDAY.ROCKS.
German law exclusively applies to all claims arising from the contract. Amendments and additions to these terms and conditions and MONDAY.ROCKS’s offers must be in written form and explicitly marked as such. This also applies to waiving this formal requirement itself. The priority of individual agreements pursuant to § 305b of the German Civil Code remains unaffected.
If any provision of these general terms and conditions or MONDAY.ROCKS’s offers, services, in whole or in part, are or become invalid or unenforceable, the remaining provisions shall remain unaffected thereby. The contracting parties are obliged to replace the invalid/unenforceable provision from the outset of its invalidity/unenforceability with an economically equivalent provision taking into account both parties’ interests. If the invalidity of a provision is based on a measure, performance, or time, the legally permissible measure shall be deemed agreed. The same applies to gaps in regulations.
The place of jurisdiction for all disputes arising directly or indirectly from this contractual relationship, with regard to entrepreneurs within the meaning of §14 of the German Civil Code, legal entities under public law, or special funds under public law, is the registered office of MONDAY.ROCKS.
Date: February 2024