Employers Terms of Service of Remoteplatz

For Employers
Remoteplatz GmbH, Heinrich-Mann-Allee 3 b,D-14473 Potsdam Commercial Register: Amtsgericht Potsdam, HRB 33085, Managing Directors: Mohamed Hawas, Said Gouda, VAT-ID: DE325309430 (hereinafter referred to as 'Remoteplatz' or 'us' ) operates an online job marketplace platform via https://www.remoteplatz.ch/ and other channels (the 'Service' ).
The Service connects companies ( 'Company' or 'Companies' ), and candidates ( 'Talent' or 'Talents' ) with each other trying to match the right person with the right job. Talents are natural persons seeking new employment or freelance contracts through the Service. Companies are natural persons or business entities searching for new employees or contractors through the Service.
  1. Scope
    1. Within the framework of the Companies' own technical and operational possibilities Remoteplatz allows the Companies to participate in the Service. Remoteplatz provides all services in connection with the Service for Companies solely based on these Terms of Service (hereinafter referred to as "Company Terms of Service" or “Terms of Service”).
    2. Remoteplatz objects to the validity of any general terms and conditions of Companies. General terms and conditions of Companies become an integral part of the agreement between the Company and Remoteplatz, only if Remoteplatz explicitly consents to them in writing.
    3. Remoteplatz can utilize the services of independent third parties for the Service ( "Third Party Service" ) such as app stores and social networks. No third party services are provided by third parties upon the instruction of Remoteplatz. Third party services are not provided by Remoteplatz. Remoteplatz or the third party will identify these services in a suitable manner. Any issues in connection with third party services are not affected by these Terms of Service. Remoteplatz shall not be responsible for third party services. Third party services are potentially subject to their providers' general terms and conditions.
  2. Limits of Use / Prohibited Conduct
    1. Remoteplatz provides the Service solely for use in accordance with these Terms of Service. Automated login is prohibited. Only the official clients and apps or websites provided by Remoteplatz may be used to connect to the Service. The Talent may not create, support, host, link or provide any other options, which can be used by other persons to utilize the Service.
    2. The Company is prohibited from transferring his/her Account to third parties without the prior written consent of Remoteplatz.
    3. The Company is not entitled to use any means, mechanisms or software in connection with the Service, which can disturb functions of the Service. The Company may not undertake any action, which can result in an unreasonable or excess load of the technical capacities of Remoteplatz. In particular, the Company is not permitted to block, overwrite or modify the contents generated by Remoteplatz unless Remoteplatz has permitted it specifically in writing.
    4. The Company will refrain from anything that could endanger the performance and availability of the Service.
    5. By using the Service, the Company will not violate any applicable legal provisions such as the criminal code or third party rights and the Company assures not to contribute or transmit any illegal or immoral contents to the Service. This includes specifically any contents (including member names, etc.),
      1. which are, false, inaccurate or misleading
      2. which are, insulting, racist, sexist, pornographic or obscene;
      3. which can damage the reputation of Remoteplatz;
      4. suitable to violate copyrights, patents, brands or any other intellectual property rights, the rights on a person's own image and other personal rights or third party rights.
    6. The Company is not permitted to disseminate commercial advertising for third party products or programs, to send unsolicited mass emails and unsolicited advertising in the Service. The Company will honor the privacy of third parties. In addition, the Company is not permitted to disseminate in the Service unauthorized any third party work that is protected by copyrights or other rights. Moreover, the Company is not allowed to refer to offers with such content.
    7. Remoteplatz is entitled to stop such violations against this Section 2. In addition, Remoteplatz is entitled to delete the breaching contents of the Company. The same applies to definite indications of a violation against these Terms of Service to contents, which are otherwise illegal. There is no entitlement to the recovery of breaching deleted content. Such a claim is also voided if the restoration is not possible for technical reasons.
    8. Without the prior express written consent of Remoteplatz, any blocked Company is prohibited from creating a new account. If this ban was circumvented, then Remoteplatz has the right to block this Account permanently without prior announcement.
    9. The provisions of this Section 2 do not limit the termination right of Remoteplatz — particularly the right to terminate effective immediately — in accordance with Section 11. In addition, they do not limit the right of Remoteplatz to exercise the virtual domiciliary right.
  3. Functioning of the Service / Remoteplatz’s responsibilities
    1. Remoteplatz provides the Service to connect Talent and Companies. The Service works as follows: Talent sign-up to the Service and make a profile available. Companies provide a profile after concluding the Recruiting Partnership Agreement. This profile is only visible to Talents that the Companies are interested in as defined below. Companies can browse the Talent profiles in a list and detailed view and decide to apply to the respective Talent by sending an interview request through the detailed view. These interview requests come with a first, non-binding offer proposal of what compensation package the company has in mind. Talent can review the interview requests and are now able to browse the profiles of Companies that have sent the requests. The Talent can accept or reject the interview request. If rejected, the Company may (upon choice of the Talent) recontact the Talent with a revised proposal. If accepted, Remoteplatz connects Talent and Company.
    2. Once a Talent has been viewed by a Company in the detailed view it is considered to be introduced by Remoteplatz ( “Introduction” ). If Talent and Company had been introduced in the past twelve months before the Introduction directly or by a third party and Company does not inform Remoteplatz about this within five business days in writing and substantive materials showing the introduction, the Talent is considered to have been introduced by Remoteplatz. Email or the Service are sufficient media in this matter. A Talent is considered to be already introduced directly or by a third party when there is a written communication concerning the Talent, with a clear identification of the Talent and the Company and with a clear identification of the opportunity to hire the Talent.
    3. Remoteplatz may from time to time, but is under no obligation to, suggest a specific Talent to a Company or vice versa. The Talent is then also seen as introduced. This can be done via email, messaging service or phone.
    4. Remoteplatz undertakes reasonable efforts to match Talent and Companies, however, Remoteplatz does under no circumstances represent, assume a warranty or guarantee or undertake in any other way that Talent or Company will find a match through Remoteplatz and/or the Service.
  4. Obligations of Company
    1. Company shall submit the information about the Company requested in the compulsory and voluntary fields of the sign-up form.
    2. Remoteplatz may add compulsory or voluntary fields from time to time. Remoteplatz may also request additional information from Company on a case by case basis. The Company shall not transmit any personal data (i.e. data allowing identification of an individual) to Remoteplatz, unless data protection laws allow for such transmission or Company has obtained consent from the concerned parties.
    3. Unless otherwise provided in these Terms of Service, Remoteplatz will usually communicate with the Company via email. The Company shall make sure that it receives all emails sent by Remoteplatz to the address submitted in the course of the application, or at a later date. The Company will in particular configure the spam filter accordingly and regularly check all incoming email under this address. Remoteplatz may choose any other appropriate means of communication.
    4. The Company shall keep all access data (login, passwords etc.) for the Service ( “Access Data” ) strictly confidential. The Company shall promptly inform Remoteplatz in case it learns or suspects that an unauthorized third person is in possession of the Access Data.
    5. In case Remoteplatz has reason to believe that an unauthorized third party is in possession of Access Data, Remoteplatz may, without assuming any responsibility to do so, and always acting in its sole discretion, change the Access Data without prior notice or block the respective account. Remoteplatz will promptly inform the Company and will, upon request, communicate the new Access Data to the Company without undue delay. The Company cannot claim to have its initial Access Data restored.
    6. In case a third party uses Access Data, with the Company at fault, the Company’s Access Data, the Company is liable for all such actions, and for damages. In such event, all access through the Company’s Access Data shall be considered as an access by the Company.
    7. During the term of the Agreement, the Company will not induce, or assist in the inducement of, any employee of Remoteplatz or any of its affiliates to leave their employment with Remoteplatz or any of its affiliates. This shall apply to the extent permissible under Sec. 75 of the German Commercial Code.
    8. Remoteplatz is not responsible for providing or assisting with the obtaining of any work or other permits and/or medicals and other country specific regulations and requirements that may be necessary to employ the Talent unless otherwise agreed in writing.
    9. Remoteplatz is relying on the information provided by the Talent. Company has the obligation to satisfy itself, that the Talent is suitable for the intended job and fits Company's requirements.
  5. Placement / Payment
    1. Company undertakes to inform Remoteplatz in writing (through the service or via email is sufficient) as soon as possible, but no later than the number of days specified in the Recruiting Partnership Agreement if an introduced Talent is hired or otherwise contracted by Company ( “Placement” ). The notification shall include a copy of the original employment contract which must include the start date, the date the contract was signed and information about the Salary as defined in Section 5.3 below. Remoteplatz may contact Company to request status updates about ongoing negotiations.
    2. Placement shall mean any form of employment, temporary employment, contracting or other use of Talent by Company or an undertaking affiliated with Company in the sense of Sec. 15ff. of the German Stock Company Act.
    3. If Talent is placed pursuant to Section 5.2 during the period of an Introduction, Remoteplatz will receive a commission as specified in the Recruiting Partnership Agreement, of the Talents salary ( “Salary” ). Salary shall include the gross base salary or fees, bonus (guaranteed and/or anticipated), commissions, allowances, inducement payments, shift allowances, location weighting and call-out allowances, and all other compensation the Talent receives or is anticipated to receive during the first year of his placement. Excluded is compensation paid by Company to Talent to compensate expenditures (e.g. travel, relocation, visa application) as well as any equity, share options or similar compensation options. To clarify: bonuses based on company performance are not excluded. Company undertakes to inform Remoteplatz about the Salary upon notifying Remoteplatz about the placement.
    4. If the Placement is for less than twelve months, Remoteplatz’s commission will be calculated on a pro-rata basis. Subsequent hires, prolongations, extensions or similar will be added to the pro-rata calculation until the level as defined in Section 5.3 is reached. This is done for a period of up to twenty-four months from the initial placement. Company must notify Remoteplatz pursuant to Section 5.1.
    5. Payment terms are governed by the Recruiting Partnership Agreement.
    6. Company is entitled to refunds if the Placement is terminated. A placement is defined as terminated if the termination notice is signed and in effect within the time specified in the Recruiting Partnership Agreement. The refund is subject to the conditions set forth in the Recruiting Partnership Agreement and paid out within 14 days upon issuing of the credit note.
    7. Company has to inform Remoteplatz in writing within five business days about any rehiring or similar of the Talent for a period of twelve months after termination. In this case, Remoteplatz is entitled to reclaim the refund and will issue an invoice. The Payment terms of Section 5.5 apply.
    8. Company has to transmit the signed agreement to Remoteplatz as proof of the conclusion of the agreement and for the invoicing processes.
    9. Remoteplatz reserves the right to change the fee, to be effective as of the following period of renewal. Remoteplatz shall notify the Company of any fee change in the invoice sent to the Company with regard to the period of renewal. In the event of a price increase, the Company is entitled to submit to Remoteplatz within four (4) weeks of the date of invoice a written declaration of withdrawal from the agreement with retroactive effect from the date of the renewal.
    10. If the consultants have not received notification from the customer in accordance with Section 5.1 of the General Terms and Conditions within 14 days of the Talent's acceptance of the offer, they have the right to invoice a flat-rate commission of EUR 10,000 from the customer. Upon late notification by the customer, any differences between the flat-rate and the commission incurred will be reimbursed by the consultant retrospectively.
  6. Non Circumvention
    1. Company explicitly agrees to withhold completely from entering a relation with or from approaching Talent either directly or through third parties, especially recruiters with regard to the Placement of introduced Talent. The period introduction as defined in the Recruiting Partnership Agreement shall apply.
    2. Any direct or indirect business relations between Company and Talent or recruiters with regard to the above named services and respective Talent have to either involve Remoteplatz as intermediary or require Remoteplatz’s prior written consent.
    3. Company is personally responsible to follow this commitment and must not use any means to circumvent its obligation.
    4. Breach of this clause will result in a contractual penalty to be determined by Remoteplatz’s exercise of its reasonable discretion, subject to review by an independent court in Remoteplatz’s residential country and should not be less than five times the financial loss caused through this unauthorized action with a minimum fee of 25,000 EUR.
    5. An obligation to reimburse damages will thereby not be excluded.
    6. In case Company can prove having entered into a business relationship with recruiters or Talent in regards to the respective Talent before the Introduction of the Talent through the Service, this Section 6 shall not be enforced.
  7. Quality of the Service / Technical Deficiencies
    1. It is in the nature of the Service that it is continuously advanced and updated. By changing and advancing the Service, Remoteplatz intends to provide Companys a useful Service and pleasant Company experience. Therefore, Remoteplatz grants the Company access to the Service in its available form or version. Changes and advancements can affect system requirements and compatibility requirements. The Company has no claim for maintaining or reconstruction of a specific condition of scope of services. Any of the Company's claims for deficiency, which refer to the technical usability of the Service itself, shall remain unaffected thereby. Due to the continuous advancement of the Service, Remoteplatz reserves itself the right to offer new features and/or to remove them from the Service or to change them. The Company consents these continuous changes of the Service.
    2. Excluded from warranty are generally such errors, which occur through external influences such as operating errors by the Company, force majeure or any modifications, not carried out by Remoteplatz or any other manipulations.
    3. Remoteplatz does not assume any guarantees in a legal meaning as long as not expressly provided for in these Terms of Service.
  8. Limitation of Liability / Availability
    1. Remoteplatz shall be liable under the terms of this Agreement only in accordance with the provisions set out in Sections 8.1.1 to 8.1.5. Except in case of intent or gross negligence, any liability of Remoteplatz shall be disclaimed. The same applies in case of slight negligence by agents or assistants in performance. However, the foregoing does not apply in the following cases:
      1. Remoteplatz shall be unrestrictedly liable for losses caused intentionally or with gross negligence by Remoteplatz, its legal representatives or senior executives and for losses caused intentionally by other assistants in performance; in respect of gross negligence of other assistants in performance Remoteplatz’s liability shall be as set forth in the provisions for simple negligence in Section 8.1.5 b) below.
      2. Remoteplatz shall be unrestrictedly liable for death, personal injury or damage to health caused by the intent or negligence of Remoteplatz, its legal representatives or assistants in performance.
      3. If Remoteplatz provides a warranty it shall be liable for losses arising from the lack of any warranted characteristics up to the amount which is covered by the purpose of the warranty and which was foreseeable for Remoteplatz at the time the warranty was given.
      4. Remoteplatz shall be unrestrictedly liable in accordance with the German Product Liability Act in the event of product liability.
      5. Remoteplatz shall be liable for losses caused by the negligent (including simple negligence) or intentional breach of its primary obligations by Remoteplatz, its legal representatives or assistants in performance.
        1. Primary obligations are such basic duties, which form the essence of the Agreement, which were decisive for the conclusion of the Agreement and on the performance of which Company may rely.
        2. If Remoteplatz breaches its primary obligations through simple negligence, then its ensuing liability shall be limited to the amount which was foreseeable by Remoteplatz at the time the respective service was performed.
        3. Damages shall be restricted to ten (10) times the fees provided under these Terms of Service in the past twelve (12) months.
    2. Subject to Clause 8.1 only and other than in case of intent Remoteplatz does not accept any liability under or in relation to the Agreement or its subject matter whether such liability arises due to negligence, breach of contract, misrepresentation or for any other reason for any indirect damage and consequential damage, in particular, not for loss of profit, interruption in business and/or interruption of operations of Company or its customers, unless explicitly specified otherwise in these Terms of Service.
    3. Remoteplatz undertakes to assure an availability of the Service of 99% (ninety nine percent) as a yearly average. Periods during which the Service is not available because of technical or other problems outside Remoteplatz’s control (such as force majeure or third party fault) and periods during which routine maintenance works are carried out, are excluded from this. Remoteplatz may restrict access to the Service if required for network security, maintenance of network integrity and the prevention of severe malfunction of the network, the software or stored data. The Company’s rights in case of intent or gross negligence remain unaffected.
  9. Intellectual Property / Indemnification
    1. Remoteplatz or its respective licensor is the exclusive owner or exclusive owner of the rights of all contents of the Service. The content is protected by national and international law and particularly by copyright. The unauthorized dissemination, copying, deletion or any other violation of intellectual property rights and copyrights of Remoteplatz are prosecuted under both civil and criminal law.
    2. All rights not expressly granted in these Terms of Service are reserved by Remoteplatz. Remoteplatz will retain all rights, title, and interests in and to the Service (except for any licensed content and third-party content included therein), including all data (such as any usage data and compilations thereof), information and software related thereto. The Company acknowledges that the software, information, content and data related to the Service (such as any usage data or compilations thereof) are protected for Remoteplatz under copyright and similar rights and may contain trade secrets or other intellectual or industrial property owned or licensed by Remoteplatz.
    3. Company warrants, that he has the right (i) to submit the information to the Service and (ii) can grant Remoteplatz the right to use the information as described above.
    4. Company hereby agrees to indemnify, defend and hold harmless Remoteplatz and their its subsidiaries, directors, officers, employees, owners and agents against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees and costs) based on (i) any failure or breach of the Agreement and the Terms of Service, including any representation, warranty, covenant, restriction or obligation made by Company herein, (ii) any misuse by Company.
  10. Confidentiality
    1. Except as otherwise provided in these Terms of Service or with the consent of Remoteplatz, the Company agrees that all information, including, without limitation, the terms of the Agreement, business information, customer lists, and pricing and sales information, curriculum vitae and work examples concerning Remoteplatz or any of Remoteplatz’s other Companies provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by Company for any purpose other than Company’s participation in the Service ( “Confidential Information” ).
    2. Company shall especially not use any information obtained from the Service to develop, enhance or operate a service that competes with the Service, or assist another party to do the same.
    3. After and during the term of the Agreement, neither party will use for any purpose or disclose to any third party, any Confidential Information of the other party. Any exception to this must be obtained in advance.
    4. The foregoing restriction does not apply to information that has been developed independently by the receiving party without access to the other party’s Confidential Information or has been rightfully received from a third party authorized to make such disclosure or has been approved for release in writing by the disclosing party or has become publicly known through no breach of this Section by the receiving party or is required to be disclosed by a competent legal or governmental authority, provided that the receiving party gives the disclosing party prompt written notice of such requirement prior to disclosure and assists in obtaining an order to protect the information from public disclosure.
    5. Remoteplatz may use aggregated and anonymized data for statistical and marketing purposes. Remoteplatz will aggregate and anonymize data from multiple Companies before releasing such aggregated data.
  11. Term / Termination
    1. The Agreement shall commence on the date of Remoteplatz’s approval of Company's application and shall continue thereafter until terminated as provided herein.
    2. Each party has the right to terminate the agreement by giving an advance notice of 7 days unless otherwise agreed in writing.
    3. Sections 5,6 and 10 shall survive any termination of the Agreement. Section 10 for five years.
    4. The parties remain free to terminate the Agreement for cause at any time.
    5. Either Party has the right to terminate the Agreement immediately by written notice if:
      1. The other Party ceases or threatens in writing to not carry on its business;
      2. The other Party is the subject of a bankruptcy order or becomes insolvent or makes any arrangement or composition with or assignment for the benefit of its creditors or if any of the other Party’s assets are the subject of any form of seizure, or the other Party goes into liquidation either voluntary (otherwise than for reconstruction or amalgamation) or compulsory that is not dismissed within ninety (90) days, or a receiver or administrator is appointed over the other’s assets.
    6. Every termination must be in written form, whereby the written form is maintained by email. Upon request, the reasons for extraordinary termination must be disclosed immediately in writing if the termination notice did not specify them already. Any standard termination notice does not require specification of the termination reasons.
  12. Data Protection
    1. Remoteplatz processes and utilizes the Company's data collected during the performance of the Agreement and within the framework of the These Terms of Service, specifically to the extent necessary to fulfil the agreement properly, in accordance with all applicable European and German data protection provisions. The privacy policy of Remoteplatz shall apply (retrievable under https://www.Remoteplatz.io/pages/legal_notice )
    2. The Company understands that the performance of the Agreement includes the making available of personal data to Companies Remoteplatz cooperates with to mediate the Company and try to match the right person with the right job subject to these Terms of Service and the Privacy Policy.
    3. The Company understands that Remoteplatz may contact him/her Company via phone, email or messaging service and suggest Companies which fit the Company’s profile.
  13. Changes to the Terms of Service
    1. Each login to the Service is subject to these Terms of Service.
    2. Remoteplatz may make changes to these Terms of Service (including amendments) at any given time, for the future, if this should prove necessary (in particular to reflect changes in the Service or changes in the legal framework applicable to it, such as new legislation or case-law) and provided the Talent is not disadvantaged contrary to good faith.
    3. The Company will be notified of changes to the Terms of Service in appropriate form. Remoteplatz will notify the Company on the Service, or via email. Changes to the Terms of Service will always be highlighted upon first login after the changes or amendments have been made.
    4. The Company may dispute changes to the Agreement within a time period of six weeks following receipt of the notification of the changes and the possibility of taking notice thereof. It is recommended that the Company submits its opposition in writing (for example via email).
    5. The changes to the Terms of Service become binding in the event that the Company (i) does not dispute the changes within the above-mentioned time period or (ii) continues to use the Service after the above mentioned period.
    6. Remoteplatz will inform the Company about the possibility of disputing the changes and the legal consequences, especially the legal consequences of a lack of opposition, when notifying the Company about the changes to the Terms of Service.
    7. If the Company disputes the changes in time, each party may terminate the Agreement with one month’s prior notice unless termination is possible at any time according to Section 11. Until termination, the Agreement in their former version will govern the Company’s relationship with Remoteplatz. The Company does not have any other claims against Remoteplatz.
    8. Changes to the terms of the Recruiting Partnership Agreement have to be made in writing and agreed to by both parties.
  14. Governing Law / Jurisdiction
    1. This Agreement shall be governed by and construed in accordance with the laws of Germany. The Company irrevocably submits to the exclusive jurisdiction of the German courts in Berlin over any claim, dispute or matter arising under or in connection with this Agreement or its enforceability.
  15. General Provisions
    1. The Agreement contains the entire agreement between Remoteplatz and Company with respect to the subject matter hereof, and supersedes all prior and/or contemporaneous agreements or understandings, written or oral. Terms and conditions of the Company do not become part of the Agreement, unless Remoteplatz has accepted them in writing.
    2. All or any of Remoteplatz’s rights and obligations under the Agreement may be assigned to a subsequent owner or operator of the Service in a merger, acquisition or sale of all or substantially all of Remoteplatz’s assets. The Company must not assign or transfer the Agreement or any or all of its rights thereunder without the prior written consent of Remoteplatz. This Agreement will be binding on and will inure to the benefit of the legal representatives, successors and valid assigns of the parties hereto.
    3. Except as set forth in the Section 13 above, the Agreement may not be modified without the prior written consent of both parties. Any changes, amendments or the abrogation of the Agreement (partly or entirely) require written form (letter, fax or email); the requirement of written form can only be waived in written form.
    4. Except as set forth in the Section 13 above, the Agreement may not be modified without the prior written consent of both parties. Any changes, amendments or the abrogation of the Agreement (partly or entirely) require written form (letter, fax or email); the requirement of written form can only be waived in written form.
    5. The English version of these Terms of Service is decisive.By submitting the completed Recruiting Partnership Agreement (signed in writing or electronically), Company affirms and acknowledges that Company has read these Terms of Service in their entirety and agrees to be bound by all of its terms and conditions. If Company does not wish to be bound by these Terms of Service, Company should not submit an application to join the Service.