Terms of use for agents
(hereinafter “GTC”)
JOIN Solutions AG, Eichenstrasse 2, 8808 Pfäffikon, CH („Provider“) which provides a web-based platform as a headhunter marketplace (“Platform”). The essence of the Platform is to offer registered users (“Users”) the opportunity to advertise individual search assignments for vacant positions – in particular for employees and freelancers/contractors – via the Platform and to offer a commission for the successful placement of a candidate. These GTC apply to professional headhunters registered via the platform (hereinafter referred to as: “Agent”) who execute search orders for the Users. A search order is always concluded between the Users and the Provider, whereby the Agents act as subcontractors of the Provider. By registering for the platform, the agent agrees to the validity of the following GTC:
1.1 These GTC apply to all services offered by the Provider to agents via the Platform. Agents can only be entrepreneurs. The current version of the GTC can be accessed at any time via the following link https://join.com/terms-corporate.
1.2 These GTC apply exclusively. Deviating, conflicting or supplementary general terms and conditions of the agents shall only become part of the contract if and insofar as the provider has expressly agreed to their validity.
1.3 Interested agents may apply for admission to the Platform and shall provide the required information in a complete and accurate manner. The provider will check the information thus submitted and decide at its own discretion whether to grant the agent access to the platform. There is expressly no entitlement to admission to the platform.
1.4 The provider expressly reserves the right to make changes to these GTC. Amendments to these GTC shall become effective if the agent does not object to the amendments in text form within one month of receipt of a notification of amendment and the provider has informed the agent in the notification of amendment of the right to object and the period of time applicable for this. If the agent objects to the amendment in text form, the previous GTC shall continue to apply. In this case, the agent is entitled to terminate the contract within two weeks of receipt of the objection. Exempt from this reservation of right to make changes are those changes that relate to an obligation of one of the parties, the fulfilment of which makes the use of the platform possible in the first place and on the fulfilment of which the other party regularly relies or may rely (“material contractual obligation”).
2.1 The main service obligation of the provider towards the agent is the provision of the platform. By concluding search orders according to para. 3 individual contracts come into being between the agent and the provider, to which the respectively agreed conditions apply. A direct contractual relationship between the users of the platform and the agent is not established in any case.
2.2 The content provided to the agent by way of an individual search request, in particular CVs, references, application letters, etc., are provided by users of the platform and are not checked by the provider prior to their transmission to the agent. Such a check is not owed by the provider. A guarantee for their correctness and/or completeness is not owed by the provider. The agent is responsible for ensuring that these documents and contents are checked for plausibility, completeness and correctness. In case of doubt, the agent shall consult with the users.
2.3 The Provider shall provide the platform as it was available at the time of the Agent’s visit or registration in accordance with Clause 1 and the service description applicable at that time (“as is”). Apart from that, the agent has no claim to a specific design or equipment of the platform. The Provider reserves the right to change the platform in whole or in part or to discontinue it permanently or temporarily at its own reasonable discretion, taking into account the interests of the Agent, provided that this does not impair material contractual obligations of the Provider arising from the membership and this is reasonable for the Agent; the procedure pursuant to para. 1.3 shall apply accordingly.
2.4 The provider shall provide the platform with an overall availability of 95% on an annual average. The availability is calculated minus the time periods attributable to necessary maintenance times. The platform is not available during maintenance work.
3.1 Concrete search requests are published via the platform. The agent can accept search requests, by clicking the “Apply” button and adding candidates to the concrete search request. If the agent accepts a search request, the individual provisions specified in the search request shall apply, in particular the amount of the brokerage fee offered.
3.2 By accepting a search request as described in para 3.1, an individual contractual relationship is established between the provider and the agent. The details of active individual search orders are visible to the agent at all times via the dashboard.
3.3 The agent will carry out the search assignments at its own discretion in each case. This does not constitute an obligation to place or provide a certain number of candidates or a certain quality of candidates or to successfully place persons. The provision of the candidates as well as their information and documents shall take place exclusively via the platform.
3.4 The agent has no claim to exclusivity with regard to individual search assignments. Other agents are also active via the platform. A brokerage fee shall only be owed if a successful brokerage within the meaning of para. 4.2 can be proven.
4.1 For the successful placement of a candidate within the scope of an individual search assignment pursuant to para. 3 the agent shall receive the respective agreed placement fee in accordance with the following conditions.
4.2 A successful placement exists in the event of the conclusion of a contractual relationship between the user and the placed candidate, regardless of whether this is a permanent position or a contract relationship. This also applies if the conclusion of the contract only comes about after the end of this platform contract, but on the basis of the proven activity of the agent, for example even if the person referred is initially rejected but later employed or commissioned. A successful mediation does not exist if the user can prove that the mediated person was already in contact with the user before the mediation activity of the agent. A referral fee is only earned if a successful contract is concluded between the user and the person referred within 12 months of the initial referral. The decisive factor is the proven initial naming of the person referred to the user and the effective conclusion of the contract between the user and the person referred.
4.3 In the event of a successful placement of a candidate, the agent will be informed by e-mail. The agent will duly invoice the provider for the brokerage fee or reimbursement of expenses and send the invoice by e-mail. A proper invoice is due for payment after 8 weeks following the commencement of employment of the candidate. Payment of agency fees shall be made by bank transfer.
4.4 Unless otherwise agreed between the parties, the following refund or reduction provisions shall apply:
4.5 The provider may also expressly fulfil its payment obligation with regard to a commission by assigning its payment claim against the user to the agent in an unrestricted and legally binding manner.
5.1 The agent is entitled and obliged to use the platform exclusively for his own purposes. Any commercial or industrial use beyond this is only permitted with the consent of the provider.
5.2 If the agent has accepted individual search assignments, he shall execute them to the best of his knowledge and belief and with due diligence and according to the standards of a prudent businessman. Before transmitting the information of candidates, he/she shall check their information as well as the documents to be transmitted for correctness and plausibility.
5.3 The agent shall be responsible for ensuring that it is permitted to transmit the information and documents of the candidates transmitted to the users. In case of doubt, the agent must obtain the consent of the candidates before the respective transmission.
5.4 The agent shall exclusively use the platform for the execution of individual search orders and for communication with the users. Communication with users outside the platform as well as any circumvention of the platform is expressly prohibited.
5.5 In the case of a search order, the agent shall inform the provider immediately upon request of all relevant circumstances and developments occurring after the conclusion of the contract.
5.6 During the term of the contract up to 12 months after termination of the platform contract, the agent is expressly prohibited from concluding search assignments outside the platform with the users or their companies with whom the agent has made contact via the platform. In the event of violations, all candidates placed in this relationship shall be deemed to have been successfully placed via the platform. The agent is obliged to prevent or report any attempt to circumvent the provider or the platform. Therefore, he has to inform the provider immediately by e-mail if a user attempts to contact him outside the platform.
6.1 For each case of a violation of the prohibition of circumvention according to para. 5.4 or 5.6 the agent shall pay a contractual penalty. This shall not apply if the agent is not responsible for the infringement. The concrete determination of the amount of the contractual penalty by the provider shall always take into account the special circumstances of the individual case as well as the purpose of the contractual penalty. In particular, the severity, the extent and the degree of the breach of contract committed, its dangerousness for the provider as well as the agent’s fault shall be taken into account. Upon application, the agent may have the amount of the stipulated contractual penalty reviewed by the competent court.
6.2 The provider reserves the right to assert further claims, such as for damages or injunctive relief.
7.1 The agent is obliged to maintain confidentiality with regard to individual search assignments. In particular, it is obliged (1) not to make the confidential information of users and candidates accessible to any third party – directly or indirectly, in writing, verbally or in any other way, (2) to use it exclusively for the execution or implementation of this search assignment or services agreed hereunder and (3) to take all necessary measures to prevent third parties from gaining knowledge of and exploiting the confidential information and to oblige its own employees, sub-agents and contractors accordingly.
7.2 The agent is entitled to use all information provided to him by a candidate in the course of a search assignment exclusively for the respective application procedure and to treat it otherwise as strictly confidential.
7.3 The provider is entitled to pass on to third parties the information provided by the agent in the course of the contractual relationship as well as the information required for the execution of the search order.
8.1 The platform contract can be terminated by either party at any time. The termination is then executed after 7 days. Within this period, the agent can revoke the termination.
8.2 If the platform contract is terminated – regardless of the reason – all individual search assignments existing at that time shall be terminated when the termination takes effect. The claim to the payment of a remuneration and information claim shall not be affected in the event of a successful placement initiated by the agent taking place thereafter.
8.3 The right to extraordinary termination of the platform contract or the individual search orders for good cause remains unaffected. An important reason for the provider exists in particular if the agent has seriously or despite a warning from the provider continued to culpably violate these GTC. For the provider, an important reason exists in particular if
Good cause shall not be deemed to exist if the agent is not at fault for the breach. The mandatory statutory provisions on extraordinary termination shall remain unaffected.
9.1 Unless otherwise stated in these GTC, the provider shall be liable within the scope of the use of the platform and during the execution of search orders in accordance with the following provisions.
9.2 The provider is liable without limitation for damages caused by the provider or its legal representatives, executives, simple vicarious agents or commissioned third parties intentionally or through gross negligence.
9.3 The provider is not liable in cases of slightly negligent breach of only insignificant contractual obligations. In all other respects, the liability of the provider for damages caused by slight negligence is limited to those damages that must typically be expected to occur within the scope of the respective contractual relationship (contract-typical foreseeable damages). This also applies to slightly negligent breaches of duty by the provider’s legal representatives, executive employees or simple vicarious agents as well as third parties commissioned by the provider.
9.4 The above limitation of liability shall not apply in the case of fraudulent intent, in the case of bodily injury or personal damage, for the breach of guarantees and for claims arising from product liability.
9.5 The availability of the platform pursuant to para. 2.4 may be temporarily restricted in whole or in part due to technical disruptions for which the Provider is not responsible or for reasons of force majeure (power supply and/or internet failure, fire, explosion, earthquake, storm, flood, industrial action for which the Provider is not responsible), as well as due to the performance of maintenance work to maintain and improve the operability and functionality of the Platform.
10.1 The law of Switzerland shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods and the conflict of laws; Art. 3 EGBGB shall remain unaffected. If the agent has his habitual residence in another country within the EU/EEA at the time of the establishment of the membership, the application of mandatory legal provisions of this country shall remain unaffected by the choice of law made in these GTC.
10.2 No verbal subsidiary agreements have been made. Amendments and supplements to these GTC as well as all declarations of the parties relating to membership must be made in text form. This also applies to the waiver of the formal requirement.
10.3 The place of jurisdiction for all disputes arising from the contractual relationship is the registered office of the supplier.