General Terms and Conditions
1.1 The following General Terms and Conditions (hereinafter referred to as "Terms of Service") govern the contractual relationship between Mooncamp GmbH (hereinafter "Mooncamp") and the respective companies in accordance with § 14 BGB (German Civil Code) (hereinafter referred to as "user") and their employees in terms of section 4.1 who would like to use the HR platform for goal management and project management, feedback and employee development (hereinafter "platform"; as exemplified under the domain app.mooncamp.com ) provided by Mooncamp.
1.3 The version of the terms of service valid at the time of conclusion of the contract is binding.
2. Subject matter of the contract
2.1 Mooncamp offers various services on the platform in connection with the management and handling of employees (hereinafter "services"). Among other things, goals (OKRs), check-ins and surveys can be created on the platform. The scope of use of the services can be selected by the user within the context of various subscriptions in accordance with section 3.2 and results from the service description in the version applicable at the time of conclusion of the contract.
2.2 Mooncamp is entitled to make changes to the content or functionality (e.g. through patches, updates or modifications) of the services that are reasonable, taking into account the interests of the user. Mooncamp is also entitled to have parts or all of the services provided by third parties, in particular subcontractors.
2.3 The user may test the services free of charge for fourteen (14) days after successful registration in accordance with section 3.1.a. The user shall not be entitled to use the services after this period. Subsequently, the use of the services shall be blocked for the user, unless the user concludes a paid subscription pursuant to section 3.2.
3. Registration and its Requirements, Conclusion of Contract, Right of Use, Test Period, Conclusion of a Subscription
3.1 Registration on the platform takes place by opening an account on the platform and agreeing to these Terms of Service:
- In the registration form, each user must provide a valid email address. By submitting the completed registration form, the user creates a user account (hereinafter "account") and submits his or her offer to enter into a contract for the use of the platform. If Mooncamp accepts this offer by sending a confirmation email and the user subsequently confirms his or her registration by selecting the code listed in the confirmation email (double opt-in), a contract for the use of the platform is concluded between the user and Mooncamp (hereinafter "usage agreement"). A registration that the user does not confirm within one week by clicking on the activation link can be deleted by Mooncamp.
- Each user may only register once. One account must be created per user. An account is not transferable.
- Within the first fourteen (14) days after successful registration in accordance with section 3.1.a, the user may use the services with limited functionality free of charge (hereinafter "test period"). Mooncamp is entitled to terminate the test period at any time or to further restrict the services during the test period.
3.2 A checkout process on the platform is available to the user for the conclusion of the contract. The conclusion of the contract within the checkout process on the platform is governed by the following section 3.3. Mooncamp also offers users individual quotes upon request. In this case, the contract is concluded by the user's acceptance of Mooncamp's individual quote in accordance with section 3.4 below.
3.3 The conclusion of a paid subscription within the checkout process on the platform is carried out as follows:
- The user first selects a subscription. The user enters his or her contact details, email address and the data required for the payment method. Before sending the booking, the user can check all the data previously entered by him or her again and, if necessary, correct it by entering other data or delete the data entered in the respective input field.
3.4 Mooncamp provides users with individual contract quotes (hereinafter "quote") for the conclusion of subscriptions upon request. Unless otherwise specified in the quote, quotes are valid for 30 days. The conclusion of a subscription comes into effect through the customer's acceptance of the quote in text form.
3.5 There is no claim to the conclusion of a user agreement or a subscription. Mooncamp reserves the right to refuse the registration and the conclusion of a subscription without giving reasons.
3.6 Contracts may only be concluded by legal entities with unlimited legal capacity and only in their own name and for their own account. Only entrepreneurs within the meaning of § 14 BGB (German Civil Code) may register as users. The registration as a legal entity or partnership as well as the administration of an account may only be carried out by persons who act as legal representatives or other authorized persons of the legal entity or partnership on its behalf and will. To verify the authorization according to the previous sentence, Mooncamp will request additional documents (e.g. power of attorney, written permission, etc.) from the user if necessary.
3.7 The data requested when concluding a contract must be provided completely and truthfully. If the data changes subsequently, the user is obliged to update the information immediately. Upon request of Mooncamp the user has to confirm the data.
4. Up- and Downgrades
4.1 The upgrade of a subscription to a higher-value subscription and the addition of further user licenses (hereinafter "upgrade") shall be possible at any time. In the event of an upgrade, the current term shall be adopted for the upgrade. Payment for the higher-value subscription or license shall be made on a pro rata basis in proportion to the remaining term of the contract.
4.2 The downgrade to a lower subscription and the termination of user licenses (hereinafter "downgrade") shall only be possible at the beginning of the next term. If the user performs the downgrade at an earlier point in time, the downgrade shall not commence until the beginning of the next term.
5. Employee Accounts
5.1 The user can activate his or her own employees (hereinafter referred to as "employees") under his or her account. For this purpose he invites employees to register on the platform.
5.2 The user warrants that he or she only invites people to the platform as employees if he or she is entitled to do so. Before sending the invitation, the user is obliged to ensure that the employee agrees to receive the invitation. In case the employee asserts claims against Mooncamp due to unsolicited sending of the invitation, the user indemnifies Mooncamp from all claims in connection with the sending of the invitation. Mooncamp reserves the right to assert further claims against the user from this circumstance.
5.3 In the registration form each employee has to create a password. By sending the completed registration form the employee will get access to their user account (hereinafter referred to as "employee account").
5.4 Access to the employee account is only permitted to natural persons with unlimited legal capacity and only in their own name. Employees must be at least 18 years of age at the time of registration.
5.5 The user can restrict or delete the employee account at any time via his or her account.
6. Prices and terms of payment
6.1 The conclusion of subscriptions for the use of the services is subject to a fee. The subscriptions shall be governed by (i) the service description currently in effect at the time of conclusion of a contract and the prices stated therein for the monthly or annual remuneration or (ii) the prices stated in the quote (hereinafter "remuneration").
6.2 For users based in Germany, all prices are exclusive of statutory value added tax. Users who are located outside of Germany are responsible for the payment of any applicable taxes and the payment of any applicable fees, such as VAT and customs duties. Users from other EU countries must provide their VAT ID during the booking process in order to carry out the reverse charge procedure.
6.3 The remuneration owed by the user is due for payment in advance at the beginning of the booking period.
6.4 The remuneration owed by the user can only be paid using the payment methods supported by Mooncamp. The supported payment methods are listed on the platform. Mooncamp reserves the right to exclude individual payment methods with respect to selected users, as far as a return debit note or cancellation of the payment or an insufficient coverage of the bank account to be debited is to be feared due to justified indications.
6.5 The user may be charged costs by third parties in connection with the use of the services (e.g. for the use of telecommunications networks); Mooncamp has no influence on such costs.
7. Rights to the contents of the user
7.1 The user grants Mooncamp the simple right of use (hereinafter "license") to the content (hereinafter "user content") posted by the user on the platform, which is unlimited in terms of territory and limited to the contractual term of the usage agreement as well as to the processing of the user content on the Mooncamp platform or the integrations used, insofar as this is necessary for the purpose of providing the contractual services described in section 2.1 of these terms of service. In particular, Mooncamp is entitled to technically edit, prepare and adapt the user content in such a way that it can also be displayed on mobile receiving devices.
7.2 The license ends when the user deletes his or her user content or account as well as upon termination of the usage agreement.
7.3 The user guarantees that he or she is the owner of the transferred rights and that it is possible for him or her to effectively grant the rights mentioned in clause 7.1. The user also guarantees that the created content does not violate any rights of third parties, in particular trademark, competition, copyright, property or personal rights.
8. Account use, Confidentiality, Sanctions and blocking of the account
8.1 The user/employee undertakes:
- not to create any insulting, violence glorifying, discriminating, inhuman or slanderous contents
- not to create pornographic or racist content;
- not to create any content that violates youth protection laws or criminal laws;
- not to carry out any actions that could block, overload or impair the proper functioning or appearance of the Platform (e.g. denial of service attacks or the uploading of viruses or other malicious code);
- not to create untrue or unobjective content;
- not to engage in unauthorised commercial communication (e.g. spam) on the Platform;
- not to use automated mechanisms (such as bots, robots, spiders or scrapers) to collect content or information from other users or to access the platform in any other way without the explicit prior permission of Mooncamp;
- not to obtain login information or access an account belonging to another user and not to collect, use or process data of other users without being authorized to do so;
- not to use legally protected content without being authorized to do so;
- not to advertise for a company for commercial purposes;
- or to set links to such content;
- to provide all data collected in the course of the conclusion of the contract truthfully and completely;
- not to misuse the benefits of the services.
8.2 Mooncamp is entitled to block or delete content that violates the terms of service or legal regulations, that violates the applicable rules of politeness, etiquette, objectivity and respectful interaction, or that is otherwise offensive and/or improper. Mooncamp will subsequently obtain a statement from the user/employee and, based on the statement, re-evaluate the deletion/blocking decision.
- terminate the usage agreement without notice;
- limit the account/employee account for a certain period of time or block it permanently;
8.4 After a user/employee has been blocked, there is no entitlement to restoration of the blocked account/employee account. Once a user/employee has been blocked, this user/employee may also not log in with another account/employee account.
9.1 The user/employee is obliged to keep the login data, passwords, etc. secret and not to pass on his access data to unauthorized third parties and to log off after each session. Declarations and actions which are made or committed after a login with the password and the email address of the user/employee can be attributed to the user/employee even if he/she has no knowledge of them. An attribution is made in particular if the user/employee provides third parties (including family members) with access to the password or the account/employee account intentionally or negligently. The user/employee has to inform Mooncamp immediately as soon as he/she becomes aware that unauthorized third parties have access to the access data and are aware of it.
9.2 In case of a justified suspicion that access data became known to unauthorized third parties, Mooncamp is entitled but not obligated for security reasons to independently change the access data without prior notice or to block the use of the account/employee account at its own discretion. Mooncamp will inform the user/employee about this immediately and will provide new access data on request within an appropriate period of time. The user/employee has no right to have the original access data restored.
10. Duration and termination
10.1 The usage agreement begins with the successfully completed registration in accordance with section 3.1.a and has an unlimited term. If the user does not book a subscription after the end of the test period, the usage agreement ends with the end of the test period.
10.2 The user may choose between different terms when concluding a subscription. The subscription shall be extended by the initial term in each case if it is not terminated with 30 days' notice to the end of the respective term. Upon termination of the subscription, the usage agreement also ends.
10.3 Notwithstanding the above provision, Mooncamp may terminate the subscription without notice if the user is in default of payment of the remuneration or a not insignificant part of the remuneration for two consecutive months or, in a period extending over more than two months, in default of payment of an amount equal to the remuneration for two months.
10.4 The right to terminate for good cause remains unaffected.
10.5 Any termination must be made in writing. For the notice of cancellation an email to [email protected] or any other communication in text form to Mooncamp is sufficient. Alternatively, the notice of cancellation can also be made via the user's account.
11. Settlement after termination
The personal data deposited by the user/employee and the account will be deleted by Mooncamp upon termination of the user agreement. If Mooncamp is obligated to store data for legal or other reasons, Mooncamp may alternatively also block the data; with loss of authority the data will be deleted by Mooncamp.
12.1 Mooncamp guarantees an availability of the services to 99% on a monthly average. This does not take into account scheduled maintenance times and downtimes which are not based on a breach of duty by Mooncamp, such as attacks on systems of Mooncamp by third parties, hardware failures through no fault of Mooncamp or cases of force majeure, as well as related unscheduled maintenance work. Through maintenance work, further development or malfunctions the possibilities of use can be limited or temporarily interrupted.
12.2 Scheduled maintenance work takes place regularly between 11 pm and 6 am (Central European time) and is announced to the user in the account at least 4 hours in advance. Scheduled maintenance work will affect the availability of the services for a maximum of 10 hours in a calendar month.
12.3 Mooncamp provides the services only on the platform. Errors or disturbances outside the sphere of influence of Mooncamp are not subject to the service obligation of Mooncamp. The user remains obligated to pay the corresponding remuneration in case of errors or disturbances which are not within the sphere of influence of Mooncamp.
12.4 It is the responsibility of the user to create, maintain, operate and, if necessary, update a sufficiently dimensioned hardware and software environment for the use of the services at his place.
13. Data protection
13.1 The personal data voluntarily provided by the user in the course of using the services will be used by Mooncamp exclusively in accordance with the provisions of the German Federal Data Protection Act (BDSG), the General Data Protection Regulation (EU-GDPR) and other applicable data protection regulations.
13.2 The processing of personal data is based on a separate data processing agreement (DPA) within the scope of a contractual relationship according to article 28 GDPR. The data processing agreement will be handed over to the user separately upon conclusion of the contract.
14. Limitations of liability
14.1 Subject to the further provisions of this section 14, Mooncamp is only liable if and as far as Mooncamp, its legal representatives, executives, employees or other vicarious agents are guilty of intent or gross negligence. However, in case of debtor's delay of Mooncamp or the impossibility of performance of services for which Mooncamp is responsible as well as in case of violation of essential contractual obligations (so-called cardinal obligations) Mooncamp is liable for each own culpable conduct or that of its legal representatives, executives, employees or other vicarious agents. In this context, essential contractual obligations are abstractly defined as those obligations whose fulfillment is essential for the proper execution of the contract and on whose compliance the user/employee may regularly rely.
14.2 Except in the case of intent or gross negligence of Mooncamp, its legal representatives, executives, employees or other vicarious agents, the liability of Mooncamp is limited in amount to the typically foreseeable damages at the conclusion of the contract.
14.3 The exclusions and limitations of liability regulated in the above clauses 14.1 and 14.2 do not apply in the case of the acceptance of explicit guarantees, in the case of claims due to the lack of warranted characteristics and for damages resulting from injury to life, body or health as well as in the case of mandatory legal regulations. Furthermore, the limitations of liability regulated in section 14.2 do not apply in case of a debtor's default of Mooncamp for claims for default interest, for the default lump sum according to § 288 para. 5 BGB (German Civil Code) as well as for compensation of the damage caused by default, which is based on the legal costs.
14.4 Claims according to the product liability law remain unaffected by the regulations of this section.
15. Online dispute resolution
Mooncamp hereby refers to the Online Dispute Resolution (OS) site of the European Commission with the following link: https://ec.europa.eu/consumers/odr/
Mooncamp is not responsible for the contents of this site or for the conduct of complaint handling procedures through this site.
16 Indemnification, Attribution of behaviour of employees
The conduct of the employees is attributed to the user. The user is liable to Mooncamp for the behavior of the employees. The user is responsible to Mooncamp for the fact that his or her employees act according to the contract and do not violate these terms of service, laws and/or rights of third parties in connection with the use of services. Violations of these regulations by the employees are attributed to the user, the user is in these cases the claimant of Mooncamp.
17. Assignment of claims
17.1 The user is only entitled to assign claims from or in connection with the business relationship with Mooncamp with the prior written consent of Mooncamp; § 354a HGB remains unaffected.
17.2 Unless otherwise regulated in the individual case, neither party is entitled to offset against claims of another party from this agreement or to assert a right of retention with regard to an obligation from the business relationship, unless the claims of the respective party asserting a right of offsetting or retention are ready for decision and undisputed or have been recognized by the other party or have been determined by a legally binding decision of a competent court or arbitration court. This restriction does not apply to synallagmatic, i.e. mutually dependent claims.
18. Exclusion of foreign general terms and conditions, Language, Contract text, Applicable law, Place of jurisdiction and place of performance
18.1 The validity of general contractual or business conditions of the user/employee is expressly excluded. This also applies if Mooncamp has not explicitly contradicted the terms and conditions of the user/employee and/or provides services without contradiction.
18.2 The registration, login and all conclusions of contracts between the user/employee and Mooncamp are exclusively in German language. The contractual language is German.
18.3 All contractual texts are accessible to the user/employee on the platform only in the current version. However, the respective text of the contract will be sent to the user by email and can be saved or printed out by the user.
18.4 These Terms of Service and the Usage Agreement as well as subscriptions regulated therein are subject to the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods.
18.6 In relation to entrepreneurs in the sense of § 14 paragraph 1 BGB the place of performance is the registered office of Mooncamp.
19. Amendment of these Terms of Service
19.1 Changes to these Terms of Service must be made in text form. No collateral agreements exist.
19.3 If a provision of these Terms of Service is invalid, the remaining provisions shall remain unaffected. The invalid provision shall be deemed replaced by a provision that comes closest to the meaning and purpose of the invalid provision in a legally effective manner. The same applies to possible regulatory gaps.
Last updated: May 2022