Terms and Conditions
TERMS AND CONDITIONS
Welcome to DastN GmbH ("Company," "we," "our," or "us"). These Terms and Conditions ("Terms") govern your use of our services ("Services"). By accessing or using our Services, you agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms or our Privacy Policy, please do not access or use our Services. These Terms constitute a legally binding agreement between you and the Company. Please read these Terms carefully before using our Services.
I. INTRODUCTION
These General Terms and Conditions (AGB) govern the relationship between DastN GmbH (hereinafter referred to as the Company, We, or DastN), Job Seekers, Candidates, and Clients (Employers). This agreement outlines the rights and obligations of all parties in relation to the recruitment services provided by the Company.
The Company provides recruitment, relocating and related consulting services, including job matching, staffing, and career opportunities for Job Seekers and Candidates while assisting Clients in finding suitable talent. These terms apply to all individuals and entities engaging with the Company at any stage of the recruitment process.
By using the Company's services, whether as a Job Seeker, Candidate, or Client, all parties agree to these terms and conditions, ensuring a transparent, efficient, and legally compliant recruitment process.
II. WITH CLIENT AND CANDIDATE/ JOB SEEKER
WITH CLIENT
✦ Definition
1. Client: Recruitment Agency, Headhunters, Companies seeking for employees
2. Candidate: denotes an individual introduced by DastN to the Client for consideration regarding potential Engagement.
3. Engagement: refers to the direct or indirect utilization of a Candidate by the Client or any Third Party, encompassing employment, engagement in any capacity (such as partnership, Freelancing or consultancy), or any other form of use, whether facilitated by the Client directly or through the services of another employment business or agency.
4. Terms: refers to this Framework Agreement for the supply by DastN of recruitment services to the Client.
5. Third Party: refers to any company or person, excluding the Client, to whom the Client has directly or indirectly conveyed any information regarding a Candidate. This information may include but is not limited to the Candidate’s name, contact information, performance during the Temporary Placement or Permanent Placement, experience, qualifications, or biography.
6. Job Seekers: Individuals submitting their personal information to the Company to be considered for future job opportunities, even if not actively participating in a current recruitment process.
✦ The Framework Agreement
1. Upon receiving an instruction from a Client regarding a vacancy, DastN shall send a quotation of services to the Client. The quotation shall be agreed upon by the Client before any screening or sourcing of Candidate(s) takes place.After the Client agrees on the quotation, DastN will send a sales order to the client stating the amount to pay for the services rendered. This sales order serves as formal documentation of the agreed-upon terms and the amount due, providing clarity and accountability for both parties.Following agreement on the sales order, DastN shall undertake the screening, sourcing, and introduction of Candidate(s) to the Client. If deemed suitable, the Client will engage the Candidate(s) directly as an employee.
2. Provided these Terms are included in the quotation sent to the Client, they are deemed accepted by the Client and become effective upon the Client's signature on the quotation.
3. The terms contained herein shall prevail and supersede any prior terms of business, or similar agreements, except as otherwise stated in the Quotation and sales order, which shall take precedence over the terms contained herein.
4. The Client agrees that during the term of our engagement, and unless otherwise agreed upon in writing, DastN shall be the sole and exclusive hiring company engaged by the Client for the recruitment and representation of Candidates for the positions specifically agreed upon in the quotation. The Client agrees not to engage with or enter into agreements with any other hiring agency/company or third party for the recruitment of candidates for these specified positions during this period.Furthermore, the Client commits to promptly inform DastN if any candidate presented by DastN has had any previous connection or interaction with the Client prior to DastN's introduction. Any breach of this agreement may result in termination of services by DastN at its discretion, in addition to compensation commensurate with the efforts and work accomplished by DastN so far.
✦ Services
We provide the following services to the Clients:
A. Offshoring
We provide recruitment services for employees to work remotely with the Client, commonly referred to as Offshoring. Our operations are conducted through our offices and partners in various countries, where we maintain full control over all activities. We offer three methods for managing the relationship between the Client and the recruited employees:
1. Staff Augmentation
Our Staff Augmentation services include the following stages:
1.1. Client Consultation and Needs Assessment
• Initial Consultation: We meet with the Client to discuss the project scope, timelines, and specific skill requirements.
• Needs Analysis: We conduct a thorough assessment of the Client’s existing team capabilities and identify the exact skills needed.
• Requirement Documentation: We document all requirements, including technical skills, experience levels, and project goals.
1.2. Talent Sourcing and Vetting
• Talent Pool Search: We leverage our extensive network and database to find candidates with the required skills.
• Pre-screening: We conduct initial screening interviews to assess candidates’ qualifications, experience, and cultural fit.
• Technical Evaluation: We perform technical assessments and interviews to verify the candidates' expertise.
• Background Checks: We conduct thorough background checks and reference verifications.
1.3. Candidate Selection and Integration
• Client Interviews: We arrange interviews between the Client and shortlisted candidates for final selection.
• Selection and Onboarding: Once the Client selects a candidate, we facilitate the onboarding process, including orientation and necessary training.
• Integration Planning: We develop an integration plan to ensure the new team member seamlessly joins the Client's project team.
• Set Up Communication Channels: We establish clear communication channels and collaboration tools to ensure effective teamwork.
1.4. Ongoing Support and Management
• Regular Check-ins: We schedule regular check-ins with the Client and the augmented team member to monitor progress and address any issues.
• Performance Tracking: We implement performance metrics and tracking to ensure the team member meets project goals and expectations.
• Feedback Loop: We establish a feedback mechanism to gather Client and team member feedback for continuous improvement.
• Issue Resolution: We provide swift resolution of any operational or performance-related issues that arise.
1.5. Project Completion and Off-boarding
• Project Review: We conduct a comprehensive review of the project’s outcomes, deliverables, and performance.
• Client Feedback: We gather detailed feedback from the Client regarding the augmented team member's contribution and overall satisfaction.
• Off-boarding: We manage the off-boarding process, including knowledge transfer and documentation of project learnings.
• Future Planning: We discuss potential future needs with the Client and plan for ongoing or future staff augmentation requirements.
2. Managed Team Module
Our Managed Team Module includes the following stages:
2.1. Client Consultation and Requirement Gathering
• Initial Consultation: We meet with the Client to discuss the project scope, business goals, and specific technical requirements.
• Requirement Analysis: We conduct a thorough analysis of the Client’s needs, including the desired team size, skill sets, and project timelines.
• Documentation: We prepare a detailed requirements document outlining the project’s scope, objectives, and technical specifications.
2.2. Talent Acquisition and Team Formation
• Talent Sourcing: We leverage our extensive network and recruitment channels to identify candidates with the necessary skills and experience.
• Screening and Selection: We conduct rigorous screening processes, including technical assessments and interviews, to select the best candidates.
• Team Formation: We assemble the selected candidates into a cohesive team tailored to the Client's project requirements.
• Onboarding: We provide comprehensive onboarding to ensure the team understands the Client's project goals, workflows, and tools.
2.3. Establishment of Management and Communication Framework
• Account Manager Assignment: We assign a seasoned account manager as the single point of contact for the Client.
• Communication Tools: We establish communication channels and collaboration tools to facilitate smooth interaction between the Client and the offshore team.
• Project Management: We implement project management methodologies and tools to track progress, milestones, and deliverables.
• Reporting Protocols: We set up regular reporting protocols to keep the Client informed of the project's progress and any issues that arise.
2.4. Ongoing Team Management and Support
• Day-to-Day Operations: We manage the daily operations of the offshore team, including task assignments and workflow management.
• Performance Monitoring: We continuously monitor the team’s performance using established KPIs and metrics.
• Regular Updates: We provide the Client with regular updates and reports on project progress and team performance.
• Issue Resolution: We promptly address any operational or performance issues to ensure project continuity and Client satisfaction.
2.5. Quality Assurance and Continuous Improvement
• Quality Assurance: We implement rigorous quality assurance processes to ensure deliverables meet the Client's standards.
• Feedback Mechanism: We establish a feedback loop with the Client to gather input and make necessary adjustments.
• Training and Development: We provide ongoing training and development opportunities to the offshore team to enhance their skills and performance.
• Process Improvement: We regularly review and refine processes to improve efficiency and effectiveness.
2.6. Project Completion and Transition
• Final Review: We conduct a comprehensive review of the project’s outcomes, deliverables, and overall performance.
• Client Feedback: We gather detailed feedback from the Client regarding the team’s performance and the project's success.
• Knowledge Transfer: We ensure a smooth knowledge transfer process if the project is transitioning back to the Client's in-house team or another vendor.
• Future Planning: We discuss potential future projects and ongoing support needs with the Client.
3. Project-Based Module
The Project-Based Module includes the following stages:
3.1. Client Consultation and Project Scoping
• Initial Consultation: Engage with the Client to discuss project details, objectives, and specific needs.
• Project Scoping: Define the project scope, including deliverables, timelines, and technical requirements.
• Requirement Documentation: Create a detailed project plan outlining all requirements, milestones, and success criteria.
3.2. Expert Team Assembly
• Talent Sourcing: Identify and source professionals with the necessary expertise from our extensive talent pool.
• Screening and Selection: Conduct rigorous screening processes, including technical assessments and interviews, to select the most qualified candidates.
• Team Formation: Form a project-specific team composed of experts tailored to the Client's project requirements.
3.3. Project Planning and Setup
• Detailed Planning: Develop a comprehensive project plan, including timelines, resource allocation, and task assignments.
• Infrastructure Setup: Set up the required technical infrastructure, tools, and software to support the project.
• Communication Protocols: Establish communication channels and collaboration tools to ensure effective team coordination and Client interaction.
• Kick-off Meeting: Conduct a project kick-off meeting with the Client and the project team to align expectations and objectives.
3.4. Project Execution and Management
• Task Execution: The project team executes assigned tasks in accordance with the project plan.
• Regular Monitoring: Continuously monitor project progress using established KPIs and metrics.
• Status Updates: Provide regular status updates to the Client, including progress reports and any potential issues.
• Issue Resolution: Address any issues or roadblocks promptly to keep the project on track.
3.5. Quality Assurance and Review
• Quality Checks: Implement rigorous quality assurance processes to ensure deliverables meet the Client's standards.
• Interim Reviews: Conduct interim reviews with the Client to gather feedback and make necessary adjustments.
• Final Quality Audit: Perform a final quality audit before project completion to ensure all requirements are met.
3.6. Project Completion and Handover
• Final Deliverables: Prepare and present the final deliverables to the Client.
• Client Feedback: Gather detailed feedback from the Client regarding the project’s outcomes and the team's performance.
• Knowledge Transfer: Ensure a smooth knowledge transfer process, including documentation and any necessary training for the Client's team.
• Project Closure: Conduct a project closure meeting to review the project, discuss lessons learned, and identify areas for improvement.
3.7. Post-Project Support and Follow-Up
• Post-Project Support: Offer ongoing support to address any post-project issues or questions.
• Performance Review: Conduct a performance review to assess the project’s success and identify improvement opportunities.
• Future Planning: Discuss potential future projects and ongoing support needs with the Client.
B. Relocating Employees
We furnish the following services:
1. Employee Search:
Working closely with the Client to understand the exact requirements. This includes determining the number of employees needed, their skill sets, and project goals.
2. Candidate Evaluation:
• Conducting thorough screening and evaluation of candidates based on the Client's defined criteria.
• Utilising industry-standard testing and verification processes to ensure the best fit for the Client's team.
3. Employment Guidance:
Providing clear and detailed explanations of proposed employment conditions to the Client chosen candidates, facilitating a smooth onboarding process.
4. Interview Support:
Assisting in both the negotiation and interview process, ensuring a clear and productive interaction with potential employees.
5. University Verification:
Verifying the Client's chosen candidates' academic credentials against KMK- Anabin databases, ensuring their qualifications meet the necessary standards.
6. Visa Issuance Assistance:
Navigating the visa application process, providing interview preparation, document assistance, and airport reception for a stress-free arrival.
7. Settlement Support:
Offering essential consultations to aid employees in settling into their new environment, from opening bank accounts to finding housing.
8. Pre-Approval Support:
Assisting with obtaining pre-approval for selected employees from the Federal Employment Agency, making the hiring process smooth.
9. Immigration Office Support:
Helping in navigate the State Immigration Office procedures.
✦ DastN Responsibilities
DastN agrees to the following responsibilities in connection with services provided to the Client:
1. Requirement Analysis:
DastN will work with the Client to understand their recruitment needs, project goals, and required qualifications to provide tailored solutions.
2. Candidate Search and Evaluation:
DastN will conduct a thorough search and screening process to evaluate candidates against the criteria provided by the Client, ensuring they meet the required standards.
3. Employment Guidance:
DastN will provide candidates with a clear explanation of the Client's employment terms and assist in ensuring a smooth and transparent onboarding process.
4. Interview and Negotiation Support:
DastN will organize and support interviews and negotiations between the Client and candidates, facilitating clear communication and efficient decision-making.
5. University Verification:
DastN will verify candidates' academic credentials through the KMK-Anabin database to ensure that their qualifications are accurate and valid.
6. Visa Issuance and Immigration Support:
DastN will assist in navigating the visa application and immigration process, including preparing candidates for interviews and document submission. DastN will also assist candidates upon arrival to ensure a smooth transition.
7. Settlement Support:
DastN will provide advice and support to candidates during the settlement process,coffering assistance with housing, bank account opening, and other essential services.
8. Pre-Approval Assistance:
DastN will assist the Client in obtaining pre-approval for candidates from the FederalcEmployment Agency to ensure compliance with local employment laws and regulations.
9. Immigration Office Procedures:
DastN will assist candidates in navigating procedures with the State Immigration Office to ensure that all legal requirements are met for their employment.
10. Guaranteed Replacement:
In the event a candidate leaves the Client's employment within the first six (6) months, DastN guarantees to provide a qualified replacement at no additional cost to the Client.
11. Confidentiality:
DastN will maintain the confidentiality of all information provided by the Client and candidates during the recruitment process and comply with relevant data protection laws.
12. Progress Tracking and Client Updates:
The Company will ensure the Client is kept informed throughout the recruitment and relocation process. This will include:
• Regular Progress Updates: The Company will provide weekly reports or any other suitable method agreed upon with the Client, covering candidate evaluation, interview outcomes, visa status, and relocation progress.
• Milestone Notifications: The Client will be notified upon completion of key milestones, such as candidate shortlisting, visa approvals, and relocation arrangements.
• Dedicated Point of Contact: The Client will have a dedicated contact person for direct communication and follow-up on any recruitment or relocation matters.
✦ The Client Responsibilities
The Client agrees to the following responsibilities in connection with DastN's services:
1. Clear Communication of Requirements:
The Client must provide detailed and accurate information regarding the number of employees needed, their skill sets, qualifications, and project goals.
2. Timely Feedback:
The Client must provide timely feedback on candidates presented by DastN, including interview scheduling, evaluation, and decisions, to avoid unnecessary delays.
3. Interview Participation:
The Client agrees to participate in the interview and negotiation process, facilitating transparent communication and swift decision-making.
4. Verification Cooperation:
The Client must provide all necessary documentation or information required to verify candidates' academic credentials through the KMK-Anabin database and other
relevant sources.
5. Visa and Immigration Cooperation:
The Client agrees to cooperate in the visa issuance and immigration process by providing all necessary documentation and responding in a timely manner to facilitate the candidate's relocation and legal employment.
6. Onboarding and Settlement Assistance:
The Client will assist in the onboarding and settlement process, including providing any necessary support for opening bank accounts and securing housing for new employees, where applicable.
7. Pre-Approval Coordination:
The Client will cooperate with DastN in obtaining any required pre-approvals from the Federal Employment Agency, including submitting required documents.
8. Notification of Employment Changes:
The Client agrees to notify DastN immediately if a candidate leaves the Client’s employment within the first six (6) months to activate the Guaranteed Replacement service.
9. Confidentiality:
The Client agrees to maintain the confidentiality of all information related to the candidates and the recruitment process, including evaluations and proprietary
methods provided by DastN.
10. Disclosure of Prior Candidate Relationship:
The Client is required to inform DastN of any prior professional or personal relationships with candidates presented by DastN. Failure to do so may result in a
breach of agreement, for which DastN reserves the right to seek compensation.
✦ Fees and Payments
All payment details, including the amount, number of payments, Payment method and the designated bank account for transfers, are provided in the quotation and/or sales order.
✦ Termination and Right of Withdrawal
1. Termination of the Agreement: Either Party may terminate the Agreement with a notice period of 30, unless otherwise specified in the quotation, specific service agreement or contract. Termination must be provided in writing (via email or registered letter) to the other Party.
2. Termination for Cause: Either Party may terminate the Agreement immediately and without notice if there is a serious breach of the contractual obligations by the other Party. Such breach includes, but is not limited to, failure to comply with confidentiality obligations, failure to pay for services rendered, or material misrepresentation of facts. The breaching party will have a period of 14 days to rectify the breach. If the breach is not remedied within this period, the non-breaching party reserves the right to terminate the Agreement immediately upon further written notice.
3. Right of Withdrawal (Widerrufsrecht): If the Client is a consumer as defined by §13 BGB (Bürgerliches Gesetzbuch), they are entitled to the statutory right of withdrawal for contracts concluded remotely (e.g., online, telephone). The right of withdrawal applies as follows:
• Withdrawal Period: The Client has the right to withdraw from this contract within 14 days without providing a reason. The withdrawal period begins from the day the Sales Order was signed.
• Exercise of Right of Withdrawal: To exercise the right of withdrawal, the Client must notify the company in writing (via email or letter) of their decision to withdraw from this contract, clearly indicating their intent to withdraw. The Client may use the withdrawal form provided, but it is not mandatory.
• Consequences of Withdrawal: If the Client withdraws from the contract within the withdrawal period, any payments made by the Client will be refunded within 14 days of the receipt of the withdrawal notice, provided no services have been rendered yet. If the Client requested services to commence during the withdrawal period, the Client shall pay for the portion of services performed up until the withdrawal notice was given.
4. Obligations After the Expiry of the Withdrawal Period
After the withdrawal period expires, the following obligations apply:
• Payment for Services Rendered: The Client remains obligated to pay for any services rendered by the Company up until the termination of the Agreement, even if the termination occurs before the completion of the recruitment process.
• Confidentiality: The obligation of confidentiality, as outlined in the confidentiality clause, remains in effect after the termination of the Agreement, and both Parties must continue to protect any confidential information shared during the collaboration.
• Return of Materials: Upon termination, each Party agrees to return or destroy any materials, documents, or information received during the collaboration, except for materials that need to be retained under statutory or contractual obligations.
• Post-Termination Rights and Responsibilities: Termination of the Agreement does not affect any rights or obligations that accrued prior to termination, including but not limited to payment obligations, confidentiality, and any other post-contractual duties as stated in this Agreement or required by law.
• Upon termination of this agreement for any reason: The Company shall cease providing any further services to the Client.
✦ Liability
1. DastN operates as a consulting company based in Germany, and is in no way a leihfirmen or zeitarbeit , facilitating offshoring and consulting services with regard to relocation for employees from their countries to become employees of German companies. While we strive to provide accurate and reliable services, we cannot guarantee the suitability, performance, or actions of the employees placed with our clients.
2. DastN shall not be held liable for any damages, losses, or liabilities arising from the performance, conduct, or actions of the employees employed by our Clients. Clients agree to indemnify and hold DastN, its directors, employees, and affiliates harmless from any claims, demands, or legal actions resulting from the employment or engagement of employees facilitated by our Company.
3. Clients acknowledge that DastN acts solely as an intermediary in the recruitment and relocation process and that ultimate responsibility for the selection, supervision, and management of the employees rests with the client companies taking into consideration all DastN's commitment previously stated in these Terms and Conditions .
4. In no event shall DastN be liable for any indirect, consequential, incidental, or punitive damages arising from the use of our services, including but not limited to lost profits, business interruption, or repetitional harm.
5. Clients are advised to conduct their own due diligence and assessment of the employees' qualifications, credentials, and suitability for their specific requirements. DastN disclaims any warranties, express or implied, regarding the performance, fitness, or suitability of the employees for the client's needs.
6. By engaging our services, Clients acknowledge and accept the limitations of liability outlined herein and agree to release DastN from any claims or disputes arising from the recruitment and employment process.
✦ Miscellaneous
1. In the event that a Candidate proposed by DastN to a client is rejected by the Client at the time of proposal, but DastN subsequently discovers that the Client hires the Candidate to work directly with them or with their Clients within a period of two years from the date of the initial proposal, DastN reserves the right to claim compensation equal to the agreed-upon recruitment fee from the Client. This compensation is intended to cover the costs incurred by DastN in identifying, screening, and presenting the Candidate to the Client. The Client agrees to inform DastN promptly of any direct employment or business engagement with the Candidate within the specified timeframe.
2. These Terms and Conditions constitute the entire understanding and agreement between the parties concerning the subject matter herein and supersedes all prior agreements, understandings, and representations, whether written or oral.
3. Any amendments or modifications to these Terms and Conditions must be made in writing and signed by both parties.
4. The failure of either party to enforce any provision of these Terms and Conditions shall not constitute a waiver of that provision or any other provision of this agreement.
5. If any provision of these Terms and Conditions is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
6. Neither party may assign or transfer any rights or obligations under these Terms and Conditions without the prior written consent of the other party.
7. Any notices required or permitted to be given under these Terms and Conditions shall be in writing and shall be deemed to have been duly given if delivered personally, sent by registered or certified mail, postage prepaid, or sent by email to the addresses provided by the parties.
8. Neither party shall be liable for any failure or delay in performance under these Terms and conditions due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, strikes, labor disputes, fire, flood, pandemic, or governmental orders or regulations.
WITH JOB SEEKER
✦ Definition
1. Job Seeker: A person looking for a job opportunity in Germany.
2. Employee: A person who successfully secures a job offer from a German company through the recruitment process provided by DastN.
3. Company/Employer: The German company in which the Job Seeker will work.
4. Recognition: The process of verifying and validating the Job Seeker's qualifications with relevant German authorities to enable them to work in regulated professions.
5. Blue Card: A work permit for highly skilled non-EU citizens, allowing them to work and reside in Germany.
✦ Services Provided by DastN
DastN agrees to provide recruitment services to the Job Seeker for the purpose of relocating to Germany and securing employment opportunities.
1. Recruitment Services
Our recruitment services aim to match Job Seekers with the right job opportunities in Germany and include:
1.1. Career Roadmap: Discussing job opportunities suited to the Job Seeker’s qualifications, providing insights into in-demand positions, and developing a
personalized plan for success in the German labor market.
1.2. Job Matching: Actively searching for job openings in leading German companies that align with the Job Seeker’s skills and experience.
1.3. Interview Preparation: Coaching the Job Seeker with mock interviews, anticipated questions, and techniques to excel during the interview process.
1.4. Offer Review: Assisting the Job Seeker in reviewing job offers for consistency with their expectations regarding salary, working hours, and benefits.
1.5. Licensing Assistance: For regulated professions, guiding the Job Seeker through the process of getting their qualifications recognized.
1.6. Recruitment Process Support: Keeping the Job Seeker informed at every stage, including organizing appointments and corresponding with potential Employers.
2. Recognition Services
Supporting Job Seekers in gaining recognition for their professional qualifications, including:
2.1. Document Translation: Translating all necessary certificates into German using certified translators.
2.2. Recognition Assessment: Evaluating the Job Seeker’s qualifications for eligibility under German labor and work permit regulations.
2.3. Notarization: Handling the notarization of necessary documents to ensure a smooth recognition process.
3. Visa Assistance Services
We simplify the process of obtaining a work visa for Germany, ensuring a smooth journey from application to approval.
3.1. Pre-Approval Support: Managing the pre-approval application process with the Federal Employment Agency, ensuring the Job Seeker’s job title and salary meet German requirements.
3.2. Document Preparation: Gathering and submitting all necessary documents for the pre-approval process.
3.3. Blue Card Support: Assisting highly skilled Job Seekers in navigating the Blue Card process, including securing pre-approval, preparing visa applications, and
ensuring compliance with embassy requirements.
3.4. Visa Submission and Follow-up: Managing embassy appointments, document attestation, and all visa-specific requests while maintaining communication with the Job Seeker and Employer throughout the process.
4. Integration Services
We offer comprehensive support to ensure a seamless transition for Employees relocating to Germany.
4.1. Arrival and Accommodation: Greeting the Employee at the airport, assisting with securing suitable housing, and helping with rental agreements.
4.2. Administrative Support: Helping the Employee open a bank account, obtain health insurance, and secure a public transportation card.
4.3. Local Setup: Assisting with mobile phone setup and ensuring the Employee has all necessary information about their new surroundings
5. Residence Permit Assistance
Helping Employees settle legally in Germany by guiding them through the residence permit process.
5.1. Municipality Registration: Assisting with registering the Employee’s apartment and obtaining the necessary residence permit (Anmeldung).
5.2. Appointment Booking: Booking appointments for residence registration and residence permit applications at relevant government offices.
5.3. Form Completion: Helping the Employee complete all required forms for their residence permit.
5.4. Tax and Social Security Setup: Providing guidance on obtaining tax numbers and social security registration.
5.5. Language Courses: Assisting the Employee with enrolling in language courses and registering for any necessary exams.
✦ The Framework Agreement
1. Upon receiving an application from the Job Seeker, DastN shall provide a detailed quotation outlining the services to be rendered and the associated fees. This quotation will reflect the specific services requested by the Job Seeker, including any additional options for assistance or support.
2. The Job Seeker must formally accept the quotation to proceed. Acceptance can be provided in writing or through any mutually agreed-upon electronic means. By accepting the quotation, the Job Seeker acknowledges agreement to the scope of services, the fees, and the terms of this framework agreement.
3. After the Job Seeker’s acceptance of the quotation, DastN will issue a formal sales order outlining the total amount to be paid for the services. This sales order serves as the official contract between DastN and the Job Seeker. The Job Seeker is obligated to make the payment as specified in the sales order by the due date. The sales order will also detail the payment methods and terms, including any installment plans, if applicable.
4. The terms contained in this framework agreement, along with the Quotation and Sales Order, shall prevail and supersede any prior terms of business, agreements, or communications between the parties. In case of any conflict between the terms of the framework agreement and those stated in the Quotation or Sales Order, the Quotation and Sales Order shall take precedence.
5. If the Job Seeker requires any changes to the agreed services after the acceptance of the Quotation, these must be formally requested in writing. DastN will evaluate the feasibility of the request and may issue an updated Quotation and Sales Order if additional services or adjustments are required. Additional costs, if applicable, will be agreed upon with the Job Seeker before implementation.
✦ Job Seeker’s Obligations
1. The Job Seeker agrees to provide accurate and complete information necessary for DastN to perform the services. Failure to provide such information in a timely manner may result in delays or additional fees. The Job Seeker also agrees to comply with any legal requirements and obligations related to the services provided, including but not limited to visa applications, document submissions, and recognition processes.
2. The Job Seeker agrees to authorize DastN the right to retain and share their personal and professional information with employers and relevant official authorities.
3. The Job Seeker shall at all times be on time for interviews, work days and agrees to inform DastN 48 hours in advance by email or telephone of any cancellation.
4. Should the Job Seeker be contacted directly by the Employer or their Employees, acquaintances, family members, friends or others associated with the Employer, to whom the Job seeker has been Introduced to through DastN within a 24-month period. The Job Seeker will notify DastN immediately.
5. The Job Seeker is not to exchange or accept any personal information with / from the Employer unless authorized to do so by DastN in writing.
6. The Job Seeker is required to inform DastN of any prior connections or relationships with the Employer or any related German company before DastN commences the recruitment process. This includes, but is not limited to, prior applications, interviews, or employment history with the Employer or any German Company. Failure to disclose such information may result in the termination of services and forfeiture of any fees paid.
7. By entering into this agreement, the Job Seeker agrees not to engage or connect with any other agency or service provider for the same services offered by DastN (e.g., recruitment, visa assistance, etc.) during the duration of this agreement. The Job Seeker is obligated to use DastN exclusively for the services outlined in the Quotation and Sales Order.
✦ DastN's Obligations
1. DastN shall provide the agreed-upon recruitment, relocation, and visa assistance services as detailed in the service quotation and sales order. These services will be performed with reasonable care, skill, and in accordance with the standards expected in the industry.
2. DastN commits to maintaining clear and regular communication with the Job Seeker throughout the recruitment process, including updates on job search progress, interview preparation, visa status, and any other services rendered.
3. DastN shall handle all personal and professional information provided by the Job Seeker with the highest degree of confidentiality. Information will not be shared with third parties except where required for the provision of services or by law.
4. DastN will assist the Job Seeker in preparing and submitting all necessary documentation for visa applications, recognition of qualifications, and employment agreements, ensuring that the Job Seeker is fully informed of all relevant steps in these processes.
5. DastN shall comply with all relevant laws and regulations, particularly those relating to recruitment, visa assistance, and employment in Germany.
6. Upon successful placement of the Job Seeker, DastN will offer guidance and support related to the Candidate’s relocation and integration process, as outlined in the agreed services, including assistance with accommodation, bank account setup, and obtaining health insurance.
✦ Fees
In consideration for the services provided by DastN, the Job Seeker agrees to pay a fee as stated in the quotation and sales order.
✦ DastN Liability
DastN shall not be liable for any indirect, incidental, or consequential losses arising from the services provided, except in cases of gross negligence or willful misconduct. In any case, the liability of DastN shall be limited to the total amount paid by the Job Seeker for the services.
✦ Liability for Inaccurate or False Information
1. The Job Seeker acknowledges and agrees that they are solely responsible for providing accurate, truthful, and complete information during the recruitment, visa application, and employment processes. This includes, but is not limited to, personal details, professional qualifications, competencies, certifications, and any other relevant information requested by DastN or the Employer.
2. DastN hereby absolves itself of any responsibility or liability in cases where the Job Seeker provides false, misleading, or incomplete information. Such actions may result in the rejection of the Job Seeker’s visa application, termination of employment, or cancellation of residency, among other consequences. DastN will not be held accountable for any resulting damages, losses, or penalties that may arise from the submission of inaccurate information.
3. The Job Seeker agrees that any and all expenses, repercussions, or legal actions arising from the submission of inaccurate, falsified, or incomplete information shall be the sole responsibility of the Job Seeker. This includes, but is not limited to, visa rejections, job offer cancellations, and any costs incurred by DastN, the Employer, or third parties as a result of the Job Seeker’s misrepresentation.
4. DastN strongly advises the Job Seeker against providing any incorrect or falsified information. The Job Seeker understands that such actions may result in legal and penal consequences under applicable laws, as well as the denial or revocation of a visa if such falsehood is discovered by the authorities.
✦ Termination
1. Either party may terminate this Agreement by providing written notice of termination at least 30 days in advance. The termination shall take effect at the end of this 30-day period unless otherwise agreed in writing between the parties.
2. In the event of a breach of any obligation under this Agreement, the non-breaching party must provide written notice to the breaching party specifying the nature of the breach. The breaching party will have a period of 14 days to rectify the breach. If the breach is not remedied within this period, the non-breaching party reserves the right to terminate the Agreement immediately upon further written notice.
3. DastN reserves the right to terminate this Agreement immediately, without any prior notice, in cases of fraud, provision of false information by the Job seeker, or any other serious breach that undermines the integrity of the services or legal obligations involved.
4. In case of cancellation or termination of services after the Job Seeker has made payment, a refund may be provided if any, subject to the cancellation and refund terms outlined in the Quotation. Any services already rendered by DastN at the time of cancellation shall not be refundable.
III. CONFIDENTIALITY
1. Confidential Information: All information shared between the Company, Clients, and Candidates/Job Seekers during the course of collaboration or recruitment (collectively referred to as "Parties") is considered confidential. This includes, but is not limited to, personal details, professional qualifications, financial data, employment history, business strategies, and any other proprietary or sensitive information disclosed by any Party in relation to the recruitment or job-seeking process.
2. Use and Protection of Confidential Information: The Parties agree to use confidential information solely for the purposes intended under the collaboration, recruitment, or employment processes. Each Party is responsible for ensuring that such information is protected from unauthorized access or disclosure to third parties, except as necessary to fulfill the purpose of the agreement or as required by law.
3. The Parties agree to use the disclosed confidential information solely for the purpose of recruitment and employment discussions. Disclosure of such information is restricted to those employees, agents, or representatives who need to know such information for the execution of the recruitment process.
4. Exclusions from Confidentiality: Information shall not be considered confidential if it:
• Was already known to the receiving Party prior to disclosure;
• Is or becomes publicly available through no breach of these terms;
• Is lawfully received from a third party without obligation of confidentiality;
• Is required to be disclosed by law, court order, or government regulation.
5. Non-Disclosure: The Parties agree not to disclose or use confidential information for any purpose outside the scope of the services provided by the Company, except with prior written consent from the other Party or as legally required.
6. Duration of Confidentiality: This confidentiality obligation remains in effect throughout the term of the collaboration and for a period of 5 years following the conclusion of the relationship between the Parties, or as otherwise required by law.
7. Consequences of Breach: Any Party found to be in breach of this confidentiality obligation may be held liable for any damages or losses resulting from such a breach, including legal and financial repercussions.
8. Return or Destruction of Confidential Information: Upon termination of the relationship or upon request, each Party agrees to return or securely destroy all confidential information in their possession, unless otherwise required by law to retain such information.
IV. NON DISCLOUSURE AGREEMENT
✦ DEFINITION
1. Confidential Information: Means confidential or proprietary information regarding the Disclosing Party’s products and services, business activities and plans, and otherwise, including the Permitted Purpose, whether disclosed before or after the execution of this Agreement, including but not limited to information comprised in or relating to the intellectual property of the Disclosing Party and/or relating to its respective financial results and projections, costs and prices, customers, suppliers, employees, consultants, technologies, technical and business strategies and trade secrets, specifications, proposals, contracts and schedules and other documentation (whether in draft or final form).
2. Permitted Purpose: Means the use of Confidential Information in relation to the discussions now or in future in a view to enter into a commercial agreement or relationship including employment by the Company.
3. Disclosing Party: Means a Party to this Agreement that will disclose (or has disclosed) its Confidential Information.
4. Recipient: Means a Party to this Agreement that receives (or has received) any Confidential Information.
5. Group: Means in relation to a Party, that Party, each and any subsidiary or holding company from time to time of that Party, and each and any subsidiary from time to time of a holding company of that Party.
✦ DISCLOSURE
1. The Disclosing Party shall disclose to the Recipient such of the Confidential Information as the Disclosing Party considers is necessary solely for the Permitted Purpose. Although some of the Confidential Information may not be marked or expressly identified as such, the Recipient agrees that it shall nevertheless retain its confidential nature.
2. The Recipient must not use the Disclosing Party’s Confidential Information for competing with the Disclosing Party, directly or indirectly, or for any commercial or other external or internal purposes other than the Permitted Purpose, without first executing an agreement with the Disclosing Party specifically permitting such use, with any such agreement enduring only for the term of this Agreement and subject to the rights, restrictions, and exclusions contained within this Agreement.
3. The Recipient must not print or copy, in whole or in part, any documents or any other media containing any Confidential Information without the prior written consent of the Disclosing Party.
4. The Recipient shall keep such Confidential Information in strict confidence and to take all reasonable measures to protect the confidentiality and avoid the unauthorized use, disclosure, publication, or dissemination of such Confidential Information, such measures in any event to be no less than the degree of care that it uses to protect its own confidential information of similar nature and importance.
5. The Recipient shall ensure that disclosure of such Confidential Information is restricted to its or its Group’s employees, officers and directors who have a need to know it for the Permitted Purpose, who have been instructed to keep the Confidential Information confidential, and who have signed a written agreement (such as their employment agreement) obliging them to protect Confidential Information in terms equivalent to this Agreement; and also to its or its Group’s professional advisors with a professional duty of confidence who have a legitimate need to know the Confidential Information for the fulfilment of the Permitted Purpose and who are made aware of its confidential nature. The Recipient shall take appropriate action (by instructions, agreement or otherwise) with its or its Group professional advisors to satisfy its obligations under this Agreement. The Recipient shall be responsible to the Disclosing Party for any breach of this Agreement by its employees, officers, directors, contractors and/or other persons engaged by or under its control, including its professional advisers.
6. The Recipient must not disclose Confidential Information to any person not described in Clause 2.5 without the prior written consent of each Disclosing Party, and without also first obtaining from each such person an agreement substantially identical to this Agreement in form.
7. The Recipient agrees during and after the expiry or termination of this Agreement for as long as the Confidential Information remains confidential, that it will not use the Confidential Information for any investigation, research or development nor for any other activity, other than activities essential for the Permitted Purpose.
8. The Recipient will keep secret and confidential all Confidential Information and take all reasonable security precautions in the safekeeping of the Confidential Information. The Recipient will immediately notify the Disclosing Party in writing as soon as it becomes aware of any unauthorised access to or disclosure of the Confidential Information.
9. At the written request of the Disclosing Party, and in any event, upon termination of this Agreement, the Recipient undertakes to cease to use, and permanently return, erase or destroy, the Confidential information.
✦ EXCLUSIONS
The obligations of confidentiality in this agreement shall not apply to
information that:
1. is already known to the Recipient otherwise than as a result of a breach of confidentiality contained in this Agreement or any other agreement.
2. is rightfully received from a third Party without similar restriction and without breach of this Agreement.
3. is independently developed by the Recipient without breach of this Agreement or any other agreement.
4. if such Confidential Information is or becomes publicly known without a breach of this Agreement or any other agreement; or
5. to the extent required by law, or any government department or other authority, court or arbitrator having statutory authority or jurisdiction to require the disclosure of that information, so long as the Recipient provides the Disclosing Party with prior written notification; or
6. is disclosed to any third party but only to the limited extent that such disclosure is approved for release by the Disclosing Party in writing.
✦ TERM
1. The obligations set forth in this Agreement shall bind the parties for a period of five (5) years from the date of disclosure of Confidential Information and such obligations shall survive the termination or earlier expiration of this Agreement.
2. The opportunity to receive Confidential Information under this Agreement may be terminated at any time upon written notice by either party to the other. Such termination shall not affect any obligation imposed by this Agreement with respect to Confidential Information received prior to such termination.
✦ GENERAL
1. The Recipient agrees that in the event of a breach of the provisions of this Agreement, the Disclosing Party may have no adequate remedy in damages and accordingly shall be entitled to specific performance of obligations under this Agreement, and to injunctive and equitable relief in addition to any other remedy to which it may be entitled at law or in equity.
2. Neither party acquires any intellectual property rights under this Agreement except the limited rights necessary to carry out the Permitted Purpose as set forth in this Agreement
3. Neither Party shall publicise the fact of this Agreement or the subject matter thereof without the prior written consent of the other Party.
4. Should any Party be the subject of merger or any other form of reorganisation or internal reconstruction it is agreed that the successor in law to such Party shall also be bound by the terms of this Agreement as if such Party were an original Party hereto. Subject as aforesaid, it is agreed that this Agreement is personal to the Parties and shall not be assigned or otherwise transfer in whole or in part without the prior written consent of the other Party.
5. This Agreement constitutes the entire agreement and understanding between the Parties in respect of the Confidential Information and supersedes all previous agreements, understandings and undertakings in such respect.
6. This Agreement is governed by German law and is subject to the exclusive
jurisdiction of the Germany Courts.
V. DATA PROTECTION AGREEMENT
✦ Definition
1. personal data: Any information relating to an identified or identifiable natural person (data subject). This includes name, identification number, location data, online identifiers (e.g., IP address), email address, social media posts, medical information, biometric data, racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, and sexual orientation.
2. data subject: An identifiable natural person whose personal data is being processed, including but not limited to clients, partners, employees, candidates, and job seekers seeking opportunities to work with German companies.
3. Processing of Personal Data: Any operation or set of operations performed on personal data, such as collection, recording, organization, structuring, storage, alteration, retrieval, use, disclosure, transmission, restriction, erasure, or destruction, whether automated or manual.
4. Candidate Data: Personal data of individuals who are actively engaged in the recruitment process.
5. Client Data: Confidential information provided by the Client (Employer) to the Company for recruitment purposes, including business, financial, and proprietary information.
6. Company Data: Internal data of DastN, such as proprietary information, internal processes, and financial data, necessary to carry out the recruitment process.
7. Job Seeker Data: Refers to the personal information provided by individuals who submit an application to the Company but have not yet been categorized as a Candidate.
✦ Purpose and Scope
1. The purpose of this Agreement is to govern the processing of personal data by all parties (the Company, Client, Partner, and Candidate) in connection with their respective roles and obligations within the provision of services, recruitment, partnerships, job opportunities, and business collaborations.
2. This Agreement applies to all personal data processed by any party involved, including but not limited to personal data relating to job seekers looking for employment opportunities with German companies, either remotely or through relocation to Germany.
3. Processing for Job Seekers: The Company processes the personal data of job seekers to match them with suitable opportunities within German companies. This includes the following:
• Evaluating qualifications for remote or in-country roles in Germany.
• Handling relocation services and related immigration processes, if applicable.
• Communicating job offers and feedback from employers in Germany.
• Tracking applications, recruitment status, and placement metrics.
4. The processing of personal data by all parties will be conducted to fulfill contractual, legal, and business obligations, including compliance with regulations in Germany, the EU, and other relevant jurisdictions.
✦ Responsibilities of All Parties
All parties, including the Company, Client, Partner, and Candidate (including job seekers), agree to the following responsibilities:
1. Compliance with Data Protection Laws: All parties will comply with applicable data protection laws and regulations, including but not limited to the General Data Protection Regulation (GDPR) and any relevant national data protection laws.
2. Lawful Basis for Processing: Personal data will be processed only on lawful bases, such as contract performance, legal obligations, data subject consent, or legitimate interests. This includes processing data for recruitment purposes or facilitating job placement for job seekers with German companies.
3. Data Security: Each party will implement appropriate technical and organizational measures to protect personal data against unauthorized access, disclosure, alteration, or destruction. These measures include encryption, access controls, secure storage, and other protections as necessary.
4. Data Minimization: Each party agrees to collect and process only the personal data necessary for fulfilling the specified purposes, including job seeker data required for evaluation, relocation, and job matching.
5. Data Retention: Personal data will be retained only for as long as necessary for the purposes for which it was collected, including the recruitment lifecycle or as required by law. Upon expiration of the retention period, personal data will be securely deleted or anonymized.
6. Data Transfers: Each party agrees not to transfer personal data to third parties unless necessary for the performance of their respective obligations. Transfers to third-party service providers must be conducted with appropriate safeguards, including cases where personal data is shared with German employers or service providers assisting with relocation.
7. Data Subject Rights: All parties must respect the rights of data subjects, including the right to access, rectify, erase, restrict processing, and object to data processing, in compliance with applicable regulations. Job seekers must be able to request access to their personal data and exercise their rights freely.
8. Confidentiality: All parties will ensure that personal data, including that of job seekers, is treated with confidentiality and not disclosed to unauthorized parties without prior consent unless required by law.
✦ Specific Responsibilities of the Client/Partner/Candidate/Job Seeker
1. Accuracy of Data: The Client/Partner/Candidate/Job Seeker will ensure that any personal data provided to the Company or other parties is accurate, up-to-date, and complete.
2. Lawful Provision of Data: The Client/Partner/Candidate/Job Seeker will ensure that personal data shared for recruitment or business purposes is collected and transferred lawfully.
3. Obtaining Consent: The Client/Partner/Candidate/Job Seeker will obtain any necessary consents from data subjects where required by law before submitting personal data for processing.
4. Confidentiality: The Client/Partner/Candidate/Job Seeker agrees to maintain the confidentiality of personal data received from the Company or other parties and will not disclose such data to third parties without consent.
5. Data Subject Requests: The Client/Partner/Candidate/Job Seeker will cooperate in handling any data subject requests and ensure they are responded to in accordance with applicable laws.
✦ Data Security Measures
1. All parties shall implement appropriate technical and organizational measures to ensure the security and confidentiality of personal data, including that of job seekers, such as encryption, secure networks, and restricted access controls.
2. All parties agree to take all necessary precautions to prevent unauthorized access or disclosure of personal data.
✦ Data Breach Notification
1. In the event of a data breach, all parties agree to notify affected parties and cooperate in resolving and mitigating the breach in accordance with applicable data protection laws.
2. Notifications must be prompt and include details of the breach and measures taken to mitigate potential damage.
✦ Data Subject Requests
1. All parties will inform each other of any data subject requests related to personal data processed under this Agreement, such as requests for access, rectification, erasure, or restriction of processing.
2. Each party agrees to cooperate in responding to data subject requests within the timeframes required by applicable data protection laws, particularly for job seekers seeking updates or changes to their personal data.
✦ Retention Period for Personal Data
1. All parties agree to retain personal data only for as long as necessary for the purpose it was collected or as required by law, including data relating to job seekers and their recruitment cycle.
2. Upon expiration of the retention period, personal data must be securely deleted or anonymized in accordance with applicable data protection laws.
✦ Indemnification
1. Each party (the "Indemnifying Party") agrees to indemnify, defend, and hold harmless the other party (the "Indemnified Party") from any claims, liabilities, or damages arising from a breach of this Agreement or violation of data protection laws by the Indemnifying Party.
2. The Indemnified Party will promptly notify the Indemnifying Party of any such claims and cooperate in the defense.
3. The indemnification obligation will survive the termination of this Agreement.
✦ Termination and Survival
1. This Agreement will remain in effect until terminated by any party upon 30 days notice period, subject to the survival of data protection and confidentiality obligations.
2. Upon termination, all personal data must be securely returned or destroyed in compliance with applicable data protection laws.
✦ Miscellaneous
1. This Agreement represents the entire agreement between the parties with respect to data protection and supersedes all prior agreements.
2. This Agreement may only be amended by a written instrument signed by all parties.
3. f any provision of this Agreement is found to be invalid, the remaining provisions will remain in full force and effect.
4. The failure of any party to enforce any provision of this Agreement will not constitute a waiver of that provision.
✦ Governing Law and Jurisdiction
This Agreement is governed by the laws of Germany and is subject to the exclusive jurisdiction of the German Courts.
VI. DIGITAL SOLUTIONS AND IT SERVICES AND CONSULTATION
✦ Scope of Application
1. Applicability: These General Terms and Conditions (GTC) apply to business relationships between DastN GmbH , based in Haus Cumberland, Kurfürstendamm 194, 10707 Berlin, Germany “DastN” and its Clients. They govern all services offered by DastN.
2. Target Audience: DastN’s services and offers are exclusively intended for businesses and not individuals.
3. Changes to Terms and Conditions: DastN reserves the right to modify these GTC. The Client will be notified of such changes. If the Client does not object within four weeks of receiving notice, the changes will be considered accepted.
4. Incorporation of Client Terms: The Client's terms and conditions may be integrated into the Proposal if they exist or are agreed upon separately in writing between both parties
5. Priority of Proposal Terms: If provisions in the Proposal conflict with these GTC, the terms in the Proposal take precedence. Unless explicitly amended in the Proposal, the remaining terms of these GTC shall remain unaffected.
6. Binding Proposals: DastN’s Proposals are non-binding unless expressly stated otherwise. A binding offer remains valid for 15 days from submission unless otherwise specified.
7. Validity of Side Arrangements: Side arrangements are valid only upon receipt of electronically signed written confirmation. Emails are considered a valid form of written communication.
✦ Services
1. The services and associated costs are outlined in the Proposal and/or Quotation provided to the Client.
2. DastN offers a range of services in the following categories: IT consulting, software development, digital marketing, branding, e-commerce, business consulting, ERP implementation, digitalization, cybersecurity, web, and app development.
✦ Contract Conclusion
When contracts are formed through the Client's acceptance of the provided Quotation, and unless otherwise stated, the contract comes into effect upon the Client's signature.
✦ Performance obligations
1. Scope of Services: The scope of services provided by DastN is defined by the Proposal and approved specifications.
2. Scope Changes: The scope outlined in the Proposal cannot be altered, expanded, or amended without mutual consent from both contracting parties.
3. Exclusive Services: All services and deliverables are provided exclusively for the Client's internal use, as specified in the Proposal.
4. Personnel Substitution: DastN reserves the right to substitute personnel or third parties with equivalent qualifications, with invoicing still managed through DastN.
5. Client Obligations: Client's failure to meet obligations may result in delays and possible fee adjustments.
6. Compensation Adjustments: If circumstances primarily or solely attributable to the Client impede the execution of contractual obligations (e.g., failure to provide necessary cooperation, delayed provision, or payment delays), DastN reserves the right to request reasonable compensation adjustments.
7. Client Review: For partial deliveries requiring Client approval, the review period is typically 48 hours unless otherwise stated in the Proposal. Failure to respond in time without reasonable cause allows DastN to proceed, considering the deliverables approved.
8. Reuse of Components: DastN retains the right to reuse any component or code created during the project with other clients.
✦ Obligations of the Client
1. Accuracy of Information: The Client guarantees that all information they provide will be truthful, accurate, and not misleading. They shall not present false facts or violate any rights of third parties or any existing agreements. Furthermore, the provided information will comply with all applicable laws and regulations and will not involve the illegal use of any information, data, or personal data. It will also be free from viruses or programs that could cause harm or intercept data.
2. Account Security: The Client is responsible for securing account credentials. Any unauthorized access must be reported to DastN immediately.
DastN shall not be held responsible for any losses, damages, or liability claims arising from the Client's failure to fulfill these obligations or any unauthorized access or use of the Client's account.
3. Cooperation Duties: The Client agrees to cooperate with DastN in the following ways:
I. Provide and maintain the necessary technical infrastructure, including hardware and software, to use the software solutions provided by DastN.
II. Grant access to the required IT systems and provide all necessary documents to enable DastN to fulfill its obligations.
III. Inform software users, including employees and third-party users, about their rights and responsibilities related to the software's usage.
IV. Appoint at least one designated 'contact person' to liaise with DastN during the project.
4. Timely Implementation: The Client shall promptly implement any current requirements as necessary for the project.
5. Non-Solicitation: During the term of the Agreement and for a period of six months following its conclusion , the Client is prohibited from directly or indirectly enticing away employees and freelancers of DastN or any third parties engaged by DastN.
6. Additional Field Visits: If the project requires field visits by the DastN’s team that were not initially included in the Proposal, these visits will be considered as paid services, and the Client is responsible for compensating DastN for these "additional services”.
7. On-Site Presence: If the Client requires DastN staff members to be present at their headquarters during the project's implementation period, unless this on-site presence was included in the initial project Proposal, it will be considered an "additional service”.
8. Billing for Additional Services: The cost for additional services, including field visits and on-site presence, will be billed separately from the main project fees.
✦ Acceptance
1. Testing and Defect Notification: The Client is responsible for conducting testing and promptly notifying DastN in writing of any defects within the agreed number of days following the delivery of relevant work results, phases' deliverables, including milestones deliverables and/ or final deliverables.
2. Acceptance Conditions: Work results, phases’ deliverables and/ or final deliverables shall be deemed accepted under the following conditions:
I. If, due to reasons attributable to the Client, testing and acceptance could not take place within the agreed timeframe following the delivery of the respective work results or phase deliverables.
II. If such work results or phases' deliverables have been deployed and are in active use.
3. Warranty and Support: Upon acceptance, DastN remains responsible for any bugs or errors covered by the warranty or support agreement.
✦ Remuneration; terms of payment
1. Payment Terms: The remuneration depends on the services ordered, and all payment terms are specified according to the Proposal and in the Quotation and Sales Order. Travel expenses, if applicable, are billed separately.
2. Prices: All prices are net and exclude VAT.
3. Payment Due Date: Payments are due within 7 days of receiving a Quotation unless otherwise stated.f Das. All payment methods and account details are specified in the Proposal.
4. Late Payments: DastN may suspend services if the Client falls behind on payments, though the Client’s obligation to pay remains.
✦ Data security, data protection, secrecy, confidentiality
1. Data Backup: The Client must perform a data backup before the system is implemented by DastN.
2. Confidential Information: Unless explicitly agreed upon otherwise in writing, information submitted to DastN shall not be considered confidential, except for passwords and code words. Confidential information is limited to data clearly marked as such.
3. Non-Disclosure: The Client agrees to maintain the secrecy of any and all information and documents deemed confidential and accessible in connection with the contract's conclusion. Unless necessary for realizing the contractual objective, the Client shall not record, disclose, transmit, or exploit such information. This obligation also extends to ideas and concepts disclosed during the implementation stage or collaboration.
4. Protection of Confidential Information: During the term of this agreement and thereafter, DastN will exercise reasonable care to prevent the unauthorized use or dissemination of the Client's confidential information.
5. Exclusions from Confidential Information: The Client's confidential information does not include data that DastN was aware of before the Client disclosed it; information that becomes public knowledge without DastN’s fault; information obtained by DastN from sources other than the Client, who do not owe any duty of confidentiality to the Client; or information independently developed by DastN.
6. Unauthorized Disclosure or Use: Disclosing or using confidential information for any purpose beyond the scope of this Agreement or beyond the exceptions mentioned above is expressly forbidden without the prior consent of the Parties.
7. Additional Agreements: Any other non-disclosure or property protection agreements approved and signed between the parties shall be considered an integral part of these Terms.
✦ Right of Use
1. Grant of Right: DastN grants the Client a non-exclusive, non-sublicensable, non-transferable right of use, with no time or geographical restrictions, for all deliverables, solely for the Client's internal business purposes.
2. Third-Party Software: Clause VIII.1 (Previous Clause) does not apply to third-party software or tools that are subject to their own license conditions, even if they are part of the Deliverables. The use of any third-party software solution within the scope of the Project requires the Client to enter into an appropriate license agreement with the third-party provider. The Client shall ensure the timely conclusion of the necessary license agreement for required software solutions.
3. Licenses for Third-Party Software: The Client is responsible for obtaining the licenses required to operate third-party software directly from the manufacturer (e.g., Odoo). The Client must directly negotiate and execute the corresponding license agreement with the manufacturer.
4. Exceptions: Any exceptions to the above terms must be explicitly stated in the Proposal.
✦ Liability
1. Liability Insurance: DastN maintains liability insurance covering damages caused to the Client by any of DastN's employees.
2. Cybersecurity Insurance: DastN has Cybersecurity Insurance that covers any cyber attack affecting the Client resulting from an attack initiated by DastN.
3. The Client has the right to access and review these two insurance contracts.
4. Client's Use of the System: DastN holds no liability to any party for the Client's use of the System, its applications, or any other deliverables at any current or subsequent stage.
5. Data Loss or Damage: DastN is not liable for data loss or damage resulting from the Client's inability to work productively with the System.
6. Errors in Third-Party Software: DastN is not liable for errors occurring when connecting third-party software that exclusively result from the third-party software's domain.
7. Maximum Compensation: In any case, the maximum compensation DastN can provide for any damage or breach of its obligations is to offer free service to the Client.
8. Validity of Conditions: The conditions stated above shall be considered valid and effective unless indicated otherwise in the Proposal.
✦ Warranty
1. Rectification of Defects: DastN will correct any defects preventing deliverables from functioning as specified.
2. Exclusions from Warranty: The warranty provided herein shall not apply to any defects or non-conformities caused by:
I. Modifications, alterations, or changes to the deliverable made by any party other than DastN without DastN prior written consent.
II. Use of the Software in a manner or for a purpose not reasonably contemplated or intended by this agreement.
III. Failure to follow any instructions, recommendations, or specifications provided by DastN.
IV. Any third-party software, hardware, or systems with which the Software interfaces or integrates.
V. Any unauthorized access, tampering, or breaches of security not directly attributable to DastN actions or omissions.
VI. Updates to any of used programming languages or hosting changing.
3. Remedies:
I. In the event of a defect or non-conformity covered by this warranty, the Client shall promptly notify DastN in writing, providing a detailed description of the issue and any relevant evidence or documentation.
II. DastN sole obligation and liability under this warranty shall be, at its discretion, to either: (a) Repair the defective portion of the Software; or (b) Refund a reasonable portion of the fees paid by the Client for the deliverable, in the event the defects cannot be reasonably rectified.
4. Exclusions and Limitations: Except as expressly set forth in this clause, DastN makes no other warranties, express or implied such as warranties of merchantability.
✦ Support
1. Support Services: DastN may provide ongoing support and maintenance services for services delivered to the Client as specified in the Proposal.
2. Fees and Payment: The Client agrees to pay the fees associated with the support and maintenance services as per the terms specified in the Proposal.
✦ Modifications and Data Migration
1. Modifications and Additions: Any modifications or additions to the specifications, workflow, or database that go beyond the original project scope are considered new projects and are not covered by the warranty or support agreements.
2. Blind Data Migration: In the event that the Client requests data migration, DastN will perform a blind migration without access to or inspection of the data being transferred.
3. Old Data Transfer: DastN is not responsible for transferring any old data to the Client. The responsibility for the transfer and backup of old data lies solely with the Client.