Lemin GmbH, Rochusplatz 1, 50827 Cologne, Germany

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Last updated in September 2023

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Please read these Terms and Conditions carefully before using the Service.

 

1. Scope of Application

1.1 Lemin GmbH ("Lemin") provides a web-based HR Software-as-a-Service (SaaS) ("Software") for companies and related services ("Services").

1.2 These Terms and Conditions ("T&C") govern the Software subscription and the provision of Services to Customers. Software and Services may be subject to additional offering documents (or similar) provided by Lemin (collectively, the "Agreement"). Services may be subject to specific additional terms and conditions that apply to Customer's contractual relationship and are part of the Agreement.

1.3 Any different terms and conditions of the Customer shall not apply to the Agreement unless Lemin expressly agrees to their application in text form.

 

2. Conclusion of the contract, Test Period

2.1 The Customer enters into a fee-based contract with Lemin for the use of the software. The Customer may choose between the software plans with optional modules for a specified maximum number of employees.

2.2 The Customer may enter into a paid contract by requesting and accepting a written or text offer from Lemin.

 

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3. Scope of Software and Services

3.1 Lemin shall provide the Software and Services during the term of the Agreement. The functional scope of the software and the description of the services shall be made available to the Customer by means of an individual offer.

3.2 The software enables data exchange with certain third-party systems ("Third-Party Systems") via interfaces ("Integrations"). An overview and description of all available Integrations will be provided upon request. Lemin reserves the right to make changes to the Integrations, particularly in cases where they are modified or discontinued by the Third Party System provider(s). Lemin does not assume any liability or warranty for third party systems. In order to use an integration, the customer must be authorized to use the third party system to be connected. Within the contractual relationship between Lemin and the customer, the customer shall be solely responsible for the operation of the third party system, including its availability.

3.3 The Customer/Client may switch between the offered Software Plans and change the maximum number of Employees that can be managed by a Plan. Lemin will invoice any additional amounts immediately or as agreed between the parties. Upgrades will be effective as of the date the Client/Customer makes or confirms the adjustment. For downgrades, the notice periods according to clauses 6.2 and 6.3 shall apply accordingly. There shall be no entitlement to a (pro rata) refund.

3.4 Without limiting any other rights or remedies, Lemin may temporarily suspend the Customer's access to any portion of the Software and Services (without liability) if (a) Lemin reasonably determines that (i) there is a threat or attack to the Software or other event that may pose a risk to the Software, the Customer or a third party; (ii) The Customer's use of the Software interferes with or poses a security risk to the Software or a third party; 

or (b) Lemin has notified the Customer that any amount owed by the Customer under the Agreement is thirty (30) or more days past due and the Customer has failed to make payment in full within five (5) days of receipt of such notice (collectively, "Suspensions"). Lemin will notify the Customer in advance (to the extent reasonably possible) of any Suspension and will inform the Customer of the continuation of the Software and Services following any Suspension.

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4. Obligations of the customer

4.1 The following obligations are primary obligations of the Customer and not merely secondary obligations or duties.

4.2 The Customer is solely responsible for the content and data processed in the Software. The customer is obliged to use the software only in accordance with the contract and within the scope of the applicable legal provisions and not to infringe any third-party rights during use. The Customer will inform Lemin immediately in text form about: (i) misuse or suspicion of misuse of the software and services; (ii) a risk or suspicion of a risk to compliance with data protection or data security occurring in the course of the provision of the contractually agreed service; (iii) a risk or suspicion of a risk to the service provided by Lemin, e.g. due to loss of access data or hacker attack.

4.3 The Customer/Client is obliged to ensure the following technical requirements:

4.3.1 The connection to the Internet with sufficient bandwidth and latency is the responsibility of the client.

4.3.2 For optimal use of the Software's offerings and features, the Customer will use the latest versions of the following types of browsers: Google Chrome or Mozilla Firefox or any other browser notified by Lemin. Functional cookies are required for the usability of the Software. If these are not permitted by the client, Lemin shall not be liable for any restrictions resulting therefrom.

4.3.3 The Customer is responsible for taking state-of-the-art IT security measures to ensure that the use of the Software in his/her own organization is subject to appropriate security standards.

4.3.4 The use of shared accounts (e.g. hr@customer.de) is prohibited. The customer is obliged to ensure that his/her users of the software do not pass on their access data.

4.3.5 The Customer shall ensure the security of the Internet connection used, in particular the use of company-owned instead of public virtual private networks (VPN) and the use of VPN connections in public networks.

4.4 The Customer is responsible for the technical setup and administration of the Account. This applies regardless of whether Lemin assists the Customer in setting up the Account in any way. This includes: (i) the functional setup of the account, in particular the migration of data, configuration of processes and products; (ii) the functional setup of integrations in the account and in the third party system, such as the determination whether certain data fields are to be transferred or how customer-specific values from multiple selection fields are to be assigned; (iii) the verification of the correct functioning of the integration by means of test cases (e.g. with regard to the text length of free text fields). (iv) the technical connection of interfaces on the Customer side in accordance with the specification of the incoming and outgoing data, including the entry of API keys and the activation of interfaces in the third-party system; (v) the administration of the account, in particular the creation of users and roles as well as the assignment of accesses.

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5. Granting of rights

5.1 Lemin grants the customer a non-exclusive, non-transferable and time-limited right to use the subscribed software for the agreed term. For rights of use to third-party systems and partner integrations, the provisions of the respective provider(s) shall apply.

5.2 The customer undertakes to use the software only in accordance with the contract and not to make it available for use by third parties. To the extent provided for in the Software Plan, the Customer's right of use shall also extend to the Customer's affiliated companies within the meaning of § 271 HGB, §§ 15 et seq. AktG (German Stock Corporation Act) or to affiliated companies / holding companies / subsidiaries within the scope of the respective applicable provisions of company law.

5.3 In order to further develop and improve the Software, Lemin may process non-personal or anonymized data. For this purpose, Lemin may anonymize the data stored in the Software. The Customer agrees that Lemin holds all rights to such non-personal or anonymous data and may use it in any way for development, diagnostic, corrective, security and marketing or other purposes.

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6. Contract duration and termination

6.1 Unless otherwise agreed, the Customer shall conclude a contract with an annual contract term.

6.2 For contracts with an annual contract term, a minimum term of one year shall apply. After expiration of the minimum term, the contract shall be automatically extended by one year until one of the parties terminates the contract with three months' notice prior to the extension date.

6.3 If a term shorter than one year is agreed, a minimum term of one month shall apply. After expiry of the minimum term, the contract shall be automatically extended by one month in each case until one of the parties terminates the contract no later than 15 days before the extension date.

6.4 The right of both parties to terminate the contract for good cause shall remain unaffected.

6.5 The termination must be made in text form.

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7. Terms of Payment 

7.1 The Customer agrees to pay the fees for the Software and all applicable Services as set forth in the applicable quotation or invoice (in advance for the applicable term). Electronic invoices will be sent to the Customer.

7.2 All amounts and fees are exclusive of taxes, duties, levies and other governmental charges (collectively "Taxes"). The Customer shall be responsible for payment of all Taxes and any related interest and/or penalties resulting from payments made hereunder, except for Taxes based on Lemin's net income.

7.3 For contracts with a monthly contract term, the billing period shall begin on the date the contract begins, or as otherwise agreed to by the parties in text form, and shall end at the end of the month.

7.4 In the case of contracts with an annual contract term, the billing period shall begin on the date of the start of the contract or as otherwise agreed between the parties in text form and shall end at the end of one year. Payment shall be due two weeks after the invoice date.

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8. Warranty, Liability for Defects

8.1 Sections 8.2, 8.4, 8.6 and 8.7 shall only apply in case of the provision of software/services by Lemin against payment. If Lemin provides software/services free of charge, Lemin's liability for damages shall be limited to fraudulent intent.

8.2 Lemin shall provide the software free of material defects and defects of title (e.g. infringement of third party intellectual property rights) and shall maintain the software in a condition suitable for use in accordance with the contract during the term of the contract.

8.3 Any defects or disruptions in system availability shall be reported by the Customer immediately after they become known, stating the circumstances of their occurrence. In the event of software malfunctions, the customer shall support Lemin to a reasonable extent in the search for and elimination of errors.

8.4 Lemin will correct the defect within a reasonable time. For reports and system availability failures that result in a total failure of the Software and that are received within the support hours (published by Lemin), Lemii will endeavor to provide a response time of four hours from the start of the failure. In the case of minor errors that do not result in a total failure of the Software and that occur during ongoing operations, Lemin will endeavor to respond no later than one business day after receipt of the error message.

8.5 Lemin shall be entitled to point out temporary workarounds and to eliminate the actual cause later by adjustments of the software, as far as this is reasonable for the customer.

8.6 The strict liability for initial defects according to § 536a I Alt. 1 BGB is excluded.

8.7 Claims for defects shall become statute-barred within 12 months. This shall not apply insofar as it concerns claims for damages for which Lemin is compulsorily liable by law (see clause 9.1).

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9. Limitation of Liability

9.1 In the case of the provision of services against payment or free of charge, Lemin shall be liable in accordance with the statutory provisions for damages resulting from injury to life, body or health as well as for other damages based on an intentional or grossly negligent breach of duty. In addition, Lemin shall be liable in accordance with the statutory provisions to customers/customers with a fee-based contract for the use of the software for damages covered by liability under mandatory statutory provisions, such as the assumption of guarantees, fraudulent concealment of a defect or under the Product Liability Act in the case of services rendered against payment. Guarantees of Lemin shall only be given in writing and shall in case of doubt only be understood as such if they are designated as "guarantee".

9.2 In case of slight negligence, Lemin shall only be liable for damages caused by Lemin in the case of services against payment and which are based on such essential breaches of duty which endanger the achievement of the purpose of the contract or on the breach of duties the fulfillment of which makes the proper execution of the contract possible in the first place and on the compliance with which the customer/client may rely (so-called breach of cardinal duties).

In such cases, Lemin's liability shall be limited to the foreseeable damage typical for the contract. Liability for the slightly negligent breach of obligations which are not cardinal obligations (cf. clause 9.2, sentence 1) is excluded, unless Lemin is liable according to law (cf. clause 9.1, sentence 2). 

9.3 In case of the provision of services free of charge (e.g. within the test period), Lemin shall only be liable for damages caused by intent or gross negligence as well as fraudulent intent. This limitation of liability shall not apply to damages resulting from injury to life, body or health, for which Lemin shall be liable without limitation.

9.4 The limitations of liability of clauses 9.1 to 9.3 shall also apply to claims against executives, employees, other vicarious agents or subcontractors of Lemin.

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10. Data Protection and Confidentiality 

10.1 Lemin acts as a processor for the Customer Data stored and processed in the Software and the Customer is the data controller for such data. The Customer shall enter into a separate order processing agreement with Lemin. In the event of a conflict, the Order Processing Agreement shall take precedence over these TOS.

10.2 "Confidential Information" means any information, whether written or oral, that (i) is confidential or privileged by its nature or (ii) that the party to whom the information is provided must recognize as confidential and privileged due to the particular circumstances. Confidential information includes, in particular, product descriptions and specifications and prices. The parties undertake the following:

10.2.1 Not to disclose Confidential Information of the respective other party to third parties without express consent (at least in text form).

10.2.2 To use the confidential information only for contractually agreed purposes.

10.2.3 To take at least the same security precautions as they take with respect to their own confidential information. These precautions shall at least be adequate to prevent disclosure to unauthorized third parties. In addition, both parties are obliged to prevent unauthorized disclosure or use of confidential information by their customers, employees, subcontractors or legal representatives.

10.2.4 To inform each other in text form of any misuse of confidential information.

10.3 Confidential information is not information that:

10.3.1 Was known to the other party prior to transmission and without an existing confidentiality agreement,

10.3.2 Communicated by a third party(ies) not subject to a similar confidentiality agreement, 

10.3.3 Otherwise publicly known,

10.3.4 Have been developed independently and without the use of confidential information,

10.3.5 Released for publication in text form, or

10.3.6 Must be transmitted due to a legally binding court or official order, provided that the party/parties affected by the transmission are informed in good time in order to be able to take legal protection measures.

10.4 Neither party may obtain confidential information by reverse engineering. In this context, "reverse engineering" shall mean all actions, including observing, testing, examining and reassembling, with the aim of obtaining confidential information.

10.5 The restrictions contained in Clauses 10.2 to 10.4 shall apply until the earlier of the date on which the Confidential Information concerned ceases to be confidential or a period of five years after termination of the Agreement.

 

11. Advertising

By subscribing to the Service, you agree that we may disclose the fact that you are our customer. As long as these Terms and Conditions remain in effect, you grant us the right to reference your company name and logo in marketing materials and on our public website until your use of the Service is discontinued.

 

12. Reservation of Rights to Modify 

12.1 Lemin shall have the right to modify these TOS at any time or to change provisions for the use of newly introduced additional services or features of the Software or Services. Changes and additions to these T&C will be announced to the customer/client by e-mail to the specified e-mail address at least four weeks before the planned effective date of the changes. The Customer's consent to the amendment of the T&C shall be deemed granted if the Customer does not object to the amendment in text form within a period of two weeks, beginning with the day following the announcement of the amendment. The announcement must refer to the amendment, the possibility of objection, the objection period, the text form requirement and the result of the objection.

12.2 Lemin reserves the right to modify the Software and/or Services to provide different functionalities, unless the modifications or deviations are unreasonable for the Customer. If the provision of a modified version of the Software or a change in the functionality of the Software involves significant changes in the customer's workflow supported by the Software and/or restrictions in the usability of the data generated to date, Lemin shall give notice in text form to the customer at least four weeks prior to the effective date of such change. If the customer does not object to the change within a period of two weeks after receipt of the change notification in text form, the change shall become part of the contract. The notice of amendment shall refer to the amendment, the possibility of objection, the objection period, the text form requirement and the result of the objection.

12. 3 Lemin further reserves the right to modify the Software and/or the Services to provide different functionalities (i) to the extent necessary to bring the Services provided by Lemin into compliance with the (case) law applicable to such Services, in particular if the legal situation changes; (ii) to the extent that Lemin complies with a court or regulatory decision addressed to Lemin; (iii) to the extent necessary to remedy security vulnerabilities in the Software; (iv) due to material changes in the services or contractual terms of third party providers or subcontractors; or (v) to the extent that this is predominantly beneficial to the Customer. In particular, Lemin reserves the right to limit or discontinue the provision of additional functionalities or integrations if the technical partners for these additional functionalities or the providers of the partner integrations substantially change or limit their services or contractual terms and conditions and Lemin can therefore no longer be reasonably expected to continue providing them, e.g. because the additional effort by Lemin is disproportionately large. In the case of an annual contract period, the client/customer will receive an appropriate pro-rata refund of the fees paid in advance, provided that the additional functionality or integration was invoiced separately.

12.4 Lemin shall be entitled to adjust its list prices annually by a reasonable amount to compensate for increases in personnel costs or other costs. Lemin shall notify the client of such price adjustments and the effective date of the price adjustment in text form. The price adjustments do not apply to periods for which the customer has already paid. If the price increase is more than 5% of the previous price, the customer may object to this list price increase within a period of two weeks from notification. A change in the price due to a change in the scope of services or the number of employees to be managed shall not be considered a price adjustment within the meaning of this Section 12.4.

12.5 If the Customer objects to a change within the meaning of this clause 12 in accordance with the respective notification requirements, the proposed change shall not take effect and the contract shall continue under the previous conditions. In this case, Lemin reserves the right to terminate the contract extraordinarily with a notice period of one month. 

12.6 With the exception of the changes specified in clauses 12.1 to 12.4, the parties must agree on any change to the contract in text form.

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13. Final Provisions

13.1 Unless otherwise agreed, notices and declarations under this Agreement shall be in writing, which shall also include text form (e.g. e-mail). Amendments to the contract must be made in writing or text form. This shall also apply to any waiver of this formal requirement.

13.2 If any provision of the Agreement is invalid, illegal or unenforceable, the other provisions of the Agreement shall remain enforceable and the invalid or unenforceable provision shall be deemed amended to be valid and enforceable to the maximum extent permitted by law.

13.3 The contract between the parties shall be governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods. The exclusive place of jurisdiction for all disputes arising from and/or in connection with the contract between Lemin and the Customer shall be Cologne, Germany, to the extent permitted by law.