2. Conclusion of contract between the client and ALEADON
3. Products and services
4. Availability and reaction time in case of problems
5. Participation of the client
6. Granting of rights
7. Prices, payment methods and terms of payment
8. Contract start, minimum term and termination
10. Data protection and confidentiality
11. Amendment rights
12. Final provisions
Scope of application
ALEADON GmbH (hereinafter referred to as ‘ALEADON’) offers web-based software for human resources analysis, human resource management, staff motivation and human resources development/talent management (hereinafter referred to as ‘software’) on the websites www.aleadon.com and app.aleadon.com
Our offers are only for companies and organisations, not for private persons. These General Terms and Conditions, therefore, do not apply to consumers (any natural person who concludes a legal transaction for a purpose that cannot be attributed to their commercial or self-employed professional activity).
The following General Terms and Conditions (hereinafter referred to as ‘GTC’) apply to all user agreements (hereinafter referred to as ‘contracts’) concluded between ALEADON and clients.
Deviating GTC of the client do not apply to contracts, unless ALEADON expressly agrees to their application in writing.
All terms used in GTC, such as “client”, are gender neutral.
Conclusion of contract between the client and ALEADON
The offer made available on the web pages to use the designated and described web-based software is not a binding offer of ALEADON.
With their online order, clients bindingly declare that they wish to acquire the contents of their shopping basket (contract offer). ALEADON is entitled to accept this contract offer in whole or in part within 48 hours by delivery, by separate order confirmation or in any other suitable way. The online order thus represents an offer to ALEADON to conclude a purchase contract.
A purchase contract is only concluded after ALEADON has carried out the product order. ALEADON is under no obligation to accept orders.
ALEADON does not assume any warranty that data communication over the Internet is error-free and/or available at all times.
In case of conclusion of contract, the contract is concluded with:
ALEADON GmbH, Königsallee 106, 40215 Dusseldorf.
There are five contract variants:(1) Free use of the software for testing purposes as a new client. Each client has only one free trial per product. After using one or more free product trials, further orders of the product(s) will automatically be charged (new client contract).
(2) Fee-based use of the software or a product as a single order and a single bill (standard contract).
(3) Use of the software as part of the price/client model Recruiting with monthly billing, ideal for recruitment and recruiting companies (recruiting contract).
(4) Use of the software as part of the price/client model Consulting with monthly billing, ideal for consulting firms and coaches (consulting contract).
(5) Use of the software as part of the price/client model Corporate, ideal for companies and organisations (corporate contract).For the preparation of offers and the conclusion of a contract for the use of the software, the conclusion of contract for the contract variants “Standard”, “Recruiting” and “Consulting” takes place in the account itself. For this, the client must select the appropriate product version and confirm his/her selection in the shopping cart. Then, in addition to the company name and the billing address, payment details are to be deposited with the external payment service provider PayPal. By confirming and sending this information, the client concludes the order for the fee-based use of the software with ALEADON.The offer preparation and conclusion of a contract for the free use of the software with the contract type “new clients” also takes place in the account itself. For this, the client must select the appropriate version and confirm his/her selection in the shopping cart. A deposit of billing and payment information is not necessary.For the conclusion of a contract for the fee-based use of the software with the client model “Corporate”, the service team of ALEADON creates a corresponding offer in writing on request, which is accepted by the client by confirmation in writing or orally, but at the latest when the product is ordered or when the bill is paid.
Products and services
ALEADON shall provide the client with access to the ALEADON web portal and the products and software offered through the Internet for the duration of a contract. The functionality of the software version results from the description on the website of ALEADON under the heading of the individual products. Other services (e.g. the implementation of management diagnostics by ALEADON, in-house seminars, (remote) support during the initial creation of an account) are not the subject of a contract for using the software. Such additional services may be provided by ALEADON on the basis of a separate offer.
Each client can generally order products with effect from the time of client access by ALEADON. The corresponding prices are displayed in detail in the shopping basket before ordering.
Clients with a contract for the fee-based use of the software with monthly billing (client models “Recruiting” and “Consulting”) can upgrade the selected version directly in the account. If the client changes to a version with a larger amount of products (upgrade) during a current billing period, the client can use the additional number of users of the software as of the date of the account changeover by ALEADON. A downgrade is not possible; for this, the current version has to be cancelled first and, after expiry of the contract, an order with a smaller volume has to be made. Clients with a fee-based contract to use the software in the Corporate client model must contact the ALEADON service team (email@example.com) to change the version.
Availability and reaction time in case of problems
ALEADON guarantees a 99% availability of the software provided in the web portal on an annual average. This does not apply to periods in which the server cannot be reached due to other technical problems that are beyond the control of ALEADON (in particular, force majeure, third-party fault). Also excluded are planned maintenance work (e.g. updates of the software), which are either outside the usual business hours from Monday to Friday (taking into account German public holidays) between 9:00 and 18:00, or were announced in advance in accordance with Section 4.2.
ALEADON is entitled to interrupt the availability of the software for maintenance purposes and due to other technical requirements. As far as possible, maintenance work is carried out outside normal business hours from Monday to Friday (taking into account German public holidays) between 9:00 and 18:00. If a maintenance operation results in a disruption of the use of the software for more than 30 minutes within normal business hours Monday to Friday between 9:00 and 18:00, ALEADON will announce this maintenance work by e-mail. The announcement will be made at least 24 hours in advance. At the client’s request, the announced maintenance work may be postponed if this has to be done for technical and economic reasons from the point of view of ALEADON.
Disruptions to system availability must be reported by the client immediately after being known. ALEADON will do its best to ensure a reaction time of eight hours for the start of the fault clearance concerning system availability issues that cause the software to fail completely and are received within the support hours (Monday to Friday between 9:00 and 18:00, taking into account German public holidays). In the event of minor errors that do not lead to software failure and occur during operation, ALEADON will do its best to respond no later than one working day after receiving the fault report.
In the case of fault reports received outside support hours, fault clearance will start on the following working day. Delays in fault clearance which are the responsibility of the client (e.g. due to unavailability of a contact person on the part of the client or delayed reporting of the fault) will not be counted towards the time of the fault clearance.
Participation of the client
The following participation is the principal obligation of the client.
During the free product trials, the client has the opportunity to check the functionality and general condition of the software and to notify ALEADON of any defects or other deviations from the quality requirements prior to entering into a contract to use the software. The client cannot invoke ALEADON for any defects or other deviations from the quality requirements that were already known or existent during the free product trials, but were not disclosed to ALEADON prior to the conclusion of a contract for the fee-based use of the software.
The client is obliged to provide a qualified contact person (client administrator) who is entitled to make or promptly take all necessary decisions that are necessary for the provision of the contractually agreed service. The client is obliged to immediately make changes to the contact person in the system in the company profile or user profile area.
The client is solely responsible for the content and data processed with the software. The client hereby undertakes to use the software of ALEADON only in accordance with the contract and in accordance with the applicable legal provisions and not to violate the rights of third parties during use. The client shall inform ALEADON immediately, if possible in writing, of: (i) misuse or suspicion of misuse of the contractually agreed service; (ii) risk or suspicion of risk to privacy or data security arising in connection with the provision of the contractually agreed service; (iii) risk or suspicion of risk to the service provided by ALEADON, e.g. loss of access data or hacker attack.
The client is responsible for taking IT security measures in line with the state of the art within his/her own organisation and for his/her employees.
Furthermore, the client is obliged to ensure the confidentiality of the identification and authentication data assigned to his/her users, including, for example, the organisational and possibly also technical prohibition of transferring passwords as well as the prohibition of using so-called “shared accounts”. The prohibition on using “shared accounts” refers to the ALEADON account.
The client is responsible for the technical setup and administration of the account. This applies regardless of whether ALEADON supports the client in setting up the account, in whatever form. This includes in particular: (i) the technical setup of the account, in particular migration of data, configuration of processes and products; (ii) the technical connection of interfaces on the part of the client according to the specification for incoming and outgoing data; (iii) the administration of the account, in particular the creation of users, roles, rights and assigning access to the account.
The client is obliged to inform ALEADON immediately about any interruptions in services (lack of services, lack of availability) in text form and to provide comprehensible information on any performance disruptions. The client will assist ALEADON in the event of any disruption to an adequate extent in identifying and correcting faults. ALEADON shall be entitled to show temporary workaround options and to remedy the fault at a later moment by means of an ALEADON software adaptation, provided that the client can reasonably be expected to accept this.
Granting of rights
ALEADON grants the client a non-exclusive, simple, non-transferable and time-limited right to use the software in the web portal at app.aleadon.com
The client undertakes to use the software exclusively in accordance with the contract. The rights of use of the client also apply to the respective applicable company law provisions of affiliated companies/associated companies/subsidiaries.
Prices, payment methods and terms of payment
The prices stated at the time of the order apply as they are displayed on the ALEADON website and in the web portal. The local prices are net prices in Euro and are exclusive of the legal value added tax of the Federal Republic of Germany in the respectively valid legal amount, if applicable. For the Recruiting and Consulting client models, the amount of the monthly fee for using the software is based on the price range for the selected version of the software, which in turn depends on the chosen package size.
The client has the choice between monthly billing for the “Recruiting” and “Consulting” client models and single order with immediate billing. All payments are due for payment in advance with invoicing. With the “Corporate” client model, the terms of payment and package size are agreed upon individually.
For monthly billing, the billing period begins on the day of the conclusion of a contract for the fee-based use of the software over the account for the full month and ends after the expiration of the contract. Payments for contracts for the fee-based use of the software with monthly billing (“Corporate” and “Recruiting” client models) and individual orders (standard contract) are made via the external service provider PayPal. ALEADON does not store any bank or credit card information. For monthly billing, the client will receive an invoice from ALEADON in electronic form in his/her profile for retrieval and receive it by e-mail. For individual orders in the standard contract, the invoice is created immediately after completion of the order and stored in the account under “Invoices” and sent by e-mail.
For the “Corporate” client model, a defined quota will be set as credit in the account. The invoice will be sent by e-mail and deposited in the web portal under “Invoices”. If no terms of payment have been specified separately, a 10 days payment term shall be deemed agreed upon.
In the event of default by the client, insofar as no payment has been made after expiry of a period of one calendar week after the due date set for the client, ALEADON shall be entitled to immediately block the client’s access to the software. ALEADON will inform the client in advance of this blockage by setting a further deadline of one calendar week. In this case, the client remains obligated to continue to pay the agreed remuneration plus any default interest. Any losses to the client due to this blockage cannot be asserted against ALEADON. Furthermore, the statutory provisions of §§ 286, 288 of the German Civil Code or other corresponding relevant statutory provisions apply in the event of default.
Contract start, minimum term and termination
As soon as the client has received his/her access data, the contract for using the free product trials (new clients) begins with a maximum contract period of 2 years. The contract automatically ends after the expiration or use of the product tests and cannot be renewed.
As soon as the client has received his/her access data, the contract for the use of fee-based individual orders (standard) begins with a minimum contract period of one year. After expiry of the minimum term, the contract is extended by one year extension periods, unless the client terminates the contract with a notice period of one month before the beginning of an extension period.
Contracts for using the software with monthly billing (“Recruiting” and “Consulting” client models) have a minimum term of six months. After expiry of the minimum term, the contract is extended by one month extension periods, unless the client terminates the contract before the beginning of an extension period.
Contracts for the fee-based use of the software in the “Corporate” client model have a minimum term of one year. After expiry of the minimum term, the contract is extended by one year extension periods, unless the client terminates the contract with a notice period of one month before the beginning of an extension period.
ALEADON has the right to terminate contracts for the fee-based use of the software with monthly billing with a notice period of two weeks to the end of the respective billing period. Other contracts for the free and fee-based use of the software can be terminated with a notice period of four weeks to the end of the month.
The right of both parties to terminate the contract for good cause remains unaffected.
Notice of termination must be in textual form. When termination becomes effective, the client’s account is blocked.
ALEADON is fully liable to the client with a contract for the fee-based use of the software for any damage resulting from injury to life, limb or health as well as for other damages based on an intentional or grossly negligent breach of duty as well as malice. In addition, for contracts, ALEADON is fully liable for the use of the software for damages, which are covered by the liability according to mandatory legal regulations, such as in the case of the assumption of guarantees.
In case of minor negligence, ALEADON shall only be liable for damage caused by ALEADON, concerning contracts for fee-based use of the software, due to material breach of duty that may jeopardise the achievement of the purpose of this contract or any breach of obligations whose fulfilment enables the proper execution of the contract and on the compliance of which the client may rely. In all such cases, liability of ALEADON will be limited to damage that is both typical and foreseeable.
Liability for slightly negligent breach of insignificant ancillary obligations is excluded.
For clients with contracts for the free use of the software, ALEADON is only liable for damages based on intent or gross negligence.
The limitations of liability in Sections 9.1 to 9.4 also apply to claims against executives, employees, other vicarious agents or subcontractors of ALEADON.
Data protection and confidentiality
ALEADON collects and uses the personal data of the client only in accordance with the applicable statutory provisions.
Neither of the contracting parties is entitled to forward confidential information of the other contracting party to third parties without express consent (at least in textual form). This applies to clients with contracts for both free and fee-based use. Any information, whether in textual or verbal form, that (i) is inherently confidential or in need of secrecy, or (ii) the other party to whom the information was given, is already confidential or in need of secrecy due to the external circumstances of the communication. Confidential information includes, in particular, product descriptions and specifications as well as prices. Both contracting parties undertake to use confidential information only for contractually agreed purposes. Both parties take at least the precautions they take with regard to their own confidential information. Such precautionary measures must at least be adequate to prevent disclosure to unauthorised third parties. In addition, both parties are obliged to prevent the unauthorised disclosure or use of confidential information by their clients, employees, subcontractors or legal representatives. The contracting parties will inform each other in writing in case of misuse of confidential information. Exempt from the obligation stated above is such information that (i) was already known to the other party prior to the transfer and without any existing non-disclosure agreement, (ii) is transmitted by a third party not subject to a similar confidentiality agreement, (iii) is otherwise publicly known, ( (iv) has been developed independently and without the use of confidential information, (v) has been released for publication in writing; or (vi) must be submitted by judicial or administrative order, provided that the contractual party affected by the transfer has been informed in a timely manner so as to be able to take legal protective measures in time. The obligation of confidentiality also applies beyond the duration of the contract up to twelve months after the effective termination date of the contract.
ALEADON has the right to amend these GTC at any time or to add any regulations for the use of any newly introduced additional services or features of the software. The changes and additions to the GTC will be announced to the client by e-mail to the e-mail address provided by him/her no later than four weeks before the scheduled coming into force. The agreement of the client to change the GTC shall be deemed given if the amendment has not been appealed in textual form (e.g. letter, fax, e-mail) within a period of two weeks, beginning with the day following the amendment notice. ALEADON warrants, within the amendment notification, to separately indicate the possibility of appeal, the time limit for appeal, the requirement of textual form and the importance or the consequences of not appealing.
ALEADON reserves the right to change the software or offer different functionalities, unless changes and deviations are unreasonable for the client. If the provision of a modified version of the software or a change in functionality of the software involves a change of material in the client’s software-supported workflows and/or limitations on the usability of previously created data, ALEADON will inform the client of this in textual form no later than four weeks before becoming effective. If the client does not object to the change in textual form within a period of two weeks from receipt of the notification of change, the change shall become part of the contract. With every notification of change, ALEADON will draw the client’s attention to the aforementioned deadline and the legal consequences of missing the deadline by failing to appeal.
ALEADON further reserves the right to change the software or offer different features: (i) to the extent necessary to ensure compliance of the services offered by ALEADON with the applicable law, in particular if the legal situation changes; (ii) to the extent that ALEADON has to comply with a court or administrative decision directed towards ALEADON; (iii) to the extent necessary to eliminate software vulnerabilities; or (iv) as far as this is predominantly beneficial to the client.
ALEADON is entitled to adjust prices for the contractual services to compensate for increases in personnel and other costs on a yearly basis in an appropriate amount. ALEADON will disclose these price adjustments and the date of effectiveness of the price adjustment to the client in textual form. The price adjustments do not apply to the periods for which the client has already made payments. If the price increase is more than 5% of the previous price, the client may object to this price increase with a notice period of two weeks from notification.
If the client objects to a change within the meaning of Section 11 in due form and on time, the contractual relationship will continue under the previous conditions. In this case, ALEADON reserves the right to terminate the contract extraordinarily at one month’s notice.
Changes to these GTC must be in textual form. This also applies to the waiver of the textual form itself.
If individual provisions of the GTC have become no longer part of the contract in whole or in part or have become ineffective, the contract remains otherwise valid. Insofar as provisions have become no longer part of the contract or have become invalid, the content of the contract is governed by the statutory provisions.
The contractual relationship existing between the contracting parties is exclusively subject to the law of the Federal Republic of Germany under the express exclusion of the UN Sales Convention. The exclusive place of jurisdiction for all disputes arising out of and/or in connection with this contractual relationship between ALEADON and the client is, as far as legally permissible, the registered office of ALEADON.