Office: Luein Hire a product of LUEIN ANALYTICS RESEARCH AND CONSULTING (OPC) PRIVATE LIMITED, having its registered office and principal place of business at First Floor, 10th A Main, Indira Nagar, Stage - 2 Bangalore , Karnataka, India, to be referred to hereinafter as: Luein Hire
Article 1: Definitions
1.1 The terms below are defined as follows for these supplemental conditions:
– Client: the other party with respect to Luein Hire, acting in the exercise of a profession or business;
– Agreement: the agreement between Luein Hire and the client;
– Database: the collection of Video Contacts put in the System for the client;
– User: each person that can view or obtain access to the System using the client’s Password and User Name or in another way, by or on behalf of the client;
– User Manual: the written or digital documentation drawn up by Luein Hire that describes the application, functioning and functionality of the System;
– User Name: the name selected by the client which, in combination with the Password, provides access to the System;
– Candidate: the natural person who is a potential candidate for a job vacancy and makes use of Luein Hire;
– System: the web-based software system known as Luein Hire from Luein Hire on which the Video Contacts are generated, stored in a Database specific to the client and are made available to the client. This System can be accessed by the client through an internet connection, using a User Name and Password.
– Video Interview: the Video Interview of a Candidate which is visually recorded by or with the help of the facilities of Luein Hire, including all other data gathered about the Candidate (such as a CV, etc.);
– Password: a combination of letters, numbers and symbols provided to the client by Luein Hire, which, in combination with the client’s User Name, provides access to the System.
Article 2: General
2.1. The provisions of these general terms and conditions apply to all offers and all agreements between Luein Hire and a client to whom Luein Hire has stated that these conditions apply, insofar as the parties have not expressly deviated from these conditions in writing.
2.2. The present conditions also apply to all agreements with Luein Hire for which third parties are to be involved in the performance thereof.
2.3. The client’s general terms and conditions apply only if it is agreed expressly and in writing that they are applicable to the contract to the exclusion of these conditions. In this case, any conflicting provisions between the general terms and conditions of Luein Hire and those of the client only apply between the parties if and insofar as these provisions form part of the conditions of Luein Hire.
2.4. In the event that any provisions of these general terms and conditions are declared void or are voided, the remaining provisions of these general terms and conditions will remain fully in effect, and Luein Hire and the client will agree new provisions to replace the void or voided ones. When doing so, the purpose and meaning of the void or voided provision will be taken into account as far as possible.
Article 3: Subject of the agreement
3.1 Based on the agreement, Luein Hire shall offer the client access to the System through an internet connection, making use of a User Name and Password, and the client will be able to make use of the System as described in the User Documentation and create a Database with Video Contacts in the System.
3.2 The System may also be used by Luein Hire to put the Candidate and the client in contact with each other using a webcam connection over the internet. Luein Hire shall make an effort to support as effectively as possible the technology for the Video Interview recorded in this way, but cannot be held liable if a Video Interview is not realised completely or at all.
3.3 The Video Contacts shall be made available to the client based on the agreement. The client is not permitted to let third parties make use of the Video Interview(s), unless expressly agreed otherwise in the agreement.
3.4 Data of the Candidates and Video Contacts must be treated confidentially by both Luein Hire and the client. Luein Hire shall not record the image of a Candidate without the Candidate’s advance permission. Luein Hire has the right to delete all personal data and Video Contacts of a Candidate from the System after one year, unless agreed otherwise with the client.
3.5 Luein Hire shall make every reasonable effort to secure the System against loss and/or any form of improper use, and shall use the suitable technical and organisational measures for this purpose.
3.6 If communication between Luein Hire and the client takes place using electronic resources, such as email and other forms of data traffic, both of the parties shall bear responsibility for standard virus protection. Luein Hire is not liable vis-à-vis the client for any loss or damage that arises from transmitting viruses and/or other irregularities in the electronic communication, or for any messages not received or which were received in a damaged state.
Article 4: Performance of the agreement
4.1 Luein Hire shall carry out the agreement to the best of its ability and understanding and in accordance with the requirements of good professional standards. This will take place based on the state of the technology known at that time.
4.2 If and insofar as required for the proper performance of the agreement, Luein Hire has the right to have certain activities performed by third parties.
4.3 The client bears responsibility for providing to Luein Hire in a timely manner all data that Luein Hire indicates as necessary or which the client should reasonably understand to be necessary for the performance of the agreement. If the data needed for the performance of the agreement are not provided to Luein Hire in a timely manner, Luein Hire has the right to suspend the performance of the agreement and/or to charge the client for additional costs arising from the delay, based on the normal rates.
4.4 Luein Hire is not liable for loss or damage of any nature whatsoever that arises because Luein Hire has based its activities on incorrect and/or incomplete data provided by the client, unless this inaccuracy or incompleteness should have been apparent to Luein Hire.
4.5 If it is agreed that the agreement will be performed in stages, Luein Hire may suspend the performance of parts that belong to a subsequent stage until the client has provided written approval of the results of the immediately prior stage.
4.6 If activities are performed by Luein Hire or by third parties engaged by Luein Hire in the context of the engagement at the client’s location or a location indicated by the client, the client shall provide reasonable facilities as desired by those staff members free of charge.
4.7 The client guarantees the correctness of the information it has provided to Luein Hire and which Luein Hire has posted on the internet.
4.8 The client indemnifies Luein Hire against any claims from third parties who have suffered loss or damage in connection with the performance of the agreement and which are attributable to the client.
Article 5: Amendment of the agreement
5.1 If, during the performance of the agreement, it becomes clear that proper performance necessitates changes to the activities to be performed and/or supplemental activities, the parties will amend the agreement accordingly in consultation and in a timely manner.
5.2 If the parties agree that the agreement will be amended and/or supplemented, this may affect the date on which the performance is completed. In such cases, Luein Hire will inform the client of this as soon as possible.
5.3 If the amendment and/or supplement to the agreement has/have financial and/or qualitative consequences, Luein Hire will inform the client of this in advance.
5.4 If a fixed rate has been agreed, Luein Hire will indicate to which extent the amendment or supplement to the agreement will result in the fixed rate being exceeded.
5.5 Contrary to what is set out in this provision, Luein Hire will not be able to charge additional costs if the amendment or supplement is a result of conditions that can be attributed to Luein Hire.
Article 6: Suspension and dissolution
6.1 Luein Hire has the power to suspend the performance of the obligations or dissolve the agreement in the following cases:
– If the client does not satisfy the obligations from the agreement completely or at all;
– If, after concluding the agreement, Luein Hire becomes aware of certain conditions that give Luein Hire good grounds for fearing that the client will not satisfy the obligations. In the event that there are good grounds to fear that the client will only satisfy the obligations incompletely or improperly, suspension is permitted only insofar as it is justified by the shortcoming;
– If the client, after concluding the agreement, is asked to provide security for the satisfaction of its obligations from the agreement and this security is not provided or not provided sufficiently. Once security has been obtained, the power to suspend the contract ceases to apply, unless the satisfaction of the obligations is unreasonably delayed as a result.
6.2 Furthermore, Luein Hire has the power to dissolve or have dissolved the agreement if circumstances arise that are of such a nature that compliance with the agreement becomes impossible or, in accordance with the principles of reasonableness and fairness, this compliance can no longer be required, or if other circumstances arise of such a nature that the unchanged continuance of the agreement cannot reasonably be expected.
6.3 If the agreement is dissolved, the amounts receivable owed to Luein Hire by the client are immediately due and payable. If Luein Hire suspends the compliance of the obligations, it retains its claims by law and the agreement.
6.4 Luein Hire reserves the right to claim compensation for loss or damage.
Article 7: Rights and obligations of Luein Hire
7.1 Luein Hire has the right make changes and/or improvements to the System without providing advance notice to or obtaining permission from the client. Such a change will not result in a reduction of the agreed uses.
7.2 Luein Hire has the right to temporarily take the System out of service and/or limit its use if this is required for the maintenance of the System. Luein Hire will inform the client in advance of the intention to take the System out of service for maintenance purposes, except in cases where this is not reasonably possible.
7.3 The client declares to be cognisant of the fact that internet traffic can be intercepted by third parties and that systems such as the System can be hacked. In this context, Luein Hire shall take sufficient measures to prevent parties other than the client or Luein Hire from obtaining access to the data stored using the System. Luein Hire shall take in this regard the reasonably possible technical and organisational measures to ensure the safety and security of the System and the personal data contained therein, taking account of the nature of the risks, the state of the technology and the associated implementation costs.
7.4 Luein Hire has the right to mention client name and use client logo in its external communication materials, including corporate website, press releases and presentations.
7.5 Luein Hire is not involved in any way whatsoever in the relationship between the client and a Candidate. Luein Hire is not obligated to verify or to perform a check on data provided by the Candidate.
Article 8: Rights and obligations of the client
8.1 The client is fully liable for the use and content of the System, and indemnifies Luein Hire against any third-party claims that are associated with this use.
8.2 The client is required to act in accordance with what can be expected from a responsible and careful internet user, and is required to take into account all the applicable laws and regulations when using the System.
8.3 The client shall take into account all the instructions, rules and procedures of Luein Hire, including those which are set out in the User Manual.
8.4 The client guarantees vis-à-vis Luein Hire that neither the client, nor any persons or parties associated with the client, shall participate either directly or indirectly in the operation of a system that competes with the System, during the term of the agreement and for two years after the end thereof. In the event that this obligation is violated, the client shall owe Luein Hire an amount that is immediately payable and which cannot be settled, amounting to EUR 10,000 for each violation and for each day that it continues, without prejudice to Luein Hire’s right to compensation for loss or damages.
8.5 The client shall refrain from performing actions that could possibly result in damage to the System or obstruct the use of the System, including but not limited to such things as spreading viruses or otherwise disrupting and/or destroying communications or data storage, or accessing or attempting to access without permission other computers or computer systems on the internet (‘hacking’). The client indemnifies Luein Hire against all loss or damage that Luein Hire suffers as a result of such actions performed by the client or the Users.
8.6 The client shall not perform any actions with respect to the System that exceed its right of use based on the agreement. In particular, the client shall not copy, reproduce or otherwise edit or update the System or its contents, other than for its own use in direct relation to the agreement. The client may also not relinquish the use of the System to third parties.
8.7 The client’s use of personal and other data obtained through Luein Hire, including but not limited to e-mail addresses, is solely permitted in the context of the objective of Luein Hire, namely staff placement.
8.8 The client is not allowed in any case to retrieve and reuse a substantial part of the content of the Database on the System and/or to repeatedly and systematically retrieve and reuse non-substantial parts of the content of Database(s) in the sense of the Databases Legal Protection Act other than as permitted in the agreement.
8.9 Luein Hire has the right to delete the data recorded by the client in the Database if, in the reasonable opinion of Luein Hire, this violates any statutory provision or any provision as referred to in this article, without prejudice to the other rights belonging to Luein Hire.
8.10 The client is responsible for all the use of the System that is carried out using the client’s User Name and Password, or through the client’s computer system, or by staff members or other parties with whom the client has a contractual relationship, and is liable for, and indemnifies Luein Hire against, any loss or damage that Luein Hire suffers as a result of such use.
8.11 The client acknowledges that Luein Hire only provides the technical implementation of the System. The client is responsible and liable for the content of the Database as well as for the proper compliance with all legal obligations relating to the content thereof, such as the Personal Data Protection Act. The client shall inform Luein Hire immediately in writing or by e-mail of the situation if a Candidate has indicated that he/she wishes to have the Video Interview that relates to him/her deleted from the Database and the System. Luein Hire shall satisfy this request as soon as possible and send the client a confirmation of the deletion by e-mail. After receipt of this e-mail, the client will immediately inform the Candidate in writing or by e-mail of the deletion.
8.12 The client is responsible for checking the legitimacy of a Candidate’s identity and every other interaction with the Candidate, as well for as the content of the presentation of Candidates, CVs and for any violation of third-party rights due to the publication of a Video Interview.
8.13 The client indemnifies Luein Hire, at law and otherwise, against any loss or damages that Luein Hire suffers as a result of or in connection with the non-compliance with any obligations that the client is subject to by virtue of this article, including but not limited to claims from third parties, including government agencies and Candidates.
Article 9: Fees, price, costs and term
9.1 Each year, the subscription will be indexed based on the Consumer Price Index as published by Federal Statistical Office of The Netherlands.
9.2 The fee agreed by Luein Hire and the client does not include VAT or possible other charges, nor potential costs to be incurred in the context of the agreement, including shipping and administrative costs, unless indicated otherwise.
9.3 The costs incurred by the client for the internet connection and the connection with the System or the transportation of information between the System and the client shall be borne exclusively by the client and are not included in Luein Hire’s fees.
9.4 The Agreement shall be effective as of the date of execution by both parties and shall extend for the period of 12 months thereafter (Initial Term). The Agreement shall be automatically renewed for extended terms of 12-month periods or the then in-effect term unless Client has provided Luein Hire in writing of its intention not to renew the Agreement, provided notice is given in writing at least 90 days prior to the expiration of the then in-effect Term.
Article 10: Offers and quotations
10.1 All offers are without obligation, unless the offer states an acceptance period.
10.2 The quotations drawn up by Luein Hire are without obligations; they are valid for thirty days after the date of the quotation, unless indicated otherwise. Luein Hire is only bound by the quotations if the client confirms acceptance of the quotation in writing within thirty days.
10.3 Delivery periods in quotations and agreements from Luein Hire are intended as guides, and do not give the client the right to dissolution or compensation for loss or damages if they are exceeded, unless expressly indicated otherwise.
10.4 The prices in the offers and quotations referred to do not include VAT or other government levies, nor any shipping or possible transport and packaging costs, unless expressly indicated otherwise.
10.5 If the acceptance deviates on significant or insignificant points from the offer included in the quotation, Luein Hire is not bound by this. In such cases, the agreement shall not be concluded in accordance with this deviating acceptance, unless indicated otherwise by Luein Hire.
10.6 A composite quotation does not obligate Luein Hire to deliver a part of the goods/services included in the offer or quotation for a corresponding part of the indicated price.
10.7 Offers or quotations do not automatically apply to repeat orders.
10.8 The sending of documentation, price lists and/or price estimates outside the context of a written quotation does not obligate Luein Hire to the delivery or acceptance of an order.
Article 11: Payment
11.1 Invoices from Luein Hire must be paid to a bank account belonging to Luein Hire within fourteen (14) days of the invoice date. Objections to the amount of the invoice do not suspend the payment obligation.
11.2 If the client fails to pay the invoice within the 14-day period, the client is in default by operation of law. In this case, the client shall owe interest amounting to 1% per month, unless the legally permissible interest rate is higher, in which case the legally permissible interest rate applies. The interest over the amount due and payable will be calculated from the time that the client is in default until the time that the full amount is paid.
11.3 In the event of the client’s liquidation or bankruptcy or a moratorium on payments, the amounts receivable by Luein Hire are immediately due and payable by the client.
11.4 Luein Hire has the right to allocate the payments made by the client towards, first of all, the costs, then the accumulated overdue or arrear interest, and finally the principal amount and the accrued interest. Luein Hire may, without entering into default, refuse a payment offer, if the client indicates a different order of the payment allocation.
Article 12: Intellectual property
12.1 Luein Hire grants the client on the basis of the agreement a non-exclusive and non-transferable right to use the Database. The agreement expressly does not extend to the transfer of any intellectual property rights. Luein Hire reserves all of its intellectual property and other rights with respect to the System, including but not limited to the database rights, copyrights on texts, images, designs, photos, visual and/or audio materials, formats, software and rights to brands and domain names, etc.
12.2 Unless expressly provided for otherwise, Luein Hire reserves all its intellectual property rights and other powers.
12.3 The client is not allowed to make changes to the items, unless it follows otherwise from the nature of the item delivered, or is otherwise agreed in writing.
12.4 The designs, sketches, drawings, videos, software and other materials or electronic or other files that have been created by Luein Hire in the context of the agreement remain the property of Luein Hire, regardless of whether these were delivered to the client or to third parties, unless expressly agreed otherwise.
12.5 All documents provided by Luein Hire, including designs, sketches, drawings, videos, software, electronic or other files, etc., are exclusively intended to be used by the client and may not, without the express advance permission of Luein Hire, be reproduced, made public or communicated to third parties, unless the nature of the documents supplied unmistakeably provide otherwise.
12.6 Luein Hire reserves the right to use the additional knowledge acquired through the performance of the activities for other purposes, insofar as no confidential information about the client is make known to third parties.
12.7 If the client provides visual and/or audio materials for Luein Hire to include in the client’s videos, the client will bear responsibility for the transfer of rights with respect to copyrights.
Article 13: Liability
13.1 Luein Hire is only liable for shortcomings in the performance of the engagement insofar as these are the result of deliberate action or gross negligence in the performance of the engagement by Luein Hire.
13.2 If Luein Hire is liable for direct loss or damage, then this liability is limited to a maximum of the amount paid by Luein Hire’s insurer for this matter, or at least to a maximum of half of the amount of the annual subscription fee, or at least that part of the agreement to which the liability relates.
13.3 Direct loss or damage covers exclusively:
– The reasonable costs of determining the cause and scope of the loss or damage, insofar as the determination relates to the loss or damage in the sense of these conditions;
– Any reasonable costs incurred to make Luein Hire’s improper performance conform to the agreement, unless this shortcoming cannot be attributed to Luein Hire;
– The reasonable costs incurred to prevent or limit loss or damage, insofar as the client demonstrates that these costs have led to the limitation of direct loss or damage as intended in these general terms and conditions.
13.4 Luein Hire is not liable for any indirect loss or damage, including consequential loss or damage, loss of profit, savings forgone or loss or damage arising from business stagnation.
13.5 Luein Hire is not liable for the non-functioning or partial functioning of the internet network, or for any technical disruptions, as a result of which the videos of the client temporarily cannot be viewed.
13.6 Luein Hire is not liable if the necessary software cannot be installed, or if the software contains a possible virus or programming error, even if the programme works or has worked on other computers.
13.7 Luein Hire is not liable if a shortcoming arises as a result of injudicious or improper use, or if the client or third parties has/have made or attempted to make changes to the item without the written permission of Luein Hire, or has/have made the item available for purposes for which is not intended.
13.8 Luein Hire is not liable if a shortcoming arises as a result of production by a third party. In this case, the liability is limited to the guarantee provided by the producer of the item.
Article 14: Force majeure
14.1 The parties are not obliged to comply with any obligation, if they are prevented from doing so as a result of a condition that is not due to negligence, nor a cause for which the parties are accountable by law, by a legal act or according to generally accepted standards.
14.2 In these general terms and conditions, force majeure covers, in addition to what is included in the law and the jurisprudence, all external causes, anticipated or not, over which Luein Hire cannot exert any influence, and as a result of which Luein Hire is not able to comply with its obligations. This includes strikes within the Luein Hire company as well as sudden policy changes of educational institutions.
14.3 Luein Hire also has the right to invoke force majeure if the condition that prevents compliance or further compliance occurs after Luein Hire should have complied with its obligation.
14.4 During the period that force majeure continues, the parties may suspend the obligations from the agreement. If this period continues for more than two months, both of the parties have the right to dissolve the agreement, without the obligation to compensate the other party for loss or damage.
14.5 During the time that force majeure occurs, insofar as Luein Hire can comply or will comply with its obligations from the agreement in part, and a value is assigned to the part complied with or to be complied with, Luein Hire has the right to separately invoice the part that has been or will be complied with. The client is required to pay this invoice as if it were a separate agreement.
Article 15: Indemnification
15.1 The client indemnifies Luein Hire against third-party claims relating to intellectual property rights for the materials or data provided by the client, and which are used in the performance of the agreement.
15.2 If the client provides Luein Hire with data carriers, electronic files or software, etc., the client guarantees that these data carriers, electronic files or software are free of viruses and defects. The client is liable at all times for any loss or damage to items that belong to Luein Hire Any resulting from viruses and/or defects in the abovementioned data carriers, electronic files or software.
Article 16: Confidentiality
16.1 Both parties are required to observe the secrecy of all confidential information that they have received from each other or from another source in the context of their agreement. Information is considered to be confidential if a party has communicated this or if this arises from the nature of the information.
16.2 If, based on a legal provision or court decision, Luein Hire is obligated to provide confidential information to third parties designated by the law or the competent court, and Luein Hire is not able to invoke a legal right of non-disclosure or a right of non-disclosure recognised or permitted by the competent court, then Luein Hire is not obligated to provide compensation for loss or payment of damages, and the other party does not have the right to dissolve the agreement on the basis of any loss or damage arising as a result.
Article 17: Non-transferability of staff
17.1 During the term of the agreement and for one year after the end of the agreement, the client shall not employ the staff members of Luein Hire or of companies that Luein Hire has engaged for the performance of this agreement who are or were involved in the performance of the agreement, in any way whatsoever, or have these staff members work in any other way for the client, either directly or indirectly, unless proper professional consultations have been held on this matter with Luein Hire.
Article 18: Disputes
18.1 Unless agreed otherwise by the parties, any differences that arise from or are associated with this agreement shall be settled by competent court in The Netherlands.
18.2 The parties shall only appeal to the court after they have made every possible effort to resolve the dispute between themselves.
Article 19: Applicable law
19.1 Dutch law applies to all offers of Luein Hire and all agreements between the parties.
Article 20: Amendment and location of the conditions
20.1 Luein Hire has the right to unilaterally amend these conditions.
20.2 Unless indicated otherwise, the amended conditions shall enter into effect on the date that they are sent to the client or published on Luein Hire’s website, whichever date comes first. With effect from this date, the amended conditions shall automatically also apply to all existing agreements.
Last modified: June, 2017.