General Terms and Conditions for Stella

Introduction

Conditions of participation and registration

You can use Stella if You are a natural person who has reached the age of 18. If You use Stella on behalf of a company or organization, You confirm to Us that You are authorized to act on behalf of that company or organization and You agree to be legally bound by these Terms and Conditions on their behalf.

The use of Stella requires that You have fully completed the registration process for Stella. In order to register for Stella You need

• to enter Your e-mail address and define a password
• to use a profile of a (social) network operated by third parties, such as LinkedIn, Google or Apple (“Social Login”); if You wish to register with Stella by means of Social Login, You will be redirected to the login/registration mask of the (social) network and You can log in there with Your user name and password stored with this provider

(“Login Details”).

You must ensure that the Login Details used for registration are protected against access by third parties and are kept in a safe place. If You have reason to believe that the confidentiality of Your password has been compromised or unauthorized access to Your account of Stella is otherwise possible, You agree to promptly change the Login Details.

We have the right to request password changes from time to time. We may suspend access to Stella pursuant to Section 8 until such a password change has been made.

Provision of Stella

We provide Stella to You as a cloud service in the “software as a service” model. During the term of the Contract, You are being granted the non-exclusive, non-transferable right to access Stella stored and running on servers used by Us, on a worldwide basis via an internet connection, and to use Stella solely for Your own business purposes in accordance with the terms of the Contract and in compliance with all applicable laws. We provide You Stella in the respective then-current version at the router output of the data center used by Us (“Delivery Point”). We do not warrant the establishment and/or maintenance of a data connection between the Delivery Point and Your IT systems.

The scope of features, functions, the quality, the purpose of use as well as the conditions of use of Stella are set out on Our website. Stella Essential (as defined below) is provided „as is“ if and to the extent Stella Essential is available and functional; however, We do not warrant the continuous availability and functionality of Stella Essential. For Stella Professional (as defined below), We undertake to comply with the service levels set out in Annex 1 (Service Level Agreement).

Stella Essential and Stella Professional

We provide a free-of-charge version of Stella with a reduced set of features (“Stella Essential”) as well as a paid professional version of Stella (“Stella Professional”).

We are constantly working on improving Stella. The scope of features that can be used within the Stella Essential is at Our discretion and We retain the right to change the scope of features in the Stella Essential at any time or to stop providing a Stella Essential at all. Without limiting the generality of the preceding sentence, We are entitled to make adjustments to Stella from time to time, for instance in the form of bug fixes, (security) updates or upgrades. If We change essential features of Stella in the context of such adjustments (“Modification”) and You use Stella Professional, We will inform You reasonably in advance about a Modification and any resulting changes to the Stella scope of services. If such a Modification adversely affects justified interests of You in such a way that You can no longer be expected to adhere to this Contract, You may terminate the Contract in text form with a notice period of one month prior to the announced Modification coming into effect. Unless You terminate the Contract, the Modification enters into force on the date specified. We will notify You of this right to termination when providing the information regarding a Modification.

Support Services

We only offer support services for Stella if these have been explicitly agreed upon in text form. Otherwise, Stella is offered by Us without support services.

Your Responsibilities for CRM Services

You acknowledge that We provide Stella as a technical platform to You so that You may implement Stella for the management and processing of Your CRM Services.

You remain solely responsible for Your CRM Services and any data, documents, information, images, and any other content provided by You, Your Users and/or Your Candidates on Stella (“CRM Data”). alphaheads does not exercise any control over, nor does it bear any responsibility for Your CRM Services and/or the CRM Data. You are fully and independently responsible for ensuring the lawfulness, accuracy, and compliance of all CRM Services provided and/or CRM Data processed or made available on or via Stella.

You are required to prepare and provide Your own terms of use for Candidates (“Candidate Terms of Use”) and Your own privacy notice for Candidates (“Candidate Privacy Notice”) and make it available within Stella. You are responsible to comply with all applicable laws and regulations in relation to the preparation, provision and implementation of the Candidate Terms of Use and Candidate Privacy Notice, including but not limited to applicable data protection and consumer protection laws. Upon Your request, We provide You with templates for Candidate Terms of Use and Candidate Privacy Notice (“Templates”) as a starting point for Your preparation of Your Candidate Terms of Use and Candidate Privacy Notice. The Templates require customization from an operational and legal perspective to reflect Your individual setup. It is exclusively Your responsibility to ensure the appropriateness, completeness, and legal conformity of Your Candidate Terms of Use and Candidate Privacy Notice made available by You within Stella. Our liability for the provided Templates is limited to cases of intent or gross negligence; any further liability, in particular for slight negligence, is excluded to the extent permitted by applicable law.

Scope of use and User accounts

You shall ensure that the user accounts (including for Candidates) are only used by persons authorized by You (“User”). Each user account may only be used by the respective User to access Stella; the use of one account by several persons is not permitted.

You shall be liable for the acts and omissions of any User as for Your own acts and omissions.

Other than granting access to Users with respect to Your CRM Services, You are prohibited to (sub-)license, distribute, lease, rent or otherwise make Stella available to any third parties.

We are entitled to take appropriate technical measures for protection against non-contractual use.

Duties of care and cooperation

You are responsible for ensuring that the electronic devices used by You and Your Users have all the relevant technical specifications (internet connection, browser configuration etc.) required to use Stella.

You are responsible to ensure that You achieve the purposes You pursue with the use of the functionalities of Stella.

You are not permitted to do the following and are responsible for ensuring that Your Users do not do so either:

• copy, translate, disassemble, decompile, reverse engineer or otherwise modify Stella (except as permitted by mandatory law) in whole or in part or create derivative works therefrom;
• investigate, scan or test vulnerabilities of Stella and/or circumvent or compromise user authentications or security features of Stella or any associated host, network or account;
• search, retrieve, copy or monitor Stella and/or their content using a program, algorithm or similar method to collect or extract data (e.g., using automated tools such as bots, spiders or scrapers);
• modify, reproduce, or otherwise make available to the public, or publicly broadcast, or create a separate service comparable to, or replicate (any part of) Stella; and
• intentionally or negligently compromise the operation or security of Stella, including by sending, transmitting or implementing files that contain viruses, worms, Trojan horses or other harmful or destructive features.

You are required to inform Candidates that You, as a headhunter and/or consultancy, are solely responsible for providing Your CRM Services, and that neither alphaheads nor Stella is responsible for such CRM Services.

You must ensure that all Users (including any Candidates) keep their Login Details to Stella secret at any time and ensure that these are protected from unauthorized access by third parties or become known to third parties. If there is any suspicion that unauthorized persons may have gained knowledge of a User’s Login Details, You are obliged to inform Us of this incident immediately so that We can suspend the User’s access. We may require that the login password to Stella be changed from time to time. In this case, We may suspend access to Stella for the Users until such requested password change is completed.

You shall be responsible to use Stella in such a way that You act in accordance with all laws applicable to You. You are obliged to indemnify Us against all claims by third parties that are based on the non-compliant use of Stella including but not limited to the processing of personal data by You or the Users in violation of the law or the provisions of the Contract or that are made with Your explicit or implicit approval. If You recognize that such claims are imminent, You must inform Us immediately.

You shall be responsible to secure Your data adequately, in particular by regularly generating backup copies of the data processed in connection with Stella and storing them in Your area of responsibility.

Suspending access

We may at Our reasonable discretion suspend access to Your or Your Users’ account of Stella if We determine or have reasonable grounds to suspect that the use of Stella by You, and/or Your Users:

• violates these Terms and Conditions and/or applicable law,
• infringes the rights of third parties,
• constitutes a security risk to the functioning of Stella, or
• causes liability for Us and/or other users.

We also reserve the right to suspend access to Your account to Stella if You have refused to agree to a reasonable Amendment of these Terms and Conditions pursuant to Section 15.1 by the scheduled date of the Amendment coming into effect.

We will remove the suspension as soon as the reason for the suspension no longer exists. For this purpose, You are welcome to contact Us at [XXX] in order to obtain clarification.

Further claims against You remain unaffected.

Subscribing to Stella Professional

For subscribing to Stella Professional, You may click through Our ordering process on the Stella platform. All details on prices, subscription term and other relevant aspects will be made transparent as part of the ordering process.

All prices are net prices plus the applicable taxes and fiscal charges that accrue by law.

Liability

We are liable in all cases of contractual and non-contractual liability for intent and gross negligence in accordance with the statutory provisions for damages or compensation for futile expenses. In case of slight negligence, We are only liable – unless otherwise provided for in Section 10.2 – if such negligence results in the breach of an essential contractual duty (Kardinalpflicht, a duty which itself is a necessary prerequisite for the contractual performance or a duty the breach of which jeopardizes the purpose of the Contract and upon fulfilment of which the other party could legitimately rely), in which case Our liability shall be limited to typical damages which are foreseeable at the time the Contract is being entered into; such typical foreseeable damage shall not exceed a maximum of one hundred (100) percent of the remuneration that You paid to Us during the period of twelve (12) months immediately preceding the date on which the damage occurred. In all other cases, the liability of Us is excluded subject to the provision of Section 10.2.

The liability of Us for damages

• from injury to life, body or health,
• due to the absence of a warranted quality or in the case of fraudulently concealed defects as well as
• due to mandatory liability

remains unaffected by the above limitations and exclusions of liability.

For the use of the Stella Essential, Section 10.1 shall not apply and Our liability for damages caused by the use of the Stella Essential shall be subject to the provisions on gratuitous lending, i.e., in particular, Our liability shall be limited to intent and gross negligence. The liability set forth in Section 10.2 above remains unaffected.

As far as Our liability is excluded or limited, this also applies regarding any legal representatives, employees or vicarious agents (“Representative”) of Us.

Confidentiality and Use of Data

In connection with the Contract, “Confidential Information” means all information which We or You protect against unrestricted disclosure to third parties or which is to be regarded as confidential according to the circumstances of disclosure or its content, including the Contract itself and all business and trade secrets of either party which become known to the other party in connection with the Contract, including any such information disclosed before entering into the Contract.

Each party shall (i) use Confidential Information only if it is required to fulfil or comply with its obligations under the Contract or if it is permitted under the Contract, (ii) share Confidential Information only with those Representatives that reasonably need to know such Confidential Information for the purpose of the Contract, (iii) not disclose Confidential Information to any third party without the other party’s consent, and (iv) treat Confidential Information of the other party with the same degree of care which such party applies for its own Confidential Information, but in no case with less than a reasonable degree of care.

Irrespective of the above Section 11.2, We shall be entitled to share and disclose Confidential Information to Our affiliated companies, if this is beneficial for the purposes of the Contract.

The duty of confidentiality set forth in this Section 11 does not apply for Confidential Information (i) that was already available to the public at the time when the information was made available to the receiving party or that was later made available to the public through no fault of the receiving party, or (ii) that was already known to the receiving party without an obligation to treat the information confidentially, or (iii) that was developed by the receiving party independently of the Confidential Information received, or (iv) the receiving party lawfully received from a third party without an obligation to treat the information confidentially, or (v) that has been released from the duty of confidentiality by the disclosing party in text form, or (vi) that – after exploitation of all means of defense – necessarily must be disclosed to comply with a judicial order or a regulatory decree; however, in these circumstances, the affected party has to promptly give notice to the other party of such a judicial order or regulatory decree.

The obligation to maintain confidentiality also applies after termination or expiration of the Contract.

We are entitled to analyze or have third parties analyze Your use of Stella for Our product development, diagnostic, corrective, security, license auditing as well as marketing purposes. You agree that all data that is created or generated in the context of the analyses of Your use of Stella, shall be vested with Us. To the extent that the data are allocated to You under statutory law, You hereby grant Us a non-exclusive, worldwide, perpetual, irrevocable, substantially unrestricted, transferable and sublicensable right to use the data for the purposes specified in this Section 11.6.

Term and termination

The Contract for the use of Stella runs for an indefinite period of time.

You can terminate the Contract at any time without giving a reason. This can also be done by deleting Your Stella account. Upon any such termination, the Contract will automatically end immediately (Stella Essential) or at the time the current pre-paid term of Your subscription plan lapses (Stella Professional).

We can terminate the Contract in text form with three (3) months notice at any time (Stella Essential) or to the end of a pre-paid term of Your subscription plan (Stella Professional).

In addition to the right of termination set forth in Section 12.3, We can terminate the Contract for good cause without notice, especially if:

• We consider that You have used Stella in a fraudulent manner, in breach of these Terms and Conditions or for illegal or improper purposes;
• We consider that Your account is being used for the benefit of a third party or You have otherwise deliberately cheated or taken unfair advantage of Us or any of Our other users;
• We are required to do so to comply with applicable law, an order of a court or other regulatory authority.

Our right to suspend Your access to Stella pursuant to Section 8 remains unaffected.

IP and Reference Clause

You are only allowed to use Stella, its features, functionalities, and documentation as well as any other services of Us to the extent specified in these Terms and Conditions. Unless otherwise explicitly provided in these Terms and Conditions, all rights to Stella, its features, functionalities and documentation as well as to other services of Us in the relationship between You and Us are owned by Us, Our affiliated companies or licensors. This also applies if and to the extent these are created or further developed as a result of specifications by or collaboration with You or Your Users. The preceding sentences also apply, in particular, with regard to feedback, suggestions and ideas provided by You or the Users in the context of the integration and/or use of Stella.

You are prohibited from removing any references and/or information regarding copyrights, trademark rights, patent rights and other intellectual property rights referring to Us or Our licensors.

We are authorized to use Your logo in marketing or similar activities without Your prior consent. This includes the right of Us to use Your name, logo and a brief description of the cooperation in a reference list.

Data Protection

We and You undertake to comply with all applicable data protection laws.

Towards the Candidates, You act as an independent data controller with respect to CRM Data. You undertake to process the CRM Data with regard to purpose, duration, type and scope always in compliance with the applicable data protection law.

If and to the extent We processes personal data on Your behalf within the scope of Stella, such processing shall be carried out in accordance with the data processing agreement attached hereto as Annex 2.

Miscellaneous

Modifications to Stella pursuant to Section 2.2, as well as changes to statutory requirements or other reasons may make it necessary for Us to amend these Terms and Conditions (“Amendment”). We will inform You in the event of a planned Amendment to these Terms and Conditions with at least four (4) weeks’ notice to the scheduled date of entry into force; the amended Terms and Conditions will only come into effect if You have agreed to the Amendments. Any amendments and supplements to the Contract must be made in text form to be legally effective.

You are not entitled to transfer the Contract to third parties without Our prior consent in text form.

Subject to any mandatory provisions of the applicable laws of Your place of residence, the Contract is subject to the laws of Switzerland, without recourse to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply to the Contract. Exclusive place of jurisdiction for any disputes arising out of or in connection with the Contract including its validity is [Zug, Switzerland].

If any provision of this Contract or its application to any person or circumstance is void, invalid and/or unenforceable, then the remainder of the Contract or the application of such remainder to other persons or circumstances is not affected thereby. However, if any provision or application thereof is void, invalid and/or unenforceable, then such provision shall be substituted by a valid, suitable and equitable provision or application which comes closest in meaning and economic purpose to the intent and purposes of the void, invalid and/or unenforceable provision or application. The same applies if there is a gap in the Contract.

Annex 1: Service Level Agreement

This Service Level Agreement (SLA) specifies the obligations of Us with regard to the availability and maintenance of Stella Professional.

Annex 2: Data Processing Agreement (DPA) according to Art. 28 GDPR