Terms & Conditions
for the Localyze Agreement on Global Mobility Services ("Terms & Conditions") of Localyze UG (haftungsbeschränkt) ("Localyze")
1. Scope of Application
1.1. Localyze offers different services in regard to the administration of international employees to clients, amongst those are Global Mobility
Services ("Global Mobility Services"), also referred to as "Localyze Services". These Terms & Conditions apply to all business relationships of
Localyze regarding Localyze Services from 01.03.2021.
1.2. With the conclusion of a Global Mobility Service Agreement (the "Localyze Agreement"). Client accepts these Terms & Conditions.
1.3. A change in the legal form of Localyze shall not affect the applicability of these Terms & Conditions.
2. Client's Obligations
2.1. For the purpose of the Localyze Agreement and these Terms & Conditions, "Client" includes Client's respective current parents, successors,
predecessors, and subsidiaries and affiliated companies, as defined under § 15 Stock Corporation Act (Aktiengesetz – AktG).
2.2. Client agrees to pay fees as set forth in Section 4 herein, taking also into account the special provisions set forth in Section 11, and in any
additional addendum for Services mutually agreed in writing between the Parties.
3. Payment Terms
4.1. Localyze is entitled to charge interest of nine (9) percentage points above the base rate per year on delayed payment. Client's failure to pay
undisputed invoices when due triggers Localyze's rights as set forth in Section 3.
4.2. In the event of a dispute over an invoice amount, the Parties agree to use best efforts to resolve the dispute quickly and to ensure funding
payroll in a timely manner.
4. Relationship Disclosure
Client agrees to participate in Localyze's Customer Advocacy Program, which may include a reference, logo, case study, and/or testimonial.
5. Limitations and Liability
5.1. Both Party's liability for breach of contractual obligations and for tort is limited to intent and gross negligence. This shall not apply in the event of injury to life, body and health of Client, claims due to breach of cardinal obligations, i.e. obligations which arise from the nature of the Agreement and whose transfer endangers the achievement of the purpose of the Agreement, as well as in the event of compensation for
damages caused by delay, as provided under § 286 German Civil Code (Bürgerliches Gesetzbuch – BGB). Both Party's total liability and the
total liability of its contractors, and its licensors, and their respective directors, officers, employees and agents in connection with Localyze Agreement and these Terms & Conditions shall be limited in any case to the lesser of twelve (12) times the Monthly Service Fee payable by Client for the relevant employee, twelve (12) times the Relocation Packages Fee or one hundred thousand Euros (EUR 100,000.00). Except as expressly set forth herein, in no event shall either Party or its contractors, and its licensors, and their respective directors, officers, employees and agents in connection with the Localyze Agreement and these Terms & Conditions be liable for indirect, special, pure economic or consequential damages or loss of profit.
5.2. The aforementioned exclusion of liability shall apply accordingly to breaches of duty by the Party's agents (Erfüllungsgehilfen).
5.3. The exclusion of liability does not apply to liability under the German Production Liability Act (Produkthaftungsgesetz – ProdHaftG) or if either
Party fraudulently concealed the defect.
5.4. Insofar as liability for damages is not excluded, such claims shall become statute-barred within one (1) year beginning with the accrual of the claim or, in the case of claims for damages due to a defect, from the transfer of the item. This period does not apply if either Party is liable due to intent or gross negligence or due to injury to life, body and health.
6. Assignment; Sub-Contracting
6.1. Neither Party may assign the Localyze Agreement and these Terms & Conditions or any of its rights or obligations hereunder to a third party without the express prior written consent of the other, such consent not to be unreasonably withheld or delayed.
6.2. Client shall not, during the term the Localyze Agreement and for a period of twelve (12) months after its termination, directly or indirectly (whether itself or through any of its affiliates) engage or otherwise arrange for any Partner Company to perform or provide services which are the same as, or similar to the Services provided by Localyze under the Localyze Agreement, to the extent that the relevant Partner Company was introduced by Localyze to the Client or otherwise utilized by Localyze to provide all or a part of the Services.
7.1. "Confidential Information" shall mean any and all information relating to either Party's business, including, but not limited to, research, developments, product plans, products, services, diagrams, formulae, processes, techniques, technology, firmware, software, know-how, designs, ideas, discoveries, inventions, improvements, copyrights, trademarks, trade secrets, customers, suppliers, markets, marketing, finances disclosed by a Party (the "Disclosing Party"), either directly or indirectly, in writing, orally or visually, to the other Party (the "Receiving Party").
7.2. Unless otherwise agreed to in advance and in writing by the Disclosing Party or except as required by law or court order, the Receiving Party will not use the Confidential Information for any purpose whatsoever other than the performance of its obligations under the Localyze Agreement and these Terms & Conditions and shall not disclose the Confidential Information to any third party.
7.3. In the Localyze Agreement and these Terms & Conditions the term Confidential Information does not include information which:
I. is in or comes into the public domain without breach of the Localyze Agreement and these Terms & Conditions by the Receiving Party;
II. was in the possession of the Receiving Party prior to receipt from the Disclosing Party and was not acquired by the Receiving Party from the Disclosing Party under an obligation of confidentiality or non-use;
III. is acquired by the Receiving Party from a third party not under an obligation of confidentiality or non-use to the Disclosing Party; or
IV. is independently developed by the Receiving Party without use of any Confidential Information of the Disclosing Party.
7.4. The Receiving Party may disclose the Confidential Information only to those of its employees who need to know such information. In addition, prior to any disclosure of such Confidential Information to any such employee, such employee shall be made aware of the confidential nature of the Confidential Information and shall execute, or shall already be bound by, a non-disclosure agreement containing terms and conditions consistent with the Localyze Agreement and these Terms & Conditions. In any event, the Receiving Party shall be responsible for any breach of the Localyze Agreement and these Terms & Conditions by any of its employees.
7.5. The Receiving Party shall use the same degree of care to avoid disclosure of the Confidential Information as it employs with respect to its own Confidential Information of like importance, but not less than a reasonable degree of care.
7.6. Upon the termination or expiration of the Localyze Agreement and these Terms & Conditions for any reason, or upon the Disclosing Party's earlier request, the Receiving Party will deliver to the Disclosing Party all of the Disclosing Party's property or Confidential Information in tangible form that the Receiving Party may have in its possession or control. The Receiving Party may retain one copy of the Confidential Information in its legal files.
8. Data Protection
8.1. The Parties may share personal data and sensitive personal data to the extent necessary to (i) perform and implement the terms of the employment contract or the Localyze Agreement for services with the Employee; and/or (ii) perform or conclude the terms of the Agreement pursuant to which Client has contracted with Localyze to engage the Employee.
8.2. The Parties agree to process personal data fairly and lawfully in compliance with the Localyze Agreement and these Terms & Conditions and all applicable laws, enactments, regulations, orders, standards, and other similar instruments that apply to such Party's personal data processing operations, including with respect to subprocessors. Each Party shall ensure that its processing of personal data is limited to perform the terms of the Localyze Agreement and these Terms & Conditions and is based on a legal ground for lawful processing.
9. Intellectual Property
9.1. "Intellectual Property" means patents, rights to inventions, trademarks, service marks, registered designs, copyrights and related rights, database rights, design rights, rights to use and protect confidential information, in each case whether registered or unregistered, including rights to apply for and be granted applications for any of the above and any continuations, continuations-in-part, divisional applications, renewals or extensions of, and rights to claim priority from, those rights, and any similar right recognized from time to time in any jurisdiction, together with all rights of action in relation to the infringement of any of the above.
9.2. "Pre-Existing Intellectual Property" means: (i) Intellectual Property in existence as of the effective date of the Localyze Agreement and these Terms & Conditions, and (ii) Intellectual Property that a Party creates or develops outside the scope of the Localyze Agreement and these Terms & Conditions and without the use of the other Party's Confidential Information or Intellectual Property.
9.3. "Work Product" means all information, data, techniques, know-how, results, inventions, discoveries, software and other Intellectual Property Rights, materials (regardless of the form or medium in which they are disclosed or stored) identified or first reduced to practice or writing or developed by Localyze, alone or together with the Client and/or any third party or parties, in the course of performing the Services under the Localyze Agreement and these Terms & Conditions.
9.4. The Localyze Agreement and these Terms & Conditions does not affect the ownership of any Intellectual Property Rights in any Pre-Existing Intellectual Property or in any other technology, design, work, invention, software, data, technique, know-how, or materials which are owned by either Party. The Intellectual Property Rights in them will remain the property of the Party (or its licensors) which contributed them under the Localyze Agreement and these Terms & Conditions.
10. Special Provisions on Global Mobility Services
10.1. Scope of Applications
10.2. Subject to the Localyze Agreement between Localyze and Client are the services individually concluded therein. Global Mobility Services may consist of relocation packages, home search services, administrative services and/or software services.
10.3. The relocation packages consist of assistance in regard to visa, work permit, social security, insurance, banking and/or temporary housing.
10.4. The home search services include inquiry of the Employee's requirements, search for suitable districts, research on apartments and contacting landlords/estate agents, on-site inspections, submission of application documents.
10.5. The administrative services consist of assistance in regard to A1 certificates, preparation and submission of documents, and related Global Mobility Services.
10.6. Software services include the set-up and, if agreed, customization of software solutions concerning the administration of the relocation and the ongoing provision of the software and its maintenance for a certain period of time and a certain number of company users.
10.7. The subject matter of the Localyze Agreement explicitly does not include any legal, tax and insurance consulting. Likewise, Localyze does not provide certified translations into other languages. If Client specifically commissions Localyze to do so, Localyze will undertake to have these services performed by external consultants or service providers at the expense of Client. Localyze will not act as a representative of Client or his Employee in legal transactions which may trigger legal obligations, especially payment obligations and liability.
10.8. Until the Localyze Agreement is signed by Client, the Localyze Agreement is only an offer. The offer is limited in time and a signed copy must be received by Localyze no later than fourteen (14) days after the offer has been handed over. After this period, Localyze is no longer bound to the offered conditions.
10.9. Clients’ Obligations
10.10. Client is obliged to support Localyze in the inquiry of the Employee's requirements in order to be able to find suitable districts, to carry out targeted research on apartments and to initiate appropriate contacts with landlords/estate agents, to carry out on-site inspections and to ensure the timely submission of application documents.
10.11. Client and, if applicable, the Employee and his relatives will provide Localyze with the forms, documents, records and information necessary for the execution of the Localyze Agreement at Clients own expense, filled in timely, completely and truthfully. Client shall contractually agree upon this with the designated Employee in such a way that relatives are included, insofar as this was not yet given when the order was placed. Localyze is not liable for any damages resulting from the provision of incorrect, incomplete or otherwise defective documents.
10.12. Explanation of Fees
10.13. Relocation Packages Fee: The Relocation Packages Fee consists of the fee Localyze charges for its Services as set forth in Section 11.3. The Relocation Packages Fee will commence not later than the initial date the Employees start rendering services to Client.
10.14. Home Search Fee: The Home Search Fee consists of the fee Localyze charges for its Services as set forth in Section 11.4.
10.15. Administrative Fees: The Administrative Services Fee consist of the fees Localyze charges for its Services as set forth in Section 11.5.
10.16. Software & Set-Up Fees: The Software & Set-Up Fees consist of the fees Localyze charges for its Services as set forth in Section 11.6, including monthly fees.
10.18. The Services and the term of the Localyze Agreement will commence upon the date of agreement if not stipulated otherwise in the Localyze Agreement. Localyze Agreement cannot be terminated for a fixed term of twelve months from the date of agreement (the "Minimum Term").
10.20. Either Party may terminate the Localyze Agreement at the end of the Minimum Term following written notice to the other Party with a notice period of four (4) weeks before the end of the Minimum Term. Thereafter, the Localyze Agreement shall be extended by the Minimum Term in each case but may be terminated following written notice to the other Party with a notice period of three (3) months to the end of the calendar month.
10.21. Payment Terms
11.22. Payment is due within the first fourteen (14) days following issuance of each invoice that complies with the terms of the Localyze Agreement and these Terms & Conditions. Localyze will provide written notice to Client in the event payment is not received within the Payment Term.
11. Notices and Account Manager
11.1. All notices, invoices, and other communications relating to the Localyze Agreement and these Terms & Conditions provided by one Party hereto to the other, shall be made in writing (text form according to § 126b BGB) and sent via registered airmail with postage prepaid or facsimile or email, or personal delivery, to the address of the principal contact or any other address notified by the receiving Party pursuant to this article. All notices, invoices, and other communications shall be deemed received upon receipt if personally delivered, upon confirmation of transmission if sent by facsimile or email, and seven (7) days after receipt by the post office if sent by registered airmail. All notices hereunder shall be delivered to the addresses set forth in the Localyze Agreement.
11.2. Each Party will assign a dedicated account manager to oversee the performance of such Party's obligations under the Localyze Agreement and these Terms & Conditions and to facilitate coordination of the Parties' performance of their respective obligations.
12. Force Majeure
12.1. Either Party shall be excused from any delay or failure in performance required hereunder if caused by reason of any occurrence or contingency beyond its reasonable control, including, but not limited to, widespread epidemic, pandemic, and/or public health emergency, acts of God, acts of war, fire, insurrection, strikes, lock-outs or other serious labor disputes, riots, earthquakes, floods, explosions or other acts of nature.
12.2. The obligations and rights of the Party so excused shall be extended on a day-to-day basis for the time period equal to the period of such excusable interruption. When such events have abated, the Parties' respective obligations hereunder shall resume.
12.3. In the event the interruption of the excused Party's obligations continues for a period in excess of thirty (30) calendar days, either Party shall have the right to terminate the Localyze Agreement upon thirty (30) calendar days' prior written notice to the other Party.
Should any provision of the Localyze Agreement and these Terms & Conditions, or any provision incorporated into the Localyze Agreement and these Terms & Conditions in the future, be or become, either in whole or in part, void (nichtig), ineffective (unwirksam) or unenforceable (undurchsetzbar), this shall not affect the validity, effectiveness and enforceability of the other provisions of the Localyze Agreement and these Terms & Conditions. In such event the Parties shall recognize and give effect to such valid, effective and enforceable provision or provisions that come as close as legally possible to the commercial intention of the Parties pursued with the void, ineffective or unenforceable provision. The same shall apply if the Localyze Agreement and these Terms & Conditions contain any gaps.
14.1. The Localyze Agreement and these Terms & Conditions represent the entire agreement between the Parties and all other representations, warranties, or promises, whether verbal or written, are hereby expressly excluded.
14.2. Except as otherwise expressly provided in the Localyze Agreement and these Terms & Conditions the provisions of the Localyze Agreement and these Terms & Conditions may be amended or supplemented only by means of a written agreement signed by all of the Parties or their authorized representatives.
14.3. No waiver by either Party of any term or condition set forth in the Localyze Agreement and these Terms & Conditions shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of a Party to assert a right or provision under the Localyze Agreement and these Terms & Conditions shall not constitute a waiver of such right or provision.
14.4. If any provision of the Localyze Agreement and these Terms & Conditions is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Localyze Agreement and these Terms & Conditions will continue in full force and effect.
14.5. The obligations to be performed by each Party hereunder are personal in nature. Both Parties, therefore, agree that they will not assign, sell, transfer, delegate or otherwise the Localyze Agreement and these Terms & Conditions or any right, duty or obligation under the Localyze Agreement and these Terms & Conditions without the other Party's prior written consent.
15. Law and Jurisdiction
15.1. The Localyze Agreement and these Terms & Conditions shall be governed by, and construed in accordance with, the laws of the Federal Republic of Germany, excluding its conflicts of laws rules and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
15.2. The place of jurisdiction for any disputes directly or indirectly arising from the contractual relationship shall be Hamburg, Germany.