Terms and Conditions

Date: 31.12.2019

 

Candidates

luzid GmbH, Michelsfeld 1a, 36103 Flieden, Germany, Commercial Register: Fulda District Court, HRB 7442, Managing Director: Markus Druschel, René Schiebelhut, Value Added Tax ID: DE322330512 (hereinafter “luzid” or “us”) operates an online job placement platform at www.luzid.io and via other channels (“Service”). The service connects companies (“Company”) and candidates (“Candidate” or “Candidates”) to find the right person for the right job. Candidates are natural persons who, with the help of the service, are looking for permanent employment or freelance work. Companies are natural persons or business units that use the service to look for new employees or contractors.

 

  1. Scope
    1. luzid enables candidates to participate in the service within their own technical and practical possibilities. luzid provides all services in connection with the service for the Candidate exclusively on the basis of these Service Conditions (hereinafter “Candidate Service Conditions” or “Service Conditions”).
    2. luzid contradicts the validity of any general terms and conditions of candidates. General terms and conditions of candidates only become part of the agreement between the candidate and lucid, provided that lucid gives its express written consent in this regard.
    3. luzid is entitled to use the services of independent third parties regarding the Service (“Third Party Services”), such as app stores and social networks. The third-party service providers who offer the corresponding third-party services are not subject to the instructions of luzid. Third party services are not provided by luzid. luzid or the third party service provider will mark these services in an appropriate manner. Problems in connection with third party services are not covered by these terms of service. luzid is not responsible for third party services. Third party services may be subject to the terms and conditions of their providers.
    4. Applications for mobile devices (“Apps”) are usually not provided directly by luzid, but by a third party (“App Store”). A separate user account may be required for these purposes. luzid does not guarantee that the Service will have the same functionality and design on all mobile devices. Certain features and content may not be available. Candidates should read the functional description of the app in this regard.

  1. Eligible candidates
    1. luzid offers this service only to candidates who, are in search of being hired in accordance with section 7.2
    2. With his/her registration or participation in the service, the candidate confirms his/her majority and legal capacity.

  1. Registration of the candidate / entry into force of the agreement
    1. The participation of the candidate requires that the candidate has a binding agreement with luzid – as described below in point 3.4 defined – completes and sets up a candidate account (“Account”).
    2. The candidate must submit a request to participate in the service on the luzid website or otherwise.
    3. The application form must be completed in full by the candidate (and inform luzid of any future changes). The candidate may not use aliases or take other measures to conceal his/her true identity or contact information.
    4. By completing the Application, the Candidate makes a binding offer to enter into an agreement with lucid under these Terms of Service (“Agreement”).
    5. After luzid has reviewed the candidate’s application, lucid will notify him or her of acceptance or rejection to the service. In principle, a response will be given within five (5) working days after registration. luzid reserves the right to request additional information (see sections 6.1 and 6.2). The agreement is concluded with the declaration of acceptance of the candidate by luzid. luzid is not obliged to accept registrations.
    6. luzid is entitled, but not obliged, to verify the accuracy of the candidate’s information. For this purpose lucid is entitled to request documents proving the identity of the candidate, e.g. identity card. luzid is entitled to make the creation of an account dependent on an appropriate check.
    7. After registration, the candidate may have to go through a “design challenge” if he/she is significantly rated by the industry average to validate this information.
    8. Before sending the online application form, the candidate may print or save these terms of service on a durable medium

 

  1. Restrictions of use / Unauthorised behaviour
    1. luzid provides the Service solely for use in accordance with these Terms of Service. Automatic logging in is prohibited. Only the official “clients” and apps or websites provided by luzid may be used to connect to the Service. The Candidate shall not create, support, host, link or provide any other means by which others may use the Service.
    2. The candidate is not allowed to give his/her account to third parties without the written consent of luzid.
    3. The Candidate is not permitted to use any tools, devices or software in connection with the Service that could interfere with the functions of the Service. The candidate shall not take any action that could lead to inappropriate or excessive use of the technical capacity of luzid. In particular, the candidate is not permitted to block, overwrite or change the contents generated by luzid unless lucid has expressly permitted this in writing.
    4. The candidate will refrain from doing anything that could endanger the performance and availability of the service.
    5. In using the service, the Candidate will not violate any legal regulations, such as the penal code or the rights of third parties. The candidate assures not to contribute or transmit any illegal or immoral content in connection with the service. This includes in particular all contents (including member names etc.),
    6. This includes in particular any content (including member names etc.) that is false, inaccurate or misleading;
    7. that are abusive, racist, sexist, pornographic or obscene;
    8. that could damage the reputation of luzid;
    9. which are likely to infringe copyrights, patents, trademarks or other intellectual property rights, the rights to one’s own image and other personal rights or rights of third parties.
    10. The Candidate is not permitted to distribute commercial advertising for third party products or programs, to send unsolicited bulk e-mails and unsolicited advertising in connection with the Service. The candidate respects the privacy of third parties. In addition, the Candidate is not permitted to distribute in the Service unauthorized works of third parties that are protected by copyright or other rights. Nor may the candidate refer to offers with such contents.
    11. luzid is entitled to penalise violations of paragraph 4. Furthermore, luzid is entitled to delete corresponding infringing contents of the candidate. The same applies if there is concrete evidence of a violation of these service conditions by content that is illegal in any other way. There is no claim to recovery of deleted contents. Such a claim also expires if the restoration is not possible for technical reasons.
    12. Without the prior express written consent of luzid, any blocked candidate is prohibited from creating a new account. If this prohibition is circumvented, luzid has the right to permanently block the corresponding account without prior notice.
    13. The provisions of this section. 4 do not restrict luzid’s right of termination – in particular the right to terminate without notice – in accordance with Clause 12. Furthermore, they do not restrict the right of luzid to exercise the virtual domiciliary right.

 

  1. Functionality of the service / obligations of luzid
    1. luzid provides the service to connect candidates and companies. The service works as follows: The Candidate logs on to the service and provides his or her resume and other information as specified in the Service Terms or the Candidate Service Terms. Companies also register and create a profile. This profile is only visible to candidates in which the companies – as defined below – are interested. Companies can browse the profiles of candidates in a list and detailed view and decide to contact the respective candidate within the scope of an interview request. These interview requests contain an initial, non-binding proposal for a proposal as to which compensation model the company has in mind. The candidate can check the interview requests and view the profiles of the companies that sent the request. The candidate can accept or reject the interview request. If the candidate is rejected, the company can (at the candidate’s discretion) contact the candidate again with an adapted proposal. If the candidate accepts it, luzid creates a link between the candidate and the company.
    2. Once a candidate has been viewed by a company in the list view, it is considered presented by luzid (“presentation”). If the Candidate has been presented to the Company directly or through a third party in the twelve months prior to the presentation and the Company does not notify the Candidate in writing within five working days and provide conclusive evidence of the presentation, the Candidate will be deemed to have been presented through luzid. E-mail or messages in the Service are sufficient in this case. A candidate is considered to have already been presented, either directly or through a third party, if there is a written communication regarding the candidate, the candidate and the company are clearly identifiable therein and a clear possibility of the candidate being hired is evident from it.
    3. A presentation regarding the Service is valid for twelve months.
    4. luzid may – but is not obliged – from time to time, propose a particular candidate to a company or vice versa. In this case, the candidate is also considered presented. This can be done by e-mail, messaging service or telephone.
    5. luzid takes appropriate measures to bring the candidate and the company together. However, under no circumstances does luzid make any warranty or guarantee or otherwise assume any obligation that the candidate or company will find suitable employment or a suitable candidate through lucid and/or the Service.
  1. Obligations of the candidate
    1. The candidate provides the personal information requested in the mandatory and voluntary fields of the registration form.
    2. luzid may from time to time add mandatory or voluntary fields. The candidate may not transfer any personal data of third parties (i.e. data enabling the identification of a person) to lucid unless the data protection regulations permit such a transfer or the candidate has received the consent of the person concerned.a luzid is entitled to request additional information from the candidate in individual cases.
    3. Unless otherwise specified in these terms of service, lucid usually communicates with the candidate by e-mail. The candidate must ensure that he/she receives all e-mails sent by luzid to the e-mail address provided by the candidate in the course of the application or at a later date. The candidate will in particular configure the spam filter accordingly and regularly check all incoming e-mails at this address. luzid is also entitled to choose other suitable means of communication.
    4. The Candidate shall inform luzid in writing within five (5) working days if a company outside the service provided contacts the Candidate while his profile is visible to companies on the Platform.
    5. The candidate must keep all access data (login, passwords, etc.) for the service (“Access Data”) strictly confidential. The candidate shall inform luzid immediately if he/she becomes aware or suspects that an unauthorised third party is in possession of the access data.
    6. If luzid has reason to believe that an unauthorized third party is in possession of access data, lucid may, without assuming any responsibility in this regard and at its sole discretion, change the access data without prior notice or block the respective account. luzid will inform the candidate immediately and upon request the candidate will be provided with the new access data immediately. The candidate has no claim to the restoration of the original access data.
    7. If, through the fault of the candidate, a third party uses the access data, the candidate is liable for all actions and damages in this context. In this case, any access with the candidate’s access data is considered access by the candidate himself.
    8. luzid is not responsible for obtaining or assisting in obtaining labor or other permits and/or compliance with medical and other country-specific regulations and requirements necessary for the employment of the candidate.

 

  1. Suspension / Payment
    1. The use of luzid is free of charge for the candidate.
    2. The Candidate agrees to inform luzid in writing (via the Service or by e-mail) as soon as possible, but at the latest within five (5) working days, if it has been hired or otherwise engaged by a company (“Hiring”). luzid is entitled to contact Candidate to request status updates regarding ongoing negotiations.
    3. Recruitment means any kind of employment, temporary employment, assignment or other use of the candidate by the Company or any other person as defined in § 15 et seq. AktG (German Stock Corporation Act).
    4. The Candidate agrees that companies may submit all details of the contract to luzid.
    5. The Candidate must notify luzid within five (5) business days in writing of any reinstatement or equivalent by a company within a period of twelve (12) months following termination of the contract.
    6. The candidate is obliged to send the signed agreement to luzid as proof of the conclusion of the contract and for invoicing.
  1. Quality of the service / technical defects
    1. It is in the nature of the service that it is continuously developed and updated. By changing and developing the service, luzid aims to provide candidates with a helpful service and a pleasant experience. Therefore luzid grants the candidate access to the service in the available form or version. Changes and further developments can affect system and compatibility requirements. The candidate has no right to maintain or restore a certain level of service. Any defect claims of the candidate relating to the technical usability of the service itself remain unaffected. Due to the continuous development of the service, luzid reserves the right to offer new functions or to remove or change functions from the service. The Candidate agrees to these ongoing changes to the Service.
    2. Excluded from the warranty are such errors that are caused by external influences, such as operating errors of the candidate, force majeure or by changes or other manipulations not made by luzid.
    3. luzid does not assume any guarantees in legal terms, unless expressly stated in these terms of service.

 

  1. Limitation of liability / availability
    1. luzid shall only be liable under the provisions of this agreement in accordance with the provisions in Clause 9.1. until 9.5. Except in case of intent or gross negligence, any liability of luzid is excluded. The same applies to slight negligence by vicarious agents or assistants. However, this does not apply to the following cases:
    2. luzid is liable without limitation for damages caused intentionally or by gross negligence by luzid, its legal representatives or executive employees as well as for damages caused intentionally by other vicarious agents; in case of gross negligence of other vicarious agents, luzid is liable in accordance with the provisions for simple negligence in Section 9.8.
    3. luzid is liable without limitation for death, bodily injury or damage to health that is attributable to intent or negligence on the part of luzid, its legal representatives or vicarious agents.
    4. If luzid assumes a guarantee, lucid is liable for damages caused by the absence of guaranteed properties up to the amount covered by the guarantee purpose and which was foreseeable for luzid at the time of the guarantee declaration.
    5. Within the scope of product liability, luzid is liable without limitation according to the product liability law.
    6. luzid is liable for damages caused by negligent (including simple negligence) or intentional violation of its main obligations by luzid, its legal representatives or agents.
    7. Primary obligations are such basic obligations which constitute the essence of the agreement, were decisive for its conclusion and on the fulfilment of which the candidate can rely.
    8. If luzid breaches its main obligations through simple negligence, the liability of luzid is limited to the amount that luzid could foresee at the time of the provision of the services.
    9. Claims for damages are limited to ten (10) times the fees set forth in these Terms of Service for the last twelve (12) months.
    10. Subject to clause 9.1 and except in the case of wilful misconduct, luzid shall not be liable for any indirect or consequential damages in connection with this agreement or its subject matter, whether such liability arises from negligence, breach of contract, misrepresentation or otherwise, including but not limited to loss of profit, interruption of business and/or interruption of the activities of the Candidate or its clients, unless otherwise expressly provided in these Terms of Service.
    11. luzid ensures an availability of the service of 99% (ninety nine percent) on an annual average. Periods during which the service is not possible due to technical or other problems beyond the control of luzid (such as force majeure or third party fault) and during which routine maintenance work is carried out are excluded. luzid may restrict access to the Service if necessary for network security, maintenance of network integrity or prevention of serious malfunctions of the network, software or stored data. The rights of the candidate in the event of intent or gross negligence remain unaffected.
  1. Intellectual property / compensation
    1. luzid or the respective licensor is the exclusive owner or sole holder of rights to all content of the Service. The content is protected by national and international law and especially by copyright. Unauthorized distribution, reproduction, deletion or other infringement of industrial property rights and copyrights of lucid will be prosecuted under civil and criminal law.
    2. All rights not expressly granted in these Terms of Service are reserved luzid. luzid retains all right, title and interest in and to the Service (other than Licensed Content and Third Party Content), including all data (such as usage data and statements thereof), information and related software. Candidate acknowledges that the Software, information, content and data related to the Service (such as usage data or compilations thereof) are protected by copyright and/or similar rights for luzid and may contain trade secrets or other intellectual or industrial property rights owned or licensed by luzid.
    3. The candidate guarantees that it has the right (i) transmit the information to the Service; and (ii) may grant luzid the right to use the information as described above
    4. Candidate hereby agrees to indemnify, defend and hold harmless luzid and its subsidiaries, directors, officers, employees, owners and agents from and against all claims, proceedings, demands, liabilities, losses, damages, judgments, payments, 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, undertaking, limitation or obligation made by the Candidate herein (ii) incorrect use by the candidate.
  1. Confidentiality
    1. Unless agreed to by luzid or otherwise stated in these Terms of Service, Candidate agrees that all information, including without limitation, business information, company profile information such as salary information and tech stack information regarding luzid or any customer of luzid, provided by or on behalf of luzid shall remain strictly confidential and proprietary and shall not be used by Candidate, directly or indirectly, for any purpose other than Candidate’s participation in the Service (“Confidential Information”).
    2. In particular, the Candidate will not use any information obtained in connection with the Service to develop, promote or exercise a service that competes with the Service or assist any other party in doing so.
    3. After and during the term of this agreement, neither party shall use or disclose confidential Information of the other Party for any purpose not related to this agreement. Any exception to this must be obtained in advance.
    4. The foregoing restriction shall not apply to Information that has been developed independently by the receiving Party without access to the other Party’s Confidential Information, or that has been lawfully obtained from a third party, or that has been released in writing for disclosure by the disclosing Party or has been made public, without the receiving Party being in breach of this Section, or where it is necessary to disclose the information to a competent legal or governmental authority, provided that the receiving Party notifies the disclosing Party in writing without delay and prior to disclosure and assists the disclosing Party in obtaining an order protecting the information from disclosure.

 

 

 

  1. term / termination
    1. This agreement shall enter into force on the date of approval of the candidate’s application by luzid and shall remain in force until terminated as set out below.
    2. Either Party has the right to terminate this Agreement by giving five (5) business days’ notice, unless otherwise agreed in writing.
    3. item 7 and 11 shall continue to apply beyond the termination of the agreement; Clauses 11 for five (5) years.
    4. The parties may terminate the agreement at any time for good cause.
    5. Termination must be in writing, whereby written form also means e-mail. Upon request, the reasons for an extraordinary termination must be communicated immediately in writing if they are not already listed in the notice of termination. An ordinary termination does not require a statement of the reasons for termination.
  1. Privacy Policy
    1. lucid processes and uses the Candidate’s data collected during the execution of the Agreement and within the scope of these Terms of Service to the extent necessary to fulfil the Agreement in accordance with all applicable European and German data protection regulations. The privacy policy of luzid applies (available at https://www.luzid.io/datenschutz/)
    2. The Candidate understands that fulfilling the Agreement involves the transfer of personal information to companies with which luzid works to refer the Candidate and to find the right person for the right job in accordance with these Terms of Service and the Privacy Policy.
    3. The candidate is aware that luzid can contact the candidate by phone, e-mail or messaging service and suggest suitable companies.

 

  1. Changes to the terms of service
    1. Any registration with the Service is subject to these Terms of Service.
    2. luzid is entitled to make changes to these Terms of Service (including amendments) at any time in the future if necessary (in particular if there are changes in the Service or changes in applicable law, such as legislation or jurisdiction) and provided that the Candidate is not disadvantaged contrary to good faith.
    3. The candidate will be informed about changes in the service conditions in an appropriate form. luzid notifies the candidate via the service or by e-mail. Changes to the terms of service will be indicated to the candidate at the first registration after the respective changes or additions.
    4. The Candidate may object to changes to the Agreement within a period of six (6) weeks after receipt of the relevant notification of the changes and the opportunity to take note thereof. It is recommended that the candidate submits his objection in writing (for example by e-mail).
    5. The changes to the service conditions become binding if the candidate (i) does not object to the amendments within the period specified above; or (ii) continues to use the Service after the expiry of the period specified above.
    6. luzid will inform the candidate, as part of the notification of changes to the service conditions, about the possibility of objecting to the changes and the associated legal consequences, in particular the legal consequences of failure to object.
    7. If the candidate objects to the changes in due time, either party may terminate the agreement by giving one month’s notice, unless the termination is to be notified in accordance with Clause 4. 12 possible without notice. Until termination, the contractual relationship between the candidate and luzid is subject to the previous version of the agreement. The candidate is not entitled to further claims against luzid.

 

 

  1. Applicable law / legal venue
    1. This Agreement shall be governed by and construed in accordance with German law. If the candidate is resident in the EU, he must not be deprived of the protection offered by the binding consumer protection law of his country of residence. If the candidate takes legal action, the complaint must be filed with a German court or the court of the candidate’s place of residence.
  1. General provisions
    1. This Agreement contains the entire agreement between luzid and the Candidate with respect to the subject matter hereof and supersedes all prior or contemporaneous written or oral agreements or understandings. Candidate’s terms and conditions do not become part of the agreement unless luzid has accepted them in writing.
    2. All rights and obligations of luzid under the Agreement may be assigned to a subsequent owner or operator of the Service as part of a merger, acquisition or sale of all or substantially all of the assets of luzid. The Candidate may not assign or transfer this agreement or any or all of its rights without the prior written consent of luzid. This Agreement is binding on the legal representatives, successors and valid proxies of the parties.
    3. Subject to the provisions in clause 14, the agreement may not be amended without the prior written consent of both parties. Changes, additions or the cancellation of the agreement (in whole or in part) must be made in writing (letter, fax or e-mail); the requirement of the written form can only be waived in writing.
    4. Each party to the Agreement shall be an independent contractor in relation to the other party in respect of all matters arising under this Agreement. Nothing in this Agreement shall be construed to create a partnership, joint venture, association or employment relationship between the parties.
    5. Failure by luzid to act against a breach by the candidate does not remove the right of luzid to act in respect of that breach or subsequent or similar breaches. No consent or waiver by luzid under these Terms of Service shall be effective unless in writing and signed by a duly authorized representative of luzid.
    6. The section headings used in these Terms of Service are for convenience only and shall not affect the interpretation of the Agreement.
    7. The German version of these service conditions is authoritative.
    8. By submitting an application to participate in the Service, the Candidate confirms that the Candidate has read these Terms of Service in full and agrees to be bound by all applicable terms. If the Candidate does not wish to be bound by these Terms of Service, the Candidate should not submit a request to participate in the Service.

 

For companies

luzid GmbH, Michelsfeld 1a, 36103 Flieden, Germany, Commercial Register: Fulda District Court, HRB 7442, Managing Director: Markus Druschel, René Schiebelhut, VAT ID: DE322330512 (hereinafter “luzid” or “us”) operates an online job placement platform at www.luzid.io and via other channels (“Service”). Der Dienst verbindet Unternehmen (“Unternehmen”) und Kandidaten (“Kandidat” oder “Kandidaten”), um die richtige Person für die richtige Stelle zu finden. Candidates are natural persons who, with the help of the service, are looking for permanent employment or freelance work. Companies are natural persons or business units that use the service to look for new employees or contractors. Agreement means the “Cooperation Agreement” and these Terms of Service.

 

  1. Scope
    1. luzid enables companies to participate in the service within their own technical and practical possibilities. luzid provides all services in connection with the service for the company exclusively on the basis of these service conditions (hereinafter referred to as “company service conditions” or “service conditions”).
    2. luzid contradicts the validity of any general terms and conditions of companies. General terms and conditions of companies only become part of the agreement between the company and luzid, provided that luzid gives its express written consent thereto.
    3. luzid is entitled to use the services of independent third parties regarding the Service (“Third Party Services”), such as app stores and social networks. The third-party service providers who offer the corresponding third-party services are not subject to the instructions of luzid. Third party services are not provided by luzid. luzid or the third party service provider will identify these services in an appropriate manner. Problems in connection with third party services are not covered by these terms of service. luzid is not responsible for third party services. Third party services may be subject to the terms and conditions of their providers.
    4. Applications for mobile devices (“Apps”) are usually not provided directly by luzid, but by a third party (“App Store”). A separate company account may be necessary for these purposes. luzid does not guarantee that the Service will have the same functionality and design on all mobile devices. Certain features and content may not be available. Companies should read the functional description of the app in this regard.
  1. Restrictions of use / Unauthorised behaviour
    1. luzid provides the Service solely for use in accordance with these Terms of Service. Automatic registration is not allowed. Automatic logging in is also prohibited. Only the official “clients” and apps or websites provided by luzid may be used to connect to the Service. The Company may not create, support, host, link or provide any other means by which others may use the Service.
    2. The company is not allowed to pass on his/her account to third parties without the written consent of luzid.
    3. The Company may not use any tools, devices or software in connection with the Service that may interfere with the operation of the Service. The company may not take any measures that could lead to inappropriate or excessive use of the technical capacity of luzid. In particular, the company is not permitted to block, overwrite or change the contents generated by luzid, unless luzid has expressly permitted this in writing.
    4. The company will refrain from doing anything that could endanger the performance and availability of the service.
    5. In using the Service, the Company will not violate any legal provisions, such as the Criminal Code or the rights of third parties. The company assures not to contribute or transmit any illegal or immoral contents in connection with the service. This includes in particular all contents (including member names etc.),
    6. This includes in particular any content (including member names etc.) that is false, inaccurate or misleading;
    7. that are abusive, racist, sexist, pornographic or obscene;
    8. that could damage the reputation of luzid;
    9. which are likely to infringe copyrights, patents, trademarks or other intellectual property rights, the rights to one’s own image and other personal rights or rights of third parties.
    10. The Company is not permitted to distribute commercial advertising for third party products or programs, to send unsolicited bulk emails and unwanted advertising in connection with the Service. The company respects the privacy of third parties. In addition, the Company is not permitted to disseminate unauthorized third party works protected by copyright or other rights in the Service. Nor may the company refer to offers with such contents.
    11. luzid shall be entitled to suspend infringements of Clause …to stop two. Furthermore, luzid is entitled to delete corresponding infringing contents of the company. The same applies if there is concrete evidence of a violation of these service conditions by content that is illegal in any other way. There is no claim to recovery of deleted contents. Such a claim also expires if the restoration is not possible for technical reasons.
    12. The provisions of this section. 2 restrict luzid’s right of termination – in particular the right to terminate without notice – in accordance with Clause 2. 11 not included. Furthermore, they do not restrict the right of luzid to exercise the virtual domiciliary right.

 

  1. Functionality of the service / obligations of luzid
    1. luzid provides the service to connect candidates and companies. The service works as follows: The candidate logs on to the service and makes his or her profile available. Companies create a profile after signing the “cooperation agreement”. This profile is only visible to candidates in which the companies – as defined below – are interested. Companies can browse the profiles of candidates in a list and detail view and decide to contact the respective candidate via the detail view as part of an interview request. These interview requests contain an initial, non-binding proposal for a proposal as to which compensation model the company has in mind. The candidate can check the interview requests and view the profiles of the companies that sent the request. The candidate can accept or reject the interview request. If the candidate is rejected, the company can (at the candidate’s discretion) contact the candidate again with an adapted proposal. If the candidate accepts it, luzid creates a link between the candidate and the company.
    2. Once a candidate has been viewed by a company in the detailed view, it is considered to be presented by luzid (“presentation”). If the Candidate has been presented to the Company directly or through a third party in the twelve months prior to the presentation and the Company does not notify the Candidate in writing within five working days and provide conclusive evidence of the presentation, the Candidate will be deemed to have been presented through luzid. E-Mail oder Nachrichten im Dienst sind in diesem Fall ausreichend. A candidate is considered to have already been presented, directly or through a third party, if there is a written communication regarding the candidate, the candidate and the company are clearly identifiable therein and a clear possibility of the candidate being hired is evident from this.
    3. luzid may – but is not obliged – from time to time, propose a particular candidate to a company or vice versa. In this case, the candidate is also considered presented. This can be done by e-mail, messaging service or telephone.
    4. luzid takes appropriate measures to bring the candidate and the company together. However, under no circumstances does luzid make any warranty or guarantee or otherwise assume any obligation that the candidate or the company will find suitable employment or a suitable candidate through luzid and/or the Service.

 

  1. Obligations of the company
    1. The company provides the information requested in the mandatory and voluntary fields of the registration form or information requested by luzid via e-mail.
    2. luzid may from time to time add mandatory or voluntary fields. luzid is also entitled to request additional information from the company in individual cases. The Company may not transfer any personal data (i.e. data which enables the identification of a person) to lucid unless the data protection regulations permit such a transfer or the Company has received the consent of the person concerned.
    3. Unless otherwise specified in these terms of service, luzid usually communicates with the company by e-mail. The company must ensure that it receives all e-mails sent by luzid to the e-mail address provided by the Candidate during the application process or at a later date. The company will in particular configure the spam filter accordingly and regularly check all incoming e-mails at this address. luzid is also entitled to choose other suitable means of communication.
    4. The Company must treat all access data (login, passwords etc.) for the Service (“Access Data”) as strictly confidential. The company will inform luzid immediately if it becomes aware or suspects that an unauthorized third party is in possession of the access data.
    5. If luzid has reason to believe that an unauthorized third party is in possession of access data, lucid may, without assuming any responsibility in this regard and at its sole discretion, change the access data without prior notice or block the respective account. luzid will inform the company immediately and upon request will provide the company with the new access data without delay. The company has no right to demand that the original access data be restored.
    6. If a third party uses the access data due to the fault of the company, the company is liable for all actions and damages in this context. In this case, any access using the company’s access data is considered access by the company itself.
    7. During the term of this agreement, the Company will not take any action or provide any assistance that would cause an employee of luzid or any of its affiliates to terminate his or her employment with luzid or any of its affiliates. This shall apply to the extent permitted by Section 75 of the German Commercial Code (HGB).
    8. luzid is not responsible for obtaining or assisting in obtaining labor or other permits and/or complying with medical and other country specific regulations and requirements necessary for the employment of the candidate, unless otherwise agreed in writing.
    9. lucid relies on the information provided by the candidates. The company is obliged to satisfy itself that the candidate is suitable for the position in question and meets the company’s requirements.

 

  1. Suspension / Payment
    1. The Company undertakes to inform luzid in writing (via the Service or by e-mail) as soon as possible and at the latest within the days specified in the “Cooperation Agreement” if the Company has hired or otherwise commissioned the candidate presented (“Hiring”). The information must include a copy of the employment contract, which must contain the date of commencement, the date of signing the contract and details of the salary as defined in Section 5.3′). luzid is entitled to contact companies to request status updates regarding ongoing negotiations.
    2. Recruitment means any kind of employment, temporary employment, assignment or other use of the candidate by the Company or any other person as defined in § 15 et seq. AktG (German Stock Corporation Act).
    3. If the candidate, during the period of a presentation as defined in point 5.2, luzid will receive a commission based on the candidate’s salary (“remuneration”), as stipulated in the “Cooperation Agreement”. Remuneration includes the gross basic salary or remuneration, bonus (guaranteed and/or expected), commissions, allowances, benefits, shift allowances, location weightings and call-out allowances and any other remuneration received or expected to be received by the candidate in the first year of placement. Exceptions are compensation paid by the company to the candidate to offset expenses (e.g. travel expenses, transfer, visa application) as well as share capital, stock options or similar compensation options. For clarification: bonus payments based on the success of the company are not excluded. The company undertakes to inform luzid not only about the recruitment but also about the remuneration.
    4. If the hiring period is less than twelve (12) months, luzid’s commission will be calculated pro rata. Subsequent adjustments, renewals, extensions or similar shall be added to the pro rata calculation until the amount specified in point 5.3 defined height is reached. This applies for a period of up to twenty-four (24) months after the initial setting. The company must notify luzid according to section 5.1.
    5. The terms of payment are governed by the “Cooperation Agreement”.
    6. The company is entitled to a refund if the recruitment is terminated. A recruitment shall be considered terminated when the notice of termination has been signed and takes effect within the period laid down in the “Cooperation Agreement”. The refund is subject to the conditions set out in the “Cooperation Agreement” and will be paid out within fourteen (14) days after the credit is issued.
    7. The Company must notify luzid within five (5) business days in writing of any reinstatement or equivalent by a company within a period of twelve (12) months after termination of the Agreement. In this case luzid is entitled to reclaim the refund and issue an invoice. The terms of payment in section. 5.5.
    8. The company is obliged to send the signed agreement to luzid as proof of the conclusion of the contract and for invoicing.

 

  1. No circumvention
    1. The company expressly agrees to refrain from contacting a candidate who is about to be placed, either directly or through third parties, in particular recruitment agencies, with regard to the recruitment of a presented candidate. The period of a presentation defined in the “Cooperation Agreement” shall apply.
    2. Any direct or indirect business relationship between the Company and the Candidate or Recruiters in relation to the above services and the relevant Candidate must either involve lucid as an intermediary or require the prior written consent of luzid.
    3. The company is personally responsible for complying with this obligation and may not use any means to circumvent the relevant obligation.
    4. Violation of this clause will result in a contractual penalty, which may be determined by luzid at its reasonable discretion, subject to review by an independent court at the seat of luzid. The penalty should be not less than five times the financial loss caused by that tort, but not less than EUR 25 000.
    5. This does not exclude a liability for damages.
    6. If the Company can prove that it has entered into a business relationship with recruiters or the Candidate in relation to the relevant Candidate prior to the placement of the Candidate using the Service, this Clause will be deleted. 6 not enforced.

 

  1. Quality of the service / technical defects
    1. It is in the nature of the service that it is continuously developed and updated. By changing and developing the service, luzid aims to provide the company with a helpful service and a pleasant experience. Therefore luzid grants the company access to the Service in the available form or version. Changes and further developments can affect system and compatibility requirements. The company has no right to maintain or restore a certain level of service. Any defect claims of the company, which refer to the technical usability of the service itself, remain unaffected. Due to the continuous development of the service, luzid reserves the right to offer new functions or to remove or change functions from the service. The Company agrees to these ongoing changes to the Service.
    2. Excluded from warranty are such errors that are caused by external influences such as operating errors of the company, force majeure or by changes or other manipulations not carried out by luzid.
    3. luzid does not assume any guarantees in legal terms, unless expressly stated in these terms of service.

 

  1. Limitation of liability / availability
    1. luzid shall only be liable under the provisions of this agreement in accordance with the provisions in Clause 8.1.1 to 8.1.5. Except in case of intent or gross negligence, any liability of luzid is excluded. The same applies to slight negligence by vicarious agents or assistants. However, this does not apply to the following cases:
    2. luzid shall be liable without limitation for damages caused intentionally or by gross negligence by luzid, its legal representatives or executive employees as well as for damages caused intentionally by other vicarious agents; in the event of gross negligence of other vicarious agents, luzid shall be liable in accordance with the provisions for simple negligence in Clause 3. 8.1.5.1.
    3. luzid is liable without limitation for death, bodily injury or damage to health that is attributable to intent or negligence on the part of luzid, its legal representatives or vicarious agents.
    4. If luzid assumes a guarantee, lucid is liable for damages caused by the absence of guaranteed properties up to the amount covered by the guarantee purpose and which was foreseeable for luzid at the time of the guarantee declaration.
    5. Within the scope of product liability, luzid is liable without limitation according to the product liability law.
    6. luzid is liable for damages caused by negligent (including simple negligence) or intentional violation of its main obligations by luzid, its legal representatives or agents.
    7. Principal obligations are those basic obligations which constitute the essence of the agreement, were decisive for its conclusion and on the fulfilment of which the company can rely.
    8. If luzid breaches its main obligations through simple negligence, the liability of luzid is limited to the amount that luzid could foresee at the time of the provision of the services.
    9. Claims for damages are limited to ten (10) times the fees provided in these Terms of Service for the last twelve (12) months.
    10. Subject to clause 8.1 and except in case of willful misconduct, luzid shall not be liable for any indirect or consequential damages in connection with this Agreement or its subject matter, whether such liability is based on negligence, breach of contract, misrepresentation or otherwise, including but not limited to loss of profit, interruption of business and/or interruption of operations of the Company or its customers, except as otherwise expressly provided in these Terms of Service.
    11. luzid ensures an availability of the service of 99% (ninety nine percent) on an annual average. Periods during which the service is not possible due to technical or other problems beyond the control of luzid (such as force majeure or third party fault) and during which routine maintenance work is carried out are excluded. luzid may restrict access to the Service if necessary for network security, maintenance of network integrity or prevention of serious malfunctions of the network, software or stored data. The rights of the company in case of intent or gross negligence remain unaffected.

 

  1. Intellectual property / compensation
    1. luzid or the respective licensor is the exclusive owner or sole holder of rights to all content of the Service. The content is protected by national and international law and especially by copyright. Unauthorized distribution, reproduction, deletion or other infringement of industrial property rights and copyrights of lucid will be prosecuted under civil and criminal law.
    2. luzid grants the Company a non-exclusive, non-transferable and revocable right to use the Service solely in accordance with these Terms of Service. luzid does not grant to the Company any license, express or implied, with respect to the intellectual or industrial property of luzid or its licensors, except for a limited right of use under these Terms of Service and for the duration of the Agreement.
    3. All rights not expressly granted in these Terms of Service are reserved luzid. luzid retains all right, title and interest in and to the Service (other than Licensed Content and Third Party Content), including all data (such as usage data and statements thereof), information and related software. The Company acknowledges that the Software, information, content and data related to the Service (such as usage data or compilations thereof) are protected by copyright and/or similar rights for luzid and may contain trade secrets or other intellectual or industrial property rights owned or licensed by luzid.
    4. The company guarantees that it has the right (i) transmit the information to the Service; and (ii) grants luzid the right to use the information as described above
    5. The Company hereby agrees to indemnify, defend and hold harmless luzid and its subsidiaries, directors, officers, employees, owners and agents from and against all claims, proceedings, demands, liabilities, losses, damages, judgments, payments, 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, undertaking, restriction or obligation made by the Company herein (ii) incorrect use by the entity or a party controlled by the entity

 

  1. Confidentiality
    1. Except as agreed to by luzid or otherwise stated in these Terms of Service, the Company agrees that all information, including without limitation the terms of the Agreement, business information, customer lists, pricing and sales information, resumes and work samples, regarding luzid or any other customer of luzid, provided by or on behalf of luzid shall remain strictly confidential and proprietary and shall not be used by the Company, directly or indirectly, for any purpose other than the Company’s participation in the Service (“Confidential Information”).
    2. In particular, the Company will not use any information obtained in connection with the Service to develop, promote or exercise a service that competes with the Service or assist any other party in doing so.
    3. After and during the term of this agreement, neither party shall use or disclose confidential Information of the other Party for any purpose not related to this agreement. Any exception to this must be obtained in advance.
    4. The foregoing restriction shall not apply to Information that has been developed independently by the receiving Party without access to the other Party’s Confidential Information, or that has been lawfully obtained from a third party, or that has been released in writing for disclosure by the disclosing Party, or that has become public, without the receiving Party being in breach of this Section, or where it is necessary to disclose the information to a competent legal or governmental authority, provided that the receiving Party notifies the disclosing Party in writing without undue delay before disclosure and assists the disclosing Party in obtaining an order protecting the information from disclosure.
    5. luzid may use collected and anonymous data for statistical and marketing purposes. luzid may use collected and anonymous data for statistical and marketing purposes.

 

  1. term / termination
    1. This Agreement shall enter into force on the date of approval of the Company’s application for luzid and shall remain in force until terminated as set out below.
    2. Either Party has the right to terminate the Agreement with seven (7) business days’ notice, unless otherwise agreed in writing.
    3. clause 5, 6 and 10 shall continue to apply beyond the termination of the agreement; Clause 10 for five (5) years.
    4. The parties may terminate the agreement at any time for good cause.
    5. Either Party has the right to terminate the Agreement immediately in writing, provided that:
    6. the other party no longer continues its business activities or threatens to do so;
    7. the other party is the subject of a petition in bankruptcy or becomes insolvent or enters into any arrangement or composition with its creditors or makes any assignment for the benefit of such creditors or if the assets of the other party are the subject of any form of attachment or the other party is wound up, either voluntarily (other than for the purposes of reconstruction or merger) or compulsorily, which is not rectified within ninety (90) days, or a receiver or administrator is appointed over the assets of the other.
    8. Termination must be in writing, whereby written form also means e-mail. Upon request, the reasons for an extraordinary termination must be communicated immediately in writing if they are not already listed in the notice of termination. An ordinary termination does not require a statement of the reasons for termination.

 

  1. Privacy Policy
    1. luzid processes and uses the company’s data collected during the execution of the agreement and within the scope of these Terms of Service to the extent necessary to fulfil the agreement in accordance with all applicable European and German data protection regulations. The privacy policy of luzid applies (available at https://www.luzid.io/datenschutz )
    2. The Company is aware and agrees that luzid may contact the Company by telephone, email or messaging service and may suggest suitable candidates.
    3. The company is obliged to process the transmitted personal data in accordance with the applicable European and German data protection regulations and to delete personal data as soon as the data is no longer required for the respective purpose or legal deletion periods have expired. The Company is not entitled to transfer personal data of the Candidate to third parties, unless there is a corresponding contract for commissioned data processing.
  1. Changes to the terms of service
    1. Any registration with the Service is subject to these Terms of Service.
    2. luzid is entitled to make changes to these Terms of Service (including amendments) at any time in the future if necessary (in particular if there are changes in the Service or changes in the law applicable to it, such as legislation or case law) and provided that the company is not disadvantaged against good faith.
    3. The company will be informed about changes in the service conditions in an appropriate form. luzid notifies the company about the service or by e-mail. Changes to the terms of service will be indicated to the candidate at the first registration after the respective changes or additions.
    4. The Company may object to changes to the Agreement within a period of two (2) weeks after receipt of the relevant notification of the changes and the opportunity to become aware of them. It is recommended that the company submits its objection in writing (for example by e-mail).
    5. The amendments to the terms and conditions of service shall become binding if the company (i) does not object to the amendments within the period specified above; or (ii) continues to use the Service after the expiry of the period specified above.
    6. luzid will inform the company about the possibility of an objection to the changes and the associated legal consequences, in particular the legal consequences of failure to object, as part of the notification of changes to the terms of service.
    7. If the company objects to the changes in good time, either party may terminate the agreement by giving one month’s notice, unless the termination has been notified in accordance with Clause 4. 11 possible without notice. Until termination, the contractual relationship between the Company and luzid is governed by the earlier version of the agreement. The company is not entitled to further claims against luzid.
    8. Changes to the terms of the “Cooperation Agreement” must be agreed in writing and accepted by both parties.
  1. Applicable law / legal venue
    1. This Agreement shall be governed by and construed in accordance with German law. The Company irrevocably submits to the exclusive jurisdiction of the German courts in Fulda for any claim, dispute or matter arising out of or relating to this Agreement or its enforceability.

 

  1. General provisions
    1. The Agreement contains the entire agreement between lucid and the Company relating to the subject matter of the Agreement and supersedes all prior or contemporaneous agreements or understandings, written or oral. Terms and conditions of the company do not become part of the agreement, unless luzid has accepted them in writing.
    2. All rights and obligations of luzid under the Agreement may be assigned to a subsequent owner or operator of the Service as part of a merger, acquisition or sale of all or substantially all of the assets of luzid. The Company may not assign or transfer this Agreement or any or all of its rights without the prior written consent of luzid. This Agreement is binding on the legal representatives, successors and valid proxies of the parties.
    3. Subject to the provisions in clause 13, the agreement may not be amended without the prior written consent of both parties. Changes, additions or the cancellation of the agreement (in whole or in part) must be made in writing (letter, fax or e-mail); the requirement of the written form can only be waived in writing.
    4. The German version of these service conditions is authoritative.
    5. By submitting the “Cooperation Agreement” (signed or electronic), the Company confirms that the Company has read these Terms of Service in full and agrees to be bound by all applicable terms. If the company does not wish to be bound by these terms and conditions of service, the company should not submit a request to participate in the service.