Worknector ® Terms & Conditions
Last Modified: [22 May 2020]
Worknector OÜ (“Worknector”, “we”, “us”, “our”), Estonia pst 5, 10143 Tallinn, Estonia, email: firstname.lastname@example.org (see imprint) operates the worknector.de website, (“Service”, “Website”). The Service brings employers ("Company", "Companies", “your”, or “you”) and applicants ("Talent" or "Talents") into contact with each other with the intention of establishing work/business relations. Talents are natural persons searching for new jobs or freelance contracts through the Service. Companies are natural persons or legal entities searching to recruit new workers or contractors through the Service.
You agree that the Service shall not be used by persons or companies representing or acting as recruiting agencies, recruiting consultants, or headhunters. By registering an account and creating a profile on the Website, you represent and warrant that you are not such a person or company and that you are using the Services on behalf, on account, and for the benefit of one direct employer only.
1. Sphere of application.
The contractual arrangement between Worknector and the Company, as well as all other potential commercial relationships, shall be regulated strictly by this Agreement unless stipulated otherwise.
Worknector herewith excludes all other Company terms and conditions. They shall not apply until Worknector specifically refers in writing to any other terms and conditions. The above shall also occur insofar and as long as the scope of the terms and conditions of the company stretches beyond the meaning of this Agreement.
Worknector can amend this Agreement upon the issuance of a notice. This revised Agreement shall then refer strictly to future commercial ties. Any such changes shall be considered to have been approved by the Company unless the Company disagrees in writing within five (5) weeks of the receipt of the change. For future reference, you are advised to download and/or print a copy of this Agreement that applies to the Service as it may be amended from time to time.
2. Subject of the Agreement.
The Service provides the Company with the possibility to identify suitable Talents for the recruiting of new staff (permanent staff) or contractors (freelance (project) workers).
The Company shall be responsible for the payment of fees as set out in Section 5 below if the Company hires a Talent or if a contract has been made between the Company and the Talent as set out in Section 4 below.
Worknector shall not provide any guarantee to exclude competitors of the Company from engaging its services.
Worknector provides a way to connect a Talent and the Company and, therefore, is not obliged to check the Talent's background. Nevertheless, Worknector retains the right to carry out such checks at any time to improve its services. When providing permanent jobs or contract assignments, the Company is responsible for checking the Talent's background (skill set, expertise, credentials, etc.) in essence.
3. Agreement conclusion.
The Agreement is considered concluded if the Company has begun creating or has created/completed a Company profile/account on the Website via a special weblink sent by Worknector following the Company’s request for the email as specified in the demo request mask. The Company’s account will be activated on the Website immediately after it has been checked.
The Company confirms that it has provided authentic, honest, full, and up-to-date information, that it has exposed its true identity, and that it shall create only one Company account for use on the Website.
Once Worknector activates the Company account, the Company can search for suitable Talents for permanent employment or establish a project to recruit freelance workers as outlined in Section 4.
4. Recruitment via the Service.
The Company should provide a complete position or project description ("Job") to Worknector and, if applicable, additional details through forms on the Company account. Worknector will review the Job and activate it to promote the Job on the Website within the current Worknector talent pool and/or any other channel deemed suitable by Worknector.
If there are suitable Talents, Worknector will provide the Company with the profiles of these Talents for it to further send Invitations to them or to receive applications from them, as described below.
As a Service user, the Talent can apply to other Jobs directly and is visible to all other companies looking for workers with similar profiles. The Company is then able to:
- invite the Talent to consider a Company's Job posted on the Website and to initiate the application process without any legal obligation (“Invitation”). The Talent must respond to the Invitation within a period of two (2) business days of receiving the Invitation. Every Talent has the option of responding to more than one Invitation. The result of accepting an Invitation by the Talent constitutes their Application.
- receive direct applications from any Talent without an Invitation from the Company.
The Company must consider any application (application by Invitation or direct application) within a period of four (4) days and accept or reject it.
When the Company has identified a suitable Talent on the Website, it commits to providing Worknector, as well as the named Talent, with continuous progress updates on the Talent selection during the application process at least once every seven (7) days by updating the application status on the Company's user account.
Any binding job offer that the Company wants to present to the Talent may be addressed verbally, by post, or by email at the end of the application process. Whether or not the Company and the Talent enter into a contract with each other is the sole responsibility of both parties. Worknector does not ensure the conclusion of a contract between the Company and the Talent.
The Company shall then be responsible for fee payments as set out in Section 5 of this Agreement upon conclusion of the contract between the Company and the Talent.
The application process shall be considered complete if (A) the Company and the Talent enter into a contract with each other, or if either (B) the Company or (C) the Talent or (D) Worknector declares the application process to be complete ("Completion of the Application Process").
5. Service fees and their payment.
The Company shall not pay any fees when posting new jobs, receiving information about Talents and applications from Talents, or creating a company profile on the Website. This section only applies when the Company or other entities as stated below successfully hires a Talent with the help of the Service.
In the event of a contract conclusion with the Talent, the Company commits to notifying Worknector in writing (through the Website or by email) as soon as possible, but no later than within ten (10) business days upon conclusion of the contract between the Company (or a subsidiary or an affiliate controlled by or controlling the Company ("Client Entity")) and the Talent.
The notification must include information about the starting date of the contract, the date the contract was signed, and details about the Gross Annual Salary (“GAS”). Worknector is allowed to contact the Company to obtain status updates on ongoing negotiations as well as to request soft copies of key pages of the original contract to identify the named data. The Company must provide Worknector (through the Website or by email) with these data within five (5) business days after Worknector's request.
GAS shall include gross base salary or fees, bonuses (guaranteed and/or anticipated), commissions, expenses, inducement payments, variable expenses, relocation packages, call-out allowances, and any other compensation including non-performance-related bonuses such as a sign-on bonus, Christmas bonus, etc. that the Talent receives or is expected to receive within the first year of their placement. Excluded are compensations paid to the Talent by the Company to cover working expenditures (e.g. traveling, transfer, application for a visa) as well as any shares, share options, or equivalent incentive opportunities.
Monthly remuneration (for freelance roles) shall include the amount of the monthly remuneration according to the figures in the invoices received by the Company from the Talent over a period of a maximum of 12 months.
Where the Company enters into a contract for any kind of Job with the Talent that was reached by the Company using the Service, the following service fee shall apply:
- For permanent employment: a one-time fee of 12% of the Talent’s GAS for the first year of employment.
- For freelance contracts: 15% of the monthly remuneration of the Talent over a maximum 12-month period. The Company must notify Worknector, at the end of each month, of the amount of monthly remuneration according to the figures in the invoices received by the Talent.
The Service fees shall also apply in the following cases:
- The contract between the Company and the Talent has been concluded under a condition precedent.
- The Company and the Talent enter into a contract within twelve (12) months after the Completion of the Application Process, regardless of a certain offer of employment having been made at the time.
- The Company introduces the Talent to another person or company or Client Entity within twelve (12) months after the Completion of the Application Process and the Candidate is subsequently employed by said other person/company/Client Entity.
The fees apply to all Talents who applied/were considered/were invited by the Company and subsequently received a job offer from the Company for the posted or any other Job within the Company. It does not matter whether or not a Talent already existed in the Company's talent pool but was not identified or had been approached by the Company before Worknector contacted them to offer a Job in the Company.
If a Talent is already in the recruitment process of the Company through another recruitment channel, the Company shall notify Worknector of this within three (3) business days of accessing the Talent's contact details on the Website. If the Company has not sent this notification to Worknector on time, Worknector shall be entitled to charge its service fee from the Company in the case of contract conclusion with such Talent.
The Company must pay a fee for each Talent employed/contracted if the Company signs contracts with multiple Talents identified by Worknector for a Job.
When a contract has been concluded between the Company and the Talent, Worknector must send an invoice (through the Website or by email) insofar as the Company has notified it of the contract conclusion in due time. The full amount of the invoice shall be payable within ten (10) business days after such invoice is received by the Company. The date of payment is considered as the date on which the full amount is in Worknector’s bank account.
If the Company delays payment to Worknector, an upfront fixed administration fee of €50 (fifty euros) will be paid by the Company to compensate Worknector for the processing and handling of the late payment from the Company.
When the Company delays any payment in excess of thirty (30) days from the date on which the payment is due from the Company, the Company will be charged 10 per cent of the sum of such payment per month of delay (or the pro-rata for that) until the payment is completely resolved.
All fees are exclusive of statutory VAT.
6. Warranty and refund policy.
In the event of the Company and the Talent terminating a contract within ninety (90) days ("Onboarding Period") of the date of the contractually agreed start date (e.g. notice, termination agreement or if the Talent does not start at all), the Company is entitled to reclaim any fees paid to Worknector in full or to hire another Talent via the Service for the same position and GAS free of charge within six (6) months starting from the termination of the contract, provided that:
- the Company has notified Worknector in writing (through the Website or by email) of the contract termination
within ten (10) days of the contract termination date
- the contract has been terminated solely for reasons related to either the individual misconduct of the Talent or their own free will only (on the Talent's initiative).
In the event of any rehiring of the same Talent within the next twelve (12) months after the contract termination, Section 5 applies. In that case, Worknector is entitled to cancel the second free hiring or its fee refund and ask the Company to pay back any previously refunded fees connected with the hiring of this Talent.
Any amounts reclaimed by the Company are due for payment within ten (10) business days of the Company claiming a refund from Worknector.
7. Limits of use.
You may only use the Service/Website in accordance with this Agreement. You may retrieve and display content from the Website on a computer screen, print and copy individual pages and, subject to the next section, store such pages in electronic form. Additional terms may also apply to certain features, parts, or content of the Website and, where they apply, the corresponding information will be displayed on-screen or will be made accessible.
You are not allowed to:
- sign up automatically;
- log in automatically;
- transfer your account to third parties without the prior written consent of Worknector;
- store pages of the Website on a server or other storage device connected to a network;
- create an electronic database by systematically downloading and storing all of the pages of the Website;
- use the Website in any way that is illegal or fraudulent, or has any illegal or fraudulent purpose or effect;
- remove or change any content of the Website (excluding your content);
- attempt to circumvent the security of the Website/Service, including conducting any penetration tests without Worknector’s written permission;
- interfere with the proper working of the Website or the servers on which it is hosted;
- use the Website to transmit, or procure the sending of, any unsolicited or unauthorized advertising or promotional materials or any other form of similar solicitation (SPAM);
- use the Website to knowingly transmit any data, send or upload any material that contains viruses, trojan horses, worms, time-bombs, keystroke loggers, spyware, adware, or any other harmful programs or similar computer codes designed to adversely affect the operation of any computer software or hardware;
- attempt to gain unauthorized access to the Website, the server on which the Website is stored, or any server, computer or database connected to the Website;
- reproduce, duplicate, copy, or re-sell any part of the Website in contravention of this Agreement;
8. Content of the Service.
The essence of the Service is that it is continuously being improved, developed, and updated. At any time, Worknector can change the configuration and content of the Service. You accept that the use of the Service is on the basis of "as is" and "as available". Worknector grants the Company access to the Service in its available form and version. The changes and advancements can affect system and compatibility requirements.
9. User content.
Any material that you upload, send, or submit through the Service ("Content") as a Service User is meant to be shared with other users.
By uploading any Content to the Service, you confirm and guarantee that you own all the rights to the Content or, alternatively, that you are entitled to send the license mentioned below to Worknector. You also guarantee that the Content does not infringe on any third party's rights to intellectual property, privacy, advertisement, or other legal rights.
Worknector has no duty to review any Content uploaded to the Service by users, but Worknector retains the right to do so with or without notice to prevent or to rectify any possible violations of this Agreement or any relevant legislation. Worknector may refuse to approve or display the Content and may at any time disable or erase all the Content or any portion of it.
You agree that Worknector is not responsible for the quality, utility, protection, or intellectual property rights of or relating to such Content, and that Worknector is not responsible for such Content.
10. Licensing to Worknector.
You agree that Worknector may use the Company’s organization name, trademarks, logos (“IP Rights”), and other Content for the purposes of providing its services and the promotion/advertising of posted Jobs. Additionally, any Company using the Service agrees that Worknector may mention the Company as a reference customer in Worknector marketing materials (such as, but not limited to, websites and brochures) and that Worknector may use the Company’s IP Rights in this context and may present examples of the services provided to and the materials published on behalf of the Company unless specified otherwise in writing.
11. Dealing with other users.
You agree to deal with the individuals contacted through the Website fairly, respectfully, and without prejudice and not to do anything that may cause disrepute for Worknector. You will indemnify Worknector from and against any claim brought by an individual against Worknector arising from your breach of this obligation or any other part of this Agreement.
12. Limitation of liability.
Worknector is not liable, and you agree to not hold Worknector responsible, for any damages or losses arising out of or in connection with the Agreement, including, but not limited to:
- your use of or your inability to use the Website;
- delays or disruptions in the Website;
- viruses or other malicious software obtained by accessing, or linking to, the Website;
- glitches, bugs, errors, or inaccuracies of any kind on the Website;
- damage to your hardware device from the use of the Website;
- the content, actions, or inactions of third parties' use of the Website;
- a suspension or other action taken with respect to your account;
- your reliance on the quality, accuracy, or reliability of Job postings, profiles (including their content, order,
and display), metrics found on, used on, or made available through the Website;
- your need to modify practices, content, or behavior or your loss of or inability to do business as a result of changes to the Agreement.
Additionally, in no event will Worknector be liable for any special, consequential, incidental, punitive, exemplary, or indirect costs or damages, including, but not limited to, litigation costs, installation and removal costs, or loss of data, production, profit, or business opportunities. You also fully agree that in any event the liability of Worknector shall be limited and shall not exceed the total amount charged to Worknector in respect to the Service or the maximum amount of fees paid by the Company within twelve (12) months immediately preceding the incurring of such loss or damage.
13. Intellectual property.
The intellectual property rights over all the Website content (including text, graphics, software, photos and other images, videos, music, trademarks, and logos) are owned or lawfully authorized by Worknector, the Companies that use the Service, or Worknector's licensors.
Taking into account the above, nothing in this Agreement provides you with certain rights with respect to any intellectual property held by Worknector or Worknector's licensors and you acknowledge that you do not acquire any ownership rights by downloading content from the Website. In the event that you print, copy, or store pages from the Website (only as permitted by this Agreement), you must ensure that all notices contained in the original content on copyright, trademark, or other intellectual property rights are replicated.
Worknector may reveal your confidential information to the extent required by law to do so. In the case of compelled disclosure, Worknector will use commercially reasonable efforts to provide you with prior notice of the compelled disclosure (to the extent legally permitted) and you shall provide reasonable assistance to Worknector. If Worknector is compelled by law to disclose your confidential information as part of a civil proceeding to which Worknector is a party and you are not contesting the disclosure, you will assist Worknector in providing secure access to that confidential information.
15. Protection of Talents’ data.
Profiles of Talents are provided to the Company in the strictest confidence and on the understanding that the Company will not disclose to any third person the existence or contents of such profiles without Worknector’s prior written consent. The profiles of Talents, including the data contained in them, remain the property of Worknector.
Please take into account that each event of access to any Talent profile on the Website will be recorded in a special data log in your user account. This data log will be available at any time to both you and such Talent. The data log will help you to track the access of the Company to Talents’ profiles and their personal data. The Talent may directly contact the Company to clarify how the Company handles their personal data. The Company shall provide the Talent with such data as soon as possible.
Worknector will keep in strict confidence all details of all contracts you have disclosed to Worknector and will delete all such information after it has been used.
16. Governing law and jurisdiction.
This Agreement is subject to German law. This Agreement shall not be subject to the United Nations Convention on Contracts for the International Trade of Goods (Vienna Convention of 1980).
17. Dispute resolution.
In the case of a disagreement, conflict, or allegation arising out of or in conjunction with this Agreement, including, but not limited to, the creation, legitimacy, violation, or termination of this Agreement, both you and Worknector shall attempt to amicably settle the matter in joint mediation within fourteen (14) business days. Should an amicable settlement not be reached between the parties, the matter shall eventually be resolved in courts of the city of Berlin, Germany.
18. Duration and termination.
The Company may terminate the Agreement without notice and at any time by requesting Worknector to delete its account via the Website (user's account). Worknector may terminate the Agreement with a notice period of one (1) month.
The right to terminate the Agreement without notice and with immediate effect for good cause remains unaffected by the foregoing. For Worknector, good cause constitutes:
- the Company offering inaccurate, wrong, obsolete, or missing details on the Website and refusing to correct these details when asked to do so;
- the Company delivering or producing material that is derogatory, abusive, offensive, obscene, or xenophobic or that is likely to infringe human dignity;
- the Company violating the main terms of this Agreement.
19. Final Provisions.
By submitting a request to a demo of the Service and creating a profile on the Website, you confirm and acknowledge that you have read this Agreement in its entirety and that you agree to be bound by all its terms and conditions.
You accept that in accordance with the Service, the documents and any information in Worknector's custody shall prove the substance of the commercial transactions between you and Worknector.
The Agreement contains the entire agreement between Worknector and the Company on the subject matter of this Agreement and supersedes all previous and/or contemporary formal or oral agreements and/or negotiations.
If one or more of the terms of this Agreement prove null or technically unenforceable, the validity of the remaining conditions shall not be impaired by this.
The original Agreement language is English. The English version shall prevail in the case of a conflict between the original English version and any translation thereof.