1.1 JobExport (“Higherd”) provides a web-based HR software-as-a-service platform (“Software”) for small and medium-sized businesses, along with associated services (“Services”).
1.2 These general terms and conditions (“GTC”) govern the subscription to the Software and the provision of Services. Additional details may be set out in quotes or similar documents issued by Higherd (collectively, the “Agreement”). Specific Services may be subject to supplemental terms, which also become part of the Agreement.
1.3 Any terms and conditions proposed by the customer do not apply unless Higherd has explicitly agreed to them in writing.
2.1 To use the Software, the customer must create an account (“Account”). By doing so, the customer makes a binding offer to enter into a fee-based Agreement with Higherd for the use of the Software and/or Services.
2.2 The customer can select from available Software plans and additional features, with pricing based on a predefined maximum number of users.
2.3 A fee-based Agreement can be finalized by (a) selecting Software and Services and entering contract information within the customer’s Account, subject to Higherd’s confirmation, or (b) requesting and accepting a formal quote from Higherd, including via email.
3.1 Higherd will provide the Software and Services for the duration of the subscription. A description of features and services is available on Higherd’s website or in specific offers (“Service Description”).
3.2 Certain Software features (e.g., E-signature, CV parsing) may be subject to a fair use policy as defined and communicated by Higherd. Excessive or inappropriate use may result in restricted access following prior notice.
3.3 The Software supports data exchange with third-party systems (“Third-Party Systems”) through integrations (“Integrations”). Details about available Integrations may vary by plan or additional features.
Customers must have the legal right to use any connected Third-Party Systems and are fully responsible for their operation and integration.
3.4 Customers may change their Software plan or user limit. Higherd will invoice for any upgrades immediately or as agreed. Upgrades take effect upon confirmation. Downgrades or app removals require advance notice.
3.5 Higherd may suspend access to the Software or Services, without liability, under the following circumstances:
Higherd will provide advance notice where reasonably possible and updates on resumption of services.
4.1 Higherd provides the Software with an availability of 99% on an annual average. Downtime due to force majeure or planned maintenance outside of business hours (Monday–Friday, 9:00 am to 6:00 pm BST/CEST/CET) is excluded.
4.2 If error reports are received outside support hours, troubleshooting begins on the next working day. Any delays caused by the customer (e.g., unavailable contact person, delayed reporting) are not counted toward the resolution time.
5.1 The following responsibilities are major obligations of the customer and are not to be classified as secondary obligations or duties.
5.2 During the Unpaid usage of the Software in accordance with section 2.1, the customer is obligated to review the functionalities of the Software and to notify Higherd in writing (including email) about possible defects and other deviations from the Service Description before concluding a fee-based Agreement for the use of the Software. The customer cannot invoke defects and other deviations from the Service Description, which were already known or present during the Trial, but were not reported before the conclusion of a fee-based Agreement for the use of the Software.
5.3 The customer shall provide at least one qualified contact person together with a deputy, who is entitled to make all necessary decisions, that are required for the contractually agreed provision of Software and Services (commercial, administrative, security, invoicing, etc.) or to bring about such decisions without undue delay. The customer shall inform Higherd about any changes of the contact person (including deputy) without undue delay.
5.4 The customer is solely responsible for the content and data processed within the Software. The customer shall use the Software only in accordance with the Agreement and within the framework of the applicable statutory provisions and not to infringe any rights of third parties during use. The customer will inform Higherd without undue delay in writing (including email) about: (i) the misuse or suspicion of misuse of the Software and Services; (ii) a risk or suspicion of a risk for the compliance of data protection or data security which occurs within the scope of the provision of the Software and Services; (iii) a risk or suspicion of a risk for the service provided by Higherd, e.g. due to loss of access data or hacker attack.
5.5 The customer shall ensure the following technical requirements:
5.5.1 The connection to the internet in adequate bandwidth and latency is the customer’s responsibility.
5.5.2 For an optimal use of the offers and functions of the Software the customer shall use the latest versions of the following browser types Google Chrome, Microsoft Edge or Mozilla Firefox or any other browser notified by Higherd. Functional cookies are needed for the usability of the Software. If these are not permitted by the customer, Higherd shall not be liable for any restrictions resulting from this.
5.5.3 The customer is responsible for taking state-of-the-art IT security measures to ensure that the use of the Software is subject to appropriate security standards within their own organisation.
5.5.4 The use of shared accounts (e.g. hr@customer.com) is prohibited. The customer shall ensure that their users of the Software do not share their login data.
5.6 The customer is responsible for the professional setup and administration of the Account. This applies regardless of whether Higherd supports the customer setting up the account in any form. This includes: (i) the professional setup of the Account, in particular the migration of data, configuration of processes and products; (ii) the technical setup of Integrations in the Account and in the Third-Party System, such as determining whether certain data fields should be transferred or how customer-specific values from multiple-selection fields are to be assigned; (iii) verification of the correct functioning of the Integration on the basis of test cases (e.g. concerning the text length of open text fields) before productive use; (iv) the technical integration of interfaces on the customer side in accordance with the specification of incoming and outgoing data, including API key input and the activation of interfaces in the Third-Party System; (v) the administration of the account, in particular the creation of users and roles and the assignment of access.
6.1 Higherd grants the customer a non-exclusive, non-transferable and time-limited usage right for the subscribed for Software for the agreed term. For rights of use to Third-Party Systems and Partner Integrations, the provisions of the respective provider will apply.
6.2 The customer undertakes to use the Software only in accordance with the Agreement and not to provide it to third parties to use. Insofar as the Software plan provides for this, the customer’s usage right also extends to the customer’s affiliates within the meaning of § 271 German Commercial Code, §§ 15 ff. German Stock Corporation Act or to affiliated companies/holding companies/subsidiaries within relevant applicable provisions of corporate law.
6.3 Higherd may process non-personal or anonymous data to develop and improve functionality and the customers’ experience with the Software. For this purpose, Higherd may anonymise data stored in the Software. The customer agrees that Higherd owns all rights in and is free to use any such non-personal or anonymous data in any way it deems fit for development, diagnostic, corrective, security as well as marketing or any other purposes.
7.1 The customer can choose a monthly or a yearly subscription Agreement. For Services, the term of the Software applies unless specifically stated otherwise.
7.2 In case of Agreements with a monthly subscription, an initial term of one month shall apply. After the expiry of the initial term, the Agreement shall automatically renew on a monthly basis until either party terminates the Agreement with a notice not later than 15 days’ prior to the renewal date.
7.3 In case of Agreements with an annual subscription, an initial term of at least one year shall apply or as stated otherwise in the Agreement. After the expiry of the initial term, the Agreement shall automatically renew on a yearly basis, until either party terminates the Agreement with notice not later than 90 days’ prior to the renewal date.
7.4 The right of both parties to terminate the Agreement for good cause remains unaffected.
7.5 Notice of termination must be given in writing (including email). All licences and rights granted under the Agreement shall be immediately terminated.
8.1 The customer agrees to pay the fees for the Software and any applicable Services in accordance with the applicable quote. The customer will be billed depending on their subscription term as stated in the applicable quote document. The customer authorizes Higherd to conduct payments by direct debit or as stated in the quote documents. Electronic invoices will be sent to the customer.
8.2 The customer acknowledges, and agrees, that a minimum user number commitment will be applied for the subscription term (“User Commitment”). The User Commitment will be initially established in the quote documentation and subsequently can only be increased during the subscription term. In the event of new users being added in between billing periods, the customer will be charged for those users at a prorated rate (the applicable fees in the quote documentation shall apply) from the number of days left in the billing period from the date the new users are added. For annual paying customers, an invoice will be issued to the customer at the end of the calendar month. For monthly paying customers, an invoice will be issued to the customer at the next monthly billing date.
8.3 All amounts and fees are exclusive of taxes, duties, levies, tariffs, 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 any payments made hereunder, other than any taxes based on Higherd’s net income.
8.4 For Agreements with a monthly subscription, the billing period begins on the commencement date of the Agreement or as otherwise agreed by the parties in text form and ends with the expiry of one month.
8.5 For Agreements with a yearly subscription, the billing period begins on the commencement date of the Agreement or as otherwise agreed by the parties in text form and ends with the expiry of one year unless the (initial) term agreed upon in the quote is longer than one year.
9.1 Sections 9.2, 9.4, 9.6, and 9.7 shall apply only in case of paid Software/Services provision by Higherd. To the extent Higherd provides Software/Services free of charge, Higherd’s liability for defects is limited to fraudulent intent.
9.2 Higherd shall provide the Software free from material and legal defects (e.g., violation of third-party intellectual property rights) and shall maintain the Software in a condition suitable for contractual use during the term of the Agreement.
9.3 Any defects or disruptions of the system availability shall be reported by the customer together with the details of the circumstances of their occurrence without undue delay after it has become known. In case of occurring Software disruptions, the customer will support Higherd to a reasonable extent in the identification and correction of errors.
9.4 Higherd shall remedy the defect within a reasonable period of time. In case of reports and disruptions of the system availability which lead to a total failure of the Software and which are received within the support hours (as published by Higherd), Higherd will attempt to ensure a reaction time of four hours from the beginning of the disruption. In case of minor errors that do not lead to a total failure of the Software and that occur during ongoing operation, Higherd will attempt to respond no later than one working day after receipt of the error message.
9.5 Higherd shall be entitled to show temporary workarounds and to eliminate the actual cause later by making adjustments to the Software, provided that this is reasonable for the customer.
9.6 The strict liability for initial defects in accordance with § 536a (1), Alt. 1 German Civil Code is excluded.
9.7 Defect claims expire within 12 months. This does not apply in case of defect claims for damages for which Higherd is mandatorily liable under the statutory law (see section 10.1).
10.1 In the case of paid or unpaid service provision, Higherd is liable according to the statutory provisions for damages resulting from the injury of life, of the body or health, and for other loss due to a breach of duty resulting from intent, gross negligence, and fraudulent intent. In addition, Higherd is liable according to the statutory provisions towards customers with fee-based Agreements for the use of the Software for damages covered by liability under mandatory statutory provisions such as in the case of assumption of guarantees, fraudulent concealment of a defect, or according to German Product Liability Law in the case of paid services. Guarantees by Higherd are only given in written form and in case of doubt are to be interpreted as such, only if they are referred to as “guarantee”.
10.2 In case of slight negligence for paid service provisions, Higherd is only liable for damages caused by Higherd and which are due to such essential breaches of duty, which endanger achieving the purpose of the Agreement or to breaches of duties, whose fulfilment enables the proper execution of the Agreement in the first place and whose compliance the customer may rely on (so-called violation of cardinal obligations). In these cases, the liability of Higherd is limited to typically contractual predictable damages. Liability for slight negligent violation of obligations that are not cardinal obligations (see Section 10.2 sentence 1) is excluded, except where Higherd is liable by law (see Section 10.1 sentence 2).
10.3 In the case of free service provision (e.g., within the Trial), Higherd is responsible only for damage, which is based on wilful intent, or gross negligence as well as fraudulent intent. This limitation of liability does not apply to damages resulting from injury to life, body, or health; for this, Higherd is liable without limitation.
10.4 The limitations of liability in sections 10.1 to 10.3 also apply to claims against executive employees, employees, other vicarious agents, or subcontractors of Higherd.
11.1 Higherd acts as a processor for the customer data stored and processed in the Software and the customer shall be the data controller of such data. For customers who have already entered into separate data processing terms prior to September 01, 2024, the data processing terms remain valid. For all other customers, the controller-processor agreement on the Higherd website (“Data Processing Addendum”) is hereby agreed and incorporated and forms an integral part of the Agreement. In case of a conflict, the data processing agreement / Data Processing Addendum, respectively, shall prevail over these GTC.
11.2 “Confidential Information” shall mean any information, no matter whether written or oral, which (i) by its nature is confidential or subject to secrecy or (ii) which the party, whom the information is transmitted to, must have recognized as confidential and a subject to secrecy because of exceptional circumstances. Confidential Information includes, in particular, product descriptions and specifications as well as prices.
11.2.1 Not to disclose Confidential Information of the respective other party to third parties without express consent (at least in text form).
11.2.2 To undertake to use Confidential Information only for contractually agreed purposes.
11.2.3 To take at least the same precautions as they do in regards to their own Confidential Information. Such precautions shall at least be reasonable to prevent disclosure to unauthorized third parties. In addition, both contracting parties are obliged to prevent the unauthorized disclosure or use of Confidential Information by their customers, employees, subcontractors, or legal representatives.
11.2.4 To inform each other in text form of any misuse of Confidential Information.
11.3 Confidential Information shall not include information which:
11.3.1 Was known to the other party prior to transmission and without an existing confidentiality agreement,
11.3.2 Is transmitted by a third party not subject to a similar confidentiality agreement,
11.3.3 Is otherwise publicly known,
11.3.4 Was independently developed without using confidential information,
11.3.5 Is released for publication in text form, or
11.3.6 Is required to be transmitted due to a final legally binding court order or authority provided that the party affected by the transmission is informed in time in order to take legal protection actions.
11.4 Neither party shall obtain Confidential Information by means of reverse engineering. “Reverse Engineering” in this context means all actions, including observing, testing, examining, and reassembling, with the aim of obtaining Confidential Information.
11.5 The restrictions contained in sections 11.2 to 11.4 will continue to apply until the earlier of the relevant Confidential Information ceasing to be confidential and a period of five years following termination of the Agreement.
12.1 Higherd has the right to change these GTC at any time or to amend regulations for the use of any newly introduced additional services or features of the Software or Services. Changes and amendments to these GTC shall be announced to the customer by email to the indicated email address not later than four weeks before the scheduled changes come into force. The customer’s consent to the change of the GTC will be deemed granted if the customer does not object to the amendment in writing (including email) within a period of two weeks, beginning with the day following the day of the announcement of the amendment. Any announcement shall indicate the relevant amendment, the possibility of objection, the deadline for an objection, the written notice requirement, and the outcome of an objection.
12.2 Higherd reserves the right to modify the Software and/or Services to offer deviating functionalities, unless changes or deviations are not reasonable for the customer. If significant changes to the Software-supported workflow of the customer and/or limitations in usability of so far generated data go along with the provision of a modified version of the Software or a change of functionality of the Software, Higherd will announce this to the customer in writing (including email) at the latest four weeks before the effective date of such a change. If the customer does not object to the change in writing (including email) within a period of two weeks upon receipt of the notification of change, the change shall become part of the contract. Any announcement shall indicate the relevant amendment, the possibility of objection, the deadline for an objection, the written notice requirement, and the outcome of an objection.
12.3 Higherd further reserves the right to modify the Software and/or Services to offer deviating functionalities, (i) to the extent necessary to make the services offered by Higherd compliant with the (case) law applicable to such services, in particular if the legal situation changes; (ii) to the extent Higherd complies with a court order or authority decision addressed to Higherd; (iii) to the extent necessary to eliminate security vulnerabilities of the software; (iv) due to significant changes in the services or contractual conditions of third-party providers or subcontracting companies, or (v) to the extent that this is predominantly beneficial for the customer. Higherd especially reserves the right to restrict or discontinue the provision of additional functionalities or Integrations if the technical partners for these additional functionalities or the providers of the Third-Party Integrations significantly change or limit their services or terms of service and Higherd can therefore no longer reasonably be expected to continue providing the above, such as if the additional expense due to Higherd’s involvement would be economically unreasonable. For the case of annual calculation, the customer will receive an appropriate pro-rata reimbursement of fees paid in advance, provided that the additional functionality or Integration was invoiced separately.
12.4 Higherd is entitled to adjust its list prices to compensate for personnel costs or other cost increases annually in an appropriate amount. Higherd will announce these price adjustments and the effective date of the price adjustments to the customer in writing (including email). The price adjustments shall not apply to the periods the customer has already paid for. 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 resulting from a change in the scope of features or the number of users to be administered shall not be deemed 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 section 12 in accordance with the relevant notification requirements, the proposed change will not be effective and the Agreement shall continue under the existing terms. In this case, Higherd reserves the right to terminate the Agreement extraordinarily on one month’s notice.
12.6 Except as set out in sections 12.1 to 12.4, any variation to the Agreement shall be agreed by the parties in writing (including email).
13.1 Unless otherwise agreed, any notification or declaration under the Agreement shall be made in writing which includes text form (e.g., email). Amendments to the Agreement shall be made in writing or text form. This shall also apply to the waiver of this form requirement.
13.2 If any provision of the Agreement is invalid, illegal or unenforceable, the other provisions of the Agreement will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
13.3 The Agreement between the parties shall be governed by and construed in accordance with 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 Agreement between Higherd and the customer is, as far as legally permissible, Frankfurt am Main.
