General Terms and Conditions
This is an English translation provided for information only. The binding version is the German Allgemeine Geschäftsbedingungen (AGB) (see Section 15(4)).
§ 1 Scope, provider
(1) These General Terms and Conditions (GTC) apply to all contracts for the use of the Onyx Agent software platform, including Onyx Network (the “Platform”), between
Recruit-ME (Recruitment Made Easy) Inh. Sibel Kurtcebe e.K., Ganghoferstraße 71, 81373 München, Germany, registered at the Local Court (Amtsgericht) of Munich, HRA 120246 (“Provider”, “we”)
and the customer.
(2) The Platform is aimed exclusively at entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law. By registering, the customer confirms that it is acting in the exercise of its commercial or independent professional activity. Consumers are excluded from use.
(3) Deviating, conflicting or supplementary terms and conditions of the customer do not become part of the contract, even if we do not expressly object to them.
§ 2 Conclusion of contract, account
(1) The contract is concluded upon registration and our confirmation; for paid services, at the latest upon completion of the order process or signature of a separate agreement (e.g. a pilot agreement).
(2) The customer designates the persons who use the Platform (“Users”). Login credentials must be kept confidential and must not be passed on to third parties. The customer is liable for the actions of its Users as for its own.
(3) Separate agreements (e.g. a pilot agreement or individual offer) take precedence over these GTC.
§ 3 Services
(1) We provide the Platform as software-as-a-service over the internet. The scope of services, in particular features, quotas (e.g. number of profiles, assessments, contact retrievals) and prices, is set out in the service description valid when the contract is concluded, on our website or in the Platform, or in the separate agreement.
(2) We continuously develop the Platform. We may change, replace or discontinue features, provided this does not significantly impair the contractually agreed essential services. We will inform the customer of material changes in text form in good time beforehand.
(3) There is no entitlement to the source code, to installation at the customer's premises or to individual customisation.
§ 4 Quotas, credits and add-on packs
(1) Quotas apply to the respective billing period. Unused quotas expire at the end of the period and are not carried over or refunded.
(2) Add-on packs (e.g. profile packs for candidate search) can be used from the time they are credited for the period stated in the service description and expire thereafter. Unused units are not refunded unless the failure is due to a circumstance for which we are responsible.
(3) Once a quota has been used up, the feature concerned cannot be used until the next period or until an add-on pack is purchased.
§ 5 Prices and payment
(1) The prices in euros stated when the contract is concluded apply. All prices are net; where VAT applies, it is shown separately on the invoice.
(2) Fees are payable in advance. Online payments are processed through the payment service provider Stripe. The payment appears on the bank statement as “ONYX AGENT”. We issue invoices electronically.
(3) If the customer is in default of payment, we may, after a prior reminder in text form setting a reasonable deadline, block access to paid features until the arrears have been settled. Statutory rights in the event of default (Section 288 BGB) remain unaffected.
(4) We will announce price changes for ongoing contracts in text form at least six weeks before they take effect. The customer may then terminate the contract as of the date the change takes effect.
§ 6 Term and termination
(1) Paid subscriptions run for the selected billing period (monthly or annually) and renew for the same period each time unless terminated by the end of the current period. Monthly subscriptions can be terminated at any time with effect from the end of the current month; annual subscriptions with 30 days' notice to the end of the term.
(2) Pilot and trial access ends when the agreed period expires, without the need for termination, unless otherwise agreed.
(3) The right to extraordinary termination for good cause remains unaffected. Good cause exists for us in particular if the customer violates Section 7 despite a warning or is in default with more than two monthly fees.
(4) Termination must be given in text form (email is sufficient) or through the termination function in the Platform.
§ 7 Customer obligations
(1) The customer uses the Platform only within the framework of applicable law, in particular data protection law, the German General Equal Treatment Act (AGG) and competition law.
(2) The customer is the controller under data protection law for the processing of applicant and candidate data. It ensures that it has a legal basis for every processing operation, informs data subjects in accordance with Articles 13 and 14 GDPR and fulfils data subject rights.
(3) If the customer uses phone interviews, video meeting recordings or similar features, it informs the people it speaks with in advance and, where required, obtains their consent. Conversations must not be recorded without the participants' knowledge (Section 201 of the German Criminal Code, StGB).
(4) In candidate search (sourcing), the customer receives data from publicly accessible professional sources through third-party providers. The customer uses this data only for recruitment, contacts candidates only within what is permitted (in particular Section 7 of the German Act against Unfair Competition, UWG) and informs them of the origin of the data when first contacting them.
(5) The customer refrains from reading out the Platform by automated means, decompiling it, circumventing security measures, posting unlawful or discriminatory content, or using the Platform for purposes other than recruitment.
(6) The customer indemnifies us against third-party claims based on a culpable breach of these obligations, including reasonable costs of legal defence.
§ 8 Artificial intelligence
(1) The Platform uses AI models to structure CVs, match candidates against requirements, transcribe conversations and create summaries and assessments.
(2) AI results are recommendations to support human decisions. They may be incomplete or incorrect. We give no warranty for their accuracy or their suitability for a particular purpose. The decision about candidates is always made by a person on the customer's side; the customer reviews AI results before every decision.
(3) Hiring decisions are made by the customer; the Platform provides recommendations.
(4) We and our AI service providers do not use customer or candidate data to train AI models.
§ 9 Availability, maintenance
(1) We endeavour to keep the Platform available with as few interruptions as possible. A specific level of availability is owed only if separately agreed.
(2) We carry out maintenance outside normal business hours where possible and announce plannable maintenance in advance where possible.
(3) Features that rely on third-party services (e.g. AI models, telephony, candidate data, connected calendars or email accounts) are available only to the extent those services are available. Outages at third parties for which we are not responsible do not constitute a defect.
§ 10 Data protection and processing on behalf
(1) Where we process personal data on behalf of the customer, the data processing agreement (DPA, German: AVV) under Art. 28 GDPR, which is agreed when this contract is concluded, applies. The DPA is accepted electronically at the first login, before the first processing.
(2) Otherwise, our Privacy Policy applies.
§ 11 Customer data at the end of the contract
(1) On request, which may be made in text form up to 30 days after the end of the contract, we provide the customer's data in a common, machine-readable format. We delete the data no later than 30 days after the end of the contract unless a statutory retention obligation applies.
(2) Shorter retention periods may apply to certain types of data; details are set out in the Privacy Policy.
§ 12 Liability
(1) We are liable without limitation for intent and gross negligence, for injury to life, body or health, under the German Product Liability Act and to the extent of any guarantee we have assumed.
(2) In the event of a slightly negligent breach of an essential contractual obligation (cardinal obligation), meaning an obligation whose fulfilment makes the proper performance of the contract possible in the first place and on whose fulfilment the customer may regularly rely, our liability is limited to the foreseeable damage typical for the contract. In these cases our liability is also limited in amount to the fees paid by the customer in the twelve months before the event giving rise to the damage.
(3) Otherwise, liability for slight negligence is excluded.
(4) Strict liability for defects already present when the contract is concluded (Section 536a(1), first alternative, BGB) is excluded.
(5) The above limitations also apply in favour of our employees, representatives and vicarious agents.
§ 13 Reference
We may name the customer's name and logo as a reference if the customer has agreed to this in text form. Consent may be revoked at any time.
§ 14 Changes to these GTC
(1) We may amend these GTC with effect for the future where this is necessary for a valid reason (e.g. changes in the law, new features) and the customer is not unreasonably disadvantaged as a result.
(2) We will notify changes in text form at least six weeks before they take effect. If the customer does not object within this period, the changes are deemed accepted; we will point out this consequence in the notification. If the customer objects, either party may terminate the contract as of the date the changes take effect.
§ 15 Final provisions
(1) The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods.
(2) The exclusive place of jurisdiction for all disputes arising from this contract is Munich, provided the customer is a merchant, a legal entity under public law or a special fund under public law, or has no general place of jurisdiction in Germany.
(3) Should individual provisions be invalid, the validity of the remaining provisions remains unaffected. The invalid provision is replaced by the statutory provision.
(4) The German version of these GTC is authoritative. Translations are for information only.