Terms of Service
Professional Services Terms (PST)
Worknano UG (haftungsbeschränkt)
Version 01-2025 | worknano.com
1. Scope / Conclusion of Contract
1.1 These Professional Service Terms ("PST") apply to the provision of supporting services by Worknano UG (haftungsbeschränkt) ("Worknano") towards the customer ("Customer") in connection with the web-based HR and workforce management software-as-a-service (SaaS) platform operated by Worknano ("Software"). Supporting services include, but are not limited to, consulting and training services, configuration and setup support, splitting or merging of Customer accounts, data migration services, and any task expressly agreed between Worknano and the Customer in writing (including e-mail) ("Professional Services"). Worknano shall provide Professional Services as set forth in the agreement between the Customer and Worknano for the Software, or any individual agreement made for Professional Services ("Orders"). These PST incorporate by reference specific sections of Worknano's General Terms and Conditions ("Applicable GTC"). In the event of a contradiction, these PST shall take precedence over the Applicable GTC for the provision of Professional Services.
1.2 Deviating terms and conditions of the Customer shall not apply to Professional Services unless Worknano expressly agrees to their application in writing.
1.3 The contract for Professional Services is concluded by both parties signing or otherwise agreeing on an Order (e.g. by e-mail or phone).
2. Professional Services
2.1 The Professional Services to be provided by Worknano are exclusively defined in the applicable Order and any supplementary service descriptions referenced therein. Services other than those expressly described in an Order are not owed by Worknano.
2.2 Unless expressly agreed otherwise in writing, scheduling commitments and cost estimates are non-binding.
2.3 Service descriptions describe the nature of the service only and do not constitute a guarantee. Guarantees by Worknano must be made in writing and expressly designated as a "guarantee" to be treated as such.
2.4 Where Worknano refers to legal requirements (e.g. tax, data protection, consent obligations) or provides legally relevant content (e.g. role and authorisation concepts), such information is provided for information purposes only. Worknano does not provide legal advice and does not warrant the legal conformity of any services, in particular with respect to tax law, labour law, or data protection law (including the GDPR). The Customer is solely responsible for verifying legal compliance, either independently or through qualified third parties.
3. Customer's Duties and Obligations
3.1 The timely and proper performance of Professional Services by Worknano depends on the Customer's active cooperation. The Customer shall:
- Provide all information, documents, and content required for performance of the Professional Services in a timely and complete manner;
- Proactively disclose any circumstances that may be of relevance to Worknano's performance;
- Designate a competent internal point of contact for the duration of the engagement.
3.2 Prior to any data migration, the Customer is obliged to create a complete backup of their data. Worknano accepts no liability for data loss where the Customer has failed to do so.
3.3 The Customer is responsible for the ongoing accuracy of all content and data provided. Worknano is not obligated to update or verify data entered by the Customer.
3.4 The Customer must report defects or malfunctions to Worknano immediately, providing all information necessary for diagnosis and resolution, including date, time, a detailed description of the defect, and the functions affected.
3.5 Further cooperation obligations may be specified in the applicable Order. Delays or failures in performance caused by the Customer's non-cooperation shall not be attributable to Worknano.
4. Rights of Use
To the extent protectable work results are created during the provision of Professional Services, Worknano grants the Customer a non-exclusive, non-transferable, and non-sublicensable right to use such work results for the contractually agreed purposes only, in case of doubt, for the Customer's own internal business purposes. All intellectual property rights remain with Worknano unless explicitly agreed otherwise in writing.
5. Payment Terms
5.1 All Professional Services shall be remunerated on a time-and-effort basis at the hourly rates set out in the applicable Order, unless a fixed price has been expressly agreed.
5.2 Where a fixed price is agreed, Worknano shall perform the agreed Professional Services for that price. Any services outside the defined scope may be charged separately.
5.3 Fixed-price invoices are due upon placement of the applicable Order. Time-based services are invoiced monthly in arrears, accompanied by an activity report stating the date, duration, and description of work performed. Invoicing is in 15-minute increments. Worknano may issue invoices electronically.
5.4 On-site travel must be agreed in advance. Travel time is billed at 50% of the applicable hourly rate. Travel expenses (transport, accommodation, meals) are reimbursed by the Customer upon submission of supporting documentation. Travel time is calculated from Worknano's registered office.
5.5 All prices are net amounts in Euro, exclusive of applicable statutory value added tax (VAT), which shall be borne by the Customer.
5.6 Invoices are due and payable within 14 days of the invoice date without deduction.
6. Limitation of Liability
6.1 The limitation of liability provisions of the Applicable GTC apply accordingly to Professional Services.
6.2 Worknano's liability is excluded or limited to the maximum extent permitted under German law. In particular:
- Worknano shall only be liable for intent (Vorsatz) and gross negligence (grobe Fahrlässigkeit);
- In cases of simple negligence, liability is limited to foreseeable, contract-typical damages;
- Worknano's aggregate liability per contract year shall not exceed the total fees paid by the Customer for the affected Order;
- Liability for loss of data is limited to the costs of restoration that would have been required had the Customer maintained proper and regular data backups in accordance with section 3.2.
6.3 The above limitations do not apply to liability for damages to life, body, or health, or to liability under the German Product Liability Act (Produkthaftungsgesetz).
7. Confidentiality
7.1 Both parties undertake to treat all confidential information of the other party as strictly confidential and not to disclose it to third parties without prior written consent. Confidential information includes all technical, commercial, and operational information exchanged in connection with the Professional Services.
7.2 These obligations do not apply to information that: (i) is or becomes publicly known through no fault of the receiving party; (ii) was already known to the receiving party prior to disclosure; (iii) is required to be disclosed by law or court order, provided the disclosing party is notified without undue delay.
7.3 Confidentiality obligations survive termination of the contract for a period of three (3) years.
7.4 Worknano is entitled to name the Customer as a reference customer, unless the Customer objects in writing.
8. Data Protection
8.1 Where Worknano processes personal data on behalf of the Customer in the course of providing Professional Services (in particular during data migrations, account splits/mergers, or any service requiring access to the Customer's data), Worknano acts as a processor within the meaning of Art. 4 No. 8 GDPR, and the Customer acts as controller within the meaning of Art. 4 No. 7 GDPR.
8.2 In such cases, the Data Processing Agreement ("DPA") concluded between the Customer and Worknano in connection with the Software subscription pursuant to Art. 28 GDPR shall apply accordingly.
8.3 The Customer warrants that it has a lawful basis for any personal data provided to Worknano for processing under these PST.
9. Nature of Services / Independence
9.1 Unless otherwise agreed, Worknano provides Professional Services as contractual services (Dienstleistungen) and does not owe a specific outcome or result (Werkleistung), unless section 10 applies.
9.2 Professional Services are generally provided remotely from Worknano's business premises. On-site presence requires prior agreement or operational necessity.
9.3 Personnel assigned by Worknano are not subject to instructions from the Customer. They remain free in the organisation of their activities (time, duration, method, and location of work), subject to reasonable consideration of operational requirements and agreed project timelines.
10. Work Results (Werkleistungen)
10.1 Where the parties expressly agree that a specific result is owed (Werkleistung), the provisions of this section 10 apply in addition to the above.
10.2 The Customer is obliged to inspect delivered work results promptly, and in any case within two (2) weeks of delivery, and to notify Worknano in writing of any identifiable defects without undue delay, providing a precise description of the defect. Failure to notify within this period shall be deemed acceptance. Acceptance may only be refused in the event of significant defects.
10.3 A defect is significant if it renders the deliverable unusable for its contractually intended purpose, or if achieving that purpose requires considerable additional effort.
10.4 Worknano shall remedy notified significant defects within a reasonable period. If Worknano fails to remedy a significant defect within a reasonable grace period set by the Customer, the Customer may reduce the agreed fee or, in cases of complete non-performance, withdraw from the affected Order.
11. Final Provisions
11.1 These PST and all Orders shall be governed exclusively by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
11.2 The exclusive place of jurisdiction for all disputes arising from or in connection with these PST shall be the registered seat of Worknano UG (haftungsbeschränkt), to the extent permitted by applicable law.
11.3 The Customer may only set off claims against Worknano with counterclaims that are undisputed, legally established, or ready for decision.
11.4 The Customer may only exercise a right of retention based on counterclaims that are undisputed, legally established, or ready for decision, and that arise from the same contractual relationship.
11.5 The Customer may assign claims under any Order to third parties only with Worknano's prior written consent. Worknano shall not unreasonably withhold such consent.
11.6 Amendments and additions to Orders and these PST must be made in writing. This also applies to any waiver of the written form requirement.
11.7 Neither party shall be liable for failures or delays caused by force majeure events, including natural disasters, acts of war, terrorism, political unrest, pandemics, or other events beyond the reasonable control of the affected party. The affected party shall notify the other party without undue delay.
11.8 Should any provision of these PST be or become invalid or unenforceable, the remaining provisions shall remain in full force and effect. The invalid provision shall be replaced by a valid provision that most closely reflects the original commercial intent of the parties.
11.9 These PST are the entire agreement between the parties regarding Professional Services and supersede all prior agreements, representations, or understandings relating thereto.
Worknano UG (haftungsbeschränkt) | worknano.com | Version 01-2025