Personio

Key findings

• The contract forms through an active, two step process rather than a buried footer link.
• A free 14 day trial precedes any paid commitment, and only one trial per customer is allowed.
• The agreement pulls in extra documents by reference, including quote documents and service specific terms that are not in this text.
• The service description that defines what the software actually does lives on Personio's website and can be changed there.
• Your own purchasing terms are excluded unless Personio agrees to them in writing, which is one sided but normal for business software.
• Each document carries a version date and the previous version is offered for download, which helps you prove what you agreed to.

Evidence from the document

Recommendations

• Download and keep the quote document and any service specific terms, because they form part of your contract and are not on this page.
• Save a dated copy of the service description before you sign, since it defines the functionality you are paying for.
• Ask Personio in writing which additional terms apply to the specific plan and apps you are buying.

Key findings

• Suspension triggers are listed specifically rather than left to sole discretion, and overdue payment gets a notice plus a five day grace period.
• Personio commits to warning you before a suspension where reasonably possible and to telling you how service resumes.
• There is no appeal or human review process described anywhere for suspension or termination.
• Your trial account is locked automatically once the 14 days expire.
• After the contract ends, Personio must hold your personal data for 30 days so you can export it in a machine readable format or ask for deletion.
• Cancellation only needs text form including email, so no phone call or postal letter is required.

Evidence from the document

Recommendations

• Export your HR data before the trial ends, because the account is locked automatically at day 14.
• Put a reminder in your calendar for the 30 day export window after any contract ends, since data is deleted afterwards.
• If access is suspended, write immediately and ask for the specific trigger relied on, as there is no formal appeal channel.

Key findings

• Personio may anonymise data stored in the software and then claims to hold all rights in it, usable in any manner and for marketing or other unspecified purposes.
• That grant has no end date, no opt out and no revenue sharing, and you agree to it by signing the standard terms.
• The employees whose HR records are anonymised are not parties to the contract and never consent to this themselves.
• Your own licence to the software is non exclusive, non transferable and lasts only as long as the subscription.
• Work products from paid professional services, such as documents Personio creates for you, come with a simple non exclusive licence rather than ownership.
• The data processing addendum does confirm that ownership of your data lies exclusively with you as controller.

Evidence from the document

Recommendations

• If your HR data is sensitive or commercially valuable, negotiate a carve out or a narrowing of the anonymised data clause before signing.
• Ask in writing what anonymised data is actually used for and whether marketing use includes benchmark products sold to others.
• For paid consulting deliverables you expect to own, ask for an assignment or at least a transferable licence in the order document.

Key findings

• The processing addendum applies by default and takes precedence over the main terms where they conflict.
• Processing happens in the EU, the EEA or an adequacy country by default, with transfers elsewhere only under GDPR safeguards.
• You get active email notice before a sub-processor changes and 14 days to object on data protection grounds.
• If you object and the parties cannot agree, Personio can terminate the whole agreement with immediate effect, which weakens the objection right in practice.
• Technical and organisational measures are only published inside the software, not publicly, and Personio may update them provided overall security is not reduced.
• On site audits are limited to one unprompted audit per year lasting one day, can be refused entirely if Personio produces certifications instead, and help with impact assessments can be charged for.

Evidence from the document

Recommendations

• Download the current sub-processor list and the security measures document from inside the software and keep dated copies.
• Diary the 14 day objection window for sub-processor change emails, since silence counts as approval.
• Ask for the audit certifications or third party reports up front so you know what will be offered instead of an on site audit.
• Tell your employees that their records may be anonymised and reused, since that use is agreed by you rather than by them.

Key findings

• Annual contracts renew automatically for a further year unless cancelled 90 days before the renewal date, while monthly contracts need only 15 days notice.
• There is no right to any refund, pro rata or otherwise, when you downgrade a plan or drop apps.
• The agreed user count can only be raised during the subscription term, so you keep paying for seats you no longer need.
• Personio can raise list prices once a year, and you can only object if the rise exceeds five percent, within two weeks.
• Unused job advert credits roll over once and then expire with no refund, and all credits are forfeited when the contract ends.
• Cancellation itself is simple and can be done by email, with no phone call or retention process required.

Evidence from the document

Recommendations

• Set a calendar reminder at least four months before every annual renewal date, because the 90 day notice window is easy to miss.
• Buy the smallest user count you can justify, since the number can go up during the term but never down.
• Treat prepaid job advert credits as use it or lose it and track the expiry of carried over credits.
• Ask for a contractual cap on annual price rises before signing, because increases up to five percent cannot be refused.

Key findings

• Liability for death, personal injury, intent, gross negligence, guarantees and product liability is expressly preserved.
• For slight negligence, liability is limited to breaches of core duties and capped at the foreseeable typical damage.
• Defect claims become time barred after 12 months rather than the longer statutory period, and strict no fault liability for defects existing at the start is excluded.
• For data loss, Personio only pays what recovery would have cost if you had kept proper regular backups.
• You cannot rely on defects that were known or present during the free trial if you did not report them before signing the paid contract.
• Availability is promised at 99 percent on annual average, but no service credit or other remedy is attached to missing it.

Evidence from the document

Recommendations

• Test the software thoroughly during the 14 day trial and report every defect in writing before you sign, or you lose the right to raise it.
• Keep your own independent backups of HR data, because the data loss remedy assumes you already have them.
• Raise any defect claim well inside 12 months, since the limitation period is shortened.
• Do not rely on the 99 percent availability figure as a financial protection, because it carries no compensation.

Key findings

• The main software terms contain no customer indemnity at all.
• The only indemnity is limited to third party claims arising from your breach of a job portal's terms or unlawful job adverts.
• Personio must notify you without delay, must make no admission of liability, and must let you conduct the negotiations at your cost.
• Only Personio is indemnified, with no extension to affiliates, partners, licensors or successors.
• There is no express carve out for claims caused by Personio's own fault, and no reciprocal indemnity from Personio.
• A separate payroll clause puts sole liability on you for any claim caused by inaccurate, incomplete or late information you supplied.

Evidence from the document

Recommendations

• Read each job portal's own terms before posting, since your indemnity exposure is defined by rules Personio did not write.
• Ask for wording that excludes claims caused by Personio's own errors from the indemnity.
• For payroll, keep dated records of the data you submitted and of your approval of each payroll run.

Key findings

• Changes require four weeks of advance email notice, and the notice must flag the change, the objection right, the two week deadline and the effect of silence.
• If you object in time, the change does not take effect and the contract continues on the existing terms.
• Personio may respond to your objection by terminating the contract on one month's notice, which chills the objection right.
• Silence for two weeks is treated as consent to the change.
• Price adjustments are expressly prospective and do not apply to periods you have already paid for.
• Some changes, such as those needed for legal compliance or to close security holes, are reserved without the objection procedure, along with changes Personio judges to be predominantly to your benefit.

Evidence from the document

Recommendations

• Make sure the registered contact email is a monitored shared mailbox, because the two week objection clock starts from that email.
• Diarise the objection deadline as soon as a change notice arrives, since silence is treated as agreement.
• Weigh the termination risk before objecting, and ask whether Personio will waive that right for the change in question.
• Keep the archived previous versions offered on the page as evidence of what you originally agreed to.

Key findings

• No mandatory arbitration, no class action waiver and no jury trial waiver appear anywhere in the documents.
• German law governs and the UN Convention on Contracts for the International Sale of Goods is excluded.
• Munich is the exclusive venue, but only to the extent legally permitted, which acts as a savings clause.
• The data processing addendum uses the same German law and Munich venue, so disputes are not split across systems.
• You may only set off claims against Personio that are undisputed, legally established or ready for judgment.
• The same restriction applies to withholding payment, and the counterclaim must arise from the same contract.

Evidence from the document

Recommendations

• Budget for litigating in Munich if you are based elsewhere, since venue is exclusive where the law allows it.
• Do not withhold payment over a disputed claim, because set off and retention are restricted to undisputed or established claims.
• If you are outside Germany, check with local counsel whether your own mandatory jurisdiction rules override the Munich clause.