General Terms of Service 

Preamble
The following sets forth the general terms and conditions (also referred to as the “terms” or the “agreement”) between Ace Capital UG (or “Ace Capital”, also referred to as “we”, “us” and “our” throughout these terms) and potential candidates (also referred to either as “applicants” or “profiles” or “customers”) and potential (digital) employers (also referred to as “partnering companies”) as well as visitors (individuals not yet registered) on the website (or “platform”) of Ace Capital. The entire commercial relationship between Ace Capital and partnering companies including (but not limited to) the future commercial relationship, is covered by the Terms and Conditions/ Partner agreement between Ace Capital and companies. Collectively, potential candidates, potential employers and visitors are referred to as “users” of our Website, an individual of these three groups is referred to as a “user”. In these terms users may be addressed as “you” (also referred to as “your”). These terms and conditions apply whenever users access the website. By accessing our website or using our services, you accept these terms and conditions and are bound by them (both on behalf of yourself and the entity that you represent). You may not access and/or use our services under the age of 18 and if not having full legal capacity. If you do not agree with all terms and provisions in this agreement, you are not permitted to access our services and/or use our website.

1. General

1.1 The aim of Ace Capital platform is to connect potential candidates with potential (digital) employers.
1.2 Candidates can register on our platform using their information and data, and thus provide information regarding their preferences, skills and experience.
1.3 Ace Capital does not perform any user-related background checks and does not vouch for the truthfulness of any of their statements. The potential candidate agrees that Ace Capital UG is not liable for the acts (or lack thereof) of its users.
1.4 In principle Ace Capital does not undertake to carry out any checks in respect of the applicants or any information which they provide, however Ace Capital does reserve the right to carry out such checks at any time. Over and above this the partnering companies themselves bears responsibility for verifying the candidate’s skills, experience and references before hiring them.
1.5 Ace Capital’ staff may at their own discretion amend or adjust the information and (within the platform) promote a candidate with a promising profile upon candidate’s confirmation. The given profiles can be reviewed by partnering companies, companies which have entered into a business relationship with Ace Capital UG.
1.6 Ace Capital reserves the right to refuse service to certain companies / individuals / competitors at its own discretion. If a partnering company accepts a candidate profile, Ace Capital can connect both parties. Partnering companies can also directly contact candidates. Any interaction between applicants and partnering companies on our platform is the sole responsibility of the parties and none of the parties can either claim or consider Ace Capital liable or accountable for any liabilities arising from these interactions. The users agree that Ace Capital UG is not liable for any liability arising out of these interactions. That said, all users must agree to interact within the bounds of common decency when using this platform. Ace Capital reserves the right to temporarily suspend services to undertake maintenance activities, and does not guarantee uninterrupted availability, reachability or faultlessness of the platform/services.
1.7 The candidate must accurately complete the application (and provide Ace Capital with future updates) and not use any aliases or other means to mask its true identity or contact information. Each applicant is entitled of creating only one account, except for the case when the account has been deleted upon request of the candidate himself and/or due to his inactivity.
1.8 Applicant will also ensure that the login information is kept strictly confidential at all times in order to ensure that unauthorized individuals cannot access the platform. If Ace Capital has reasons to believe that the login information is being used by unauthorized individuals, Ace Capital will suspend applicant’s account until the resolution of the issue.
1.9 The candidate has no claim for maintaining or reconstruction of a specific condition of scope of services. Any of the candidate’s claims for deficiency, which refer to the technical usability of the Service itself, shall remain unaffected thereby. Due to the continuous advancement of the Service, Ace Capital reserves itself the right to offer new features and/or to remove them from the Service or to change them. The candidate consents these continuous changes of the Service.
1.10 Ace Capital is not responsible for providing or assisting with the obtaining of any work or other permits and/or medicals and other country specific regulations and requirements that may be necessary to employ the candidate.
1.11 Ace Capital is not responsible as an employer. All offers and acceptances are between candidates and clients/employers and Ace Capital will not be liable for any disagreement or dispute between the two parties.
1.12 (a) Candidates must be eligible to work in the country that they are domiciled in at the point of profile registration on Ace Capital. Ace Capital does not accept responsibility or liability for any false claims of status. Verified Passport and Visa documentation may be requested by potential employers directly to candidates during an Interview process. (b) The candidate and the client/employer are responsible for ensuring that the candidate is authorized to work in the country or region specified in the offer of employment. No liability for false statements will be referred to Ace Capital in any circumstance.

2. Confidentiality and restricted use of candidate information

2.1 The use of the provided candidate information/CVs is restricted to this agreement.
2.2 No part of the provided information may be reproduced or transmitted in any form or by any means – electronic, photocopying or otherwise – without prior written permission of Ace Capital UG.
2.3 Details of candidates are provided to partnering companies and its affiliates cooperating with Ace Capital in strictest confidence and on the understanding that the partnering companies will not disclose to any third person the existence or contents of such details without prior written consent. One specific login/account of a partnering company can only be used by the assigned person within that legal entity. Any form of violation will be strictly penalized.
2.4 Except as otherwise provided in these Terms and Conditions or with the consent of Ace Capital, the candidate agrees that all information, including and not limited to business information, information from the company profile e.g. salary information and information any of Ace Capital’ other customers provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by applicants for any purpose other than applicant’s participation in the Service. The applicant shall not use any information obtained on his own advantage including but not limited to develop, enhance or operate a service that competes with Ace Capital or assists any other party.

3. Candidates Information and communication

3.1 The treatment of your personal information is stated in our Data Security. Please do not provide any more information than required during the registration of your profile. By using our platform, you automatically agree to commit yourself to our privacy policy.
3.2 Ace Capital may add at its own discretion any compulsory or voluntary fields from time to time. The applicant shall not transmit any personal data of third (i.e. data allowing identification of an individual) to Ace Capital, unless data protection laws allow for such transmission and the applicant has obtained consent from the concerned parties. Ace Capital may also request additional information from the applicant on a case by case basis and at its discretion block and/or delete the information until provided facts of the contrary.
3.3 Unless described differently in the terms and conditions, Ace Capital will usually communicate with the candidate via email. The candidate shall make sure that all emails sent by Ace Capital are received to the address submitted in the course of the application, or at a later date. The applicant will in particular configure the spam filter accordingly and regularly check all incoming email under this address. Ace Capital may choose any other appropriate means of communication.

4. Passwords

4.1 Some functions of the website require a password. • For candidates: If you forgot or lost your password, please contact us through the Forgot password Link on the homepage of the website. You will then receive instructions on how to reset your password via your Login email. • For partnering companies: If you forgot your password, you can also contact us through the Forgot password Link on the homepage of the website.
4.2 The candidate is responsible for creating a secure password to protect his login and his data. Ace Capital is not liable for any leak of information and/or damages of any kind due to the fault of third party accessing the platform with the candidate password.
4.3 You must keep your password confidential. Ace Capital UG shall not be liable to any damages arising due to loss of your password. If you lost your password to your account or notice that an unauthorized individual uses your account, notify Ace Capital UG immediately. We will then provide you with new reset instructions. If we identify misuse of the password (e.g. intentionally giving the password to another individual), we reserve the right to suspend services/access to our website.

5. Deleting your profile as a Candidate

5.1 Ace Capital provides the possibility to deactivate at any time your account. By deactivating your account, potential employers will no longer be able to find you. You can delete your account under account settings.
5.2 With the deletion, all your saved personal information will be removed or anonymized entirely from our system following the requirements of GDPR. A reactivation is not possible in this case. You will then need to create a new profile in case you want to reuse the service.

6. Cancellation, Renewal and Payment for Partnering Companies

Please refer to the specific Terms of Service for companies.

7. Intellectual Property Rights

7.1 You accept that the technology (code, software, systems, among others) used on this platform is owned by Ace Capital UG exclusively, and we reserve the exclusive right to utilize it.
7.2 All names, slogans and logos referenced on Ace Capital UG’s websites are trademarks or registered trademarks of either Ace Capital UG or their respective owners.
7.3 All of the information, content, and materials offered by Ace Capital UG are protected by copyright and other applicable laws of the Federal Republic of Germany and other countries.
7.4 You agree not to infringe on any intellectual property rights on our website. If you believe you have found content which infringes copyright, please contact Ace Capital by sending an email to hello@acework.io. Ace Capital will verify your claim and take appropriate action.

8. Term of Agreement

Your agreement to these Terms and Conditions will remain active, unless individual agreements state otherwise, throughout the duration of you having an active account at Ace Capital UG and/or your usage of this platform/service.

9. Disclaimer

9.1 This platform is provided on an “as is, as available” basis. No warranties, express or implied, including but not limited to those of merchantability or fitness for a particular purpose, are made with respect to this platform or any information or software therein. Under no circumstances, including negligence, shall Ace Capital UG be liable for any direct, indirect, incidental, special, punitive, and/or consequential damages that result from the use of or inability to use this platform, nor shall Ace Capital UG be responsible for any damages whatsoever that result from mistakes, omissions, interruptions, deletion of files, errors, defects, delays in operation or transmission, or any failure of performance whether or not caused by events beyond Ace Capital UG’s reasonable control.
9.2 Under no circumstances, including but not limited to a negligent act, will Ace Capital UG or affiliates or agents of Ace Capital UG be liable for any damage of any kind that results from the use of, or the inability to use, the platform, even if Ace Capital UG has been advised of the possibility of such damages. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages; as a result, the above limitation or exclusion may not apply to you.
9.3 Ace Capital UG does neither represent nor endorse the accuracy, timeliness or reliability of any facts, opinions, views, statements or recommendations or other information displayed, uploaded or distributed through the platform. You acknowledge that any reliance upon any such facts, opinions, views, statements or recommendations is at your sole risk. In no event will Ace Capital UG or any Ace Capital UG affiliates be liable to you or anyone else for loss or injury.

10. Limitation of Liability

10.1 In no event shall Ace Capital UG be liable to you or any third party for any lost profit or any indirect, consequential, exemplary, incidental, special, or punitive damages arising from your use of (or inability to use) Ace Capital UG, even if Ace Capital UG has been advised of the possibility of such damages.
10.2 Ace Capital UG does not guarantee that the partnering company will find a matching candidate to the position it is trying to fill using the services.
10.3 Notwithstanding anything to the contrary contained herein, where permitted by applicable law, you agree that our liability to you for any damages arising from or related to your use of Ace Capital UG (for any cause whatsoever and regardless of the form of the action), will at all times be limited to the greater of either (a) one hundred EUR (EUR €100) or (b) the amount you have paid to Ace Capital UG in the twelve (12) months preceding the day the claim arose as a result of this agreement.

11. Changes to the Terms and Conditions

11 Ace Capital UG is entitled to amend its Terms of Business in respect of the entire future commercial relation with the customer, having given relevant notification. The amendment shall be deemed approved if the customer does not file their objection by post or email within six weeks of receiving notification of the amendment by post or email. These circumstances shall be expressly referred to when notifying the customer.

12. Governing Law

The agreements between all parties (including Ace Capital UG, partnering companies and applicants) shall be subject to the Law of the Federal Republic of Germany.

13. Final Provisions

Unless additional agreements explicitly state otherwise, this agreement shall govern the entire relationship between Ace Capital UG and the counterparty/user (including partnering companies and candidates). Should any of the previous terms of this agreement be or become invalid, the validity of the remaining terms remains untouched and remain in full force and binding. Should Ace Capital UG fail to enforce any term of this agreement, it does not constitute a waiver of such term.

14. Additional Provisions for the Residents of the United States

If the user is a resident of the United States of America, the agreements between this user and Ace Capital UG shall be subject to the Law of the Federal Republic of Germany, with the exception of subject matter concerning federal copyright laws. In cases concerning copyright, the Laws of the United States of America shall apply.

 

Terms of Service for Companies 

Preamble

These Terms of Service (this “Agreement” or this “Service Contract”) are made and entered into by and between Ace Capital UG, a company organized and existing in Germany, with offices located at Karl-Liebknecht-Str. 33, 10178 Berlin (hereinafter “Acework”, “we,” “us,” or “our” or “the services”), and the company or organization (the “Employer”).

By logging in and accessing the Site and by accepting our performance of Services, you acknowledge that you have read, understood, and agree to be legally bound by these Terms of Service and to the collection and use of your information as set forth in our [Privacy Policy](http://61x.102.myftpupload.com/privacy-policy/).

If you are accepting these Terms of Service on behalf of, or for the benefit of, your Employer, then you are agreeing to these Terms of Service on behalf of yourself and your Employer, and you represent and warrant that you are at least 18 years old or older and you have the authority to bind your Employer to the terms and conditions set forth in these Terms of Service. If you do not have such authority, or if you do not agree to any of the terms in these Terms of Service, then you are not permitted to use the Services and you should stop using the Services and the Site immediately.

These Terms of Service may be updated by us from time to time with or without notice to you, and so you should review this page periodically. When material changes are made to these Tems of Service, we will update the “Last Updated” date at the top of this document, and notify you that material changes have been made. Your continued use of the Site and/or Services constitutes your acceptance of such change(s). YOU AGREE TO REGULARLY CHECK THE SITE TO VIEW THE THEN-CURRENT TERMS OF SERVICE.

1. Engagement of Services

Subject to the terms of this Agreement, Acework will submit qualified candidate profiles for the Employer’s review and potential hire (the “Services”). In connection with the services the Employer may be allowed to use our website ([www.acework.io](http://61x.102.myftpupload.com/)) that allows the Employer to connect directly with individuals seeking employment opportunities (each, a “Candidate”). We serve as intermediary between Candidates and Employers. Acework is not involved in any contract of employment and is not bound by any contractual agreement arising between Candidates and Employers, whether or not acework receives some form of remuneration in connection with the transaction.

2. Compensation

If a Candidate identified through our Services accepts a Job Offer from the Employer within twelve (12) months of the date on which the Employer first viewed the Candidate through the Services, regardless of whether the Candidate accepted an Interview Request, the Employer will be charged a success fee (the “Success Fee”) which a percentage of the candidate’s annual gross salary, as outlined in our fee structure and to be paid within fifteen (15) days of the Candidate’s start date. This will be in addition to all state and local sales, use, excise, value-added, privilege and/or similar taxes applicable to the Success Fee. We may use a third party payment vendor (“Third-Party Payment Vendor”) to process your payment of the fees described.

You agree to pay all applicable fees that are set forth in our pricing structure. You also agree that any assignee or successor of your contractual obligations by virtue of a sale, exit or change of control transaction will also be obligated to pay any success fees for Candidates that you discover through acework.

You’ll honour your payment obligations and you agree to us storing your payment information. You understand that there may be fees and taxes that are added to our prices. We don’t guarantee refunds. If you buy any of our paid Services (“Subscription”), you agree to pay us the applicable fees and taxes and to additional terms specific to the paid Services. Failure to pay these fees will result in the termination of your paid Services. Also, you agree that:

– Your purchase may be subject to foreign exchange fees or differences in prices based on location (e.g. exchange rates).
– We may store and continue billing your payment method (e.g. credit card) even after it has expired, to avoid interruptions in your Services and to use to pay other Services you may buy.
– If you purchase a subscription, your payment method automatically will be charged at the start of each subscription period for the fees and taxes applicable to that period. To avoid future charges, cancel before the renewal date.
– All of your purchases of Services are subject to acework’s refund policy.
– We may calculate taxes payable by you based on the billing information that you provide us at the time of purchase.

Payment of success fees is due upon confirmed hire of the candidate. 

If we determine that an Employer has circumvented our Site and/or Services after discovering a Candidate through our Site or Service and subsequently hired that Candidate within twelve (12) months of the date on which the Employer first viewed the Candidate through the Services, we will promptly notify such Employer of such circumvention and provide Employer with thirty (30) days to provide us with reasonable documentation identifying that such Employer was involved in an Active Recruiting Process with such Candidate prior to contacting such Candidate through our Site or Service. In the event Employer is unable to provide us with such documentation, we will invoice Employer for, and the Employer will pay, a Success Fee equal to 25% of the first year base salary of the prospective employee Candidate or first year contractor Candidate compensation, as applicable and acework may, in its sole discretion, terminate the Employer’s account.

3. Refund and replacements

No Fees shall be due to acework where an Employer can prove that a Candidate and the Employer were engaged in an Active Recruiting Process prior to the Employer viewing the Candidate through the Services. Acework reserves the right to request any documentation to evidence that the Candidate was known to the Employer.

The Employer agrees that the previous posting of a Candidate’s resume, the appearance of a Candidate’s name, persona, image or personal history, on the Internet or in a non active status in a corporate database doesn’t constitute a meaningful relationship with the candidate or preclude the obligation of the fee agreement.

This clause shall not apply where the Employer initiates the engagement through the Service. However, the final determination as to whether a Success Fee is owed by the Employer for an accepted Job Offer will be at the sole discretion of acework.

Refund of the upfront Fee shall be granted in the event that:

1. 1. Employer hires a Candidate and terminates the Candidate’s employment based on unsatisfactory performance within thirty (30) days of the Candidate’s start date;
2. 2. A Candidate voluntarily terminates his or her employment within thirty (30) days of its start date; or
3. 3. A Candidate does not start employment because either the Employer or the Candidate elects not to begin the employment relationship contemplated in the Job Offer.

Upon written receipt and confirmation of such information described in (1) – (3) above, acework will fully refund to the Employer the Success Fee related to the terminating Candidate or provide a 100% discount on the replacement of the candidate.

4. Active Recruiting Process

You hereby agree that:

– No Active Recruiting Process (as defined below) has been in place between you and any Candidate for ninety (90) days prior to the date on which you first interact with such Candidate through our Services. For the purposes of these Terms of Service, “Active Recruiting Process” means a continuous direct, back and forth communication between an Employer and a Candidate in an active recruiting or hiring context where a decision to put a Candidate on hold or a decision to reject such Candidate has not been made.

– You will initiate any initial interaction with any Candidate exclusively through the Services. Further communication may take place outside of our Services only after you send out the Interview Request and such Interview Request is accepted by the Candidate.

– You will promptly inform us if your Job Offer is accepted by a Candidate and also provide us with the signed Job Offer or the details of the engagement including but not limited to the scope of the role, remuneration and other conditions of employment.

– You will promptly notify us if the Candidate’s employment does not commence or is terminated within ninety (90) days from the start date that you agree to with the Candidate.

– You will use any content including but not limited to, resume / CV and job preferences submitted by the Candidate (collectively, the “Candidate Content”) in accordance with Section 7 of these Terms of Service (Data Security Obligations).

– You will not disclose the names and identities of any Candidates listed in any Showcase outside of your recruiting or hiring department.

– You will take appropriate physical, technical and administrative measures to protect Candidate Content from loss, misuse, unauthorized access, disclosure, alteration or destruction.

– You will not attempt to circumvent our Services by independently attempting to communicate and hire any of the Candidates through alternative means after discovering such Candidates through our Services.

5. Use of Personal Data

Your use of Services may involve the transmission to us of certain personally identifiable information. You understand that by using the Services you consent to the collection, use and disclosure of your personally identifiable information as set forth in our Privacy Policy, and to have your personally identifiable information collected, used, transferred to and processed.

6. Employer Content

As noted above, the Services provide Employers the ability to post and upload content including but not limited to, job description, and selection criteria (collectively, the “Employer Content”). You expressly acknowledge and agree that once you submit your Employer Content through the Services, it will be accessible by Candidates, and that there is no confidentiality or privacy with respect to such Employer Content, including, without limitation, any personally identifying information that you may make available through the Services. You, and not acework, are entirely responsible for all your employer content that you upload, post, e-mail, or otherwise transmit via the services.

Except for the license provided in this Section, you retain all copyrights and other intellectual property rights in and to your own Employer Content. You do, however, hereby grant acework a non-exclusive, royalty-free, sub-licensable, transferable, perpetual license to modify, compile, combine with other content, copy, record, synchronise, transmit, translate, format, distribute, publicly display, publicly perform, and otherwise use or exploit your Employer Content as reasonably necessary to provide the Services to you under this Agreement.

If you submit Employer Content to us, each such submission constitutes a representation and warranty to acework that you own or otherwise have the valid right, by contract or otherwise, to grant to acework the rights and licenses described in these Terms of Service, deliver to acework the Employer Content and acework may use the Employer Content as permitted herein without violating any applicable law, rule or regulation or infringing or misappropriating any intellectual property or moral rights of any person, and that such Employer Content does not contain any defamatory or obscene material or content that violates our Community Guidelines.

7. Data Security Obligations

You will:

– Maintain, monitor and enforce a comprehensive written data security program and only Process (as defined below) Candidate Content in compliance with these Terms of Service and all applicable laws, regulations, government standards, industry standards, and best practices pertaining to privacy, data Processing, data protection, data security, encryption, and confidentiality (collectively, “Applicable Processing Laws”). As used in these Terms of Service, “Process” means to obtain, have access to, organise, copy, alter, use, disclose, store, erase, destroy or any other form of processing.

– You will maintain, monitor and enforce a data loss prevention automated program designed to detect and block data transfers of Candidate Content, if such transfers do not comply with this these Terms of Service.

– You will use your data security program to maintain, monitor and enforce reasonable organisational, administrative, technical and physical safeguards to protect the security, integrity, confidentiality and availability of Candidate Content, including to protect against: (a) any and all anticipated threats or hazards, and (b) any and all accidental, unauthorised or unlawful Processing, loss, or other compromise of Candidate Content (each, a “Security Incident”). You will promptly remediate all Security Incidents. You agree to provide prompt notice to acework in the event of a Security Incident.

– You will provide acework with prompt written notice of any material modification to the process, method or means by which Candidate Content is processed (including any geographic change).

– Except as expressly permitted in this Agreement, you will not remove or transfer any of the Candidate Content outside of the Site and/or Services.

8. Termination

Termination of the Service. The Employer has the right to terminate the use of the Service, upon [7] days written notice to acework to the end of the month. In the event of termination of the Services as described above, acework shall be entitled to compensation as follows:

a. All payments due and owing under this Agreement at the time of acework’s receipt of the written notice of termination for already hired Candidates

b. For all future hires of matched candidates not yet, or already in the Employer’s application process.

Termination of the Services shall not affect either party’s obligations in connection with any other ongoing Services and the rights and obligations of all non-terminating parties to the Agreement shall remain in full force and effect.

Failure by either party to comply in any material respect with any of its obligations in this Agreement shall entitle the other party to give notice to the party in default requiring it to cure such default. If such default is not cured within [15] days after receipt of such notice, the notifying party shall be entitled to terminate this Agreement by giving notice of such termination to take effect immediately. The right of either party to terminate this Service Contract, as herein provided, shall not be affected in any way by its waiver of, or failure to take action with respect to, any previous default.

9. Changes to the Service

We may, without prior notice, make changes, correction or improvements to the Services; stop providing the Services or features of the Services, to you or to users generally; or create usage limits for the Services. We may permanently or temporarily terminate or suspend your access to the Services, if in our sole determination you violate any provision of this Agreement. Upon termination, you continue to be bound by this Agreement.

10. Warranties and Remedies

None of acework, its affiliates, subsidiaries, or any of its or their officers, directors, employees or agents (collectively the “acework parties”), endorse any candidate, employer, any candidate content or any content made available by any employer through the services.

You acknowledge that the Services merely assist Employers in identifying candidates that they are looking to hire. None of the acework parties is a party to, or has any responsibility or liability with respect to, any transaction, communication or interaction between candidates and employers or for any results caused by using the services, including without limitation, any personal injury or property damage.

The Services and the Site are provided on an “as is” and “as available” basis. Use of the Services, the Site and the acework content is at your own risk. To the maximum extent permitted by applicable law, the Services, the Site and the acework content is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, or non-infringement. No advice or information, whether oral or written, obtained by you from acework or through the services will create any warranty not expressly stated herein. Without limiting the foregoing, none of the acework parties warrant that the acework content is accurate, reliable or correct; that the site or services will meet your requirements; that the site or services will be available at any particular time or location, uninterrupted or secure; that any defects or errors will be corrected; or that the site or services are free of viruses or other harmful components.

Any acework content downloaded or otherwise obtained through the use of the Site and/or Service is downloaded at your own risk and you will be solely responsible for any damage to your computer system or mobile device or loss of data that results from such download or your use of the Site or the Services.

The law in certain jurisdictions does not allow the exclusion and limitations of certain implied warranties, so the above exclusions may not apply to you. This Agreement give you specific legal rights, and you may also have other rights, which vary according to jurisdiction. The disclaimers and exclusions under this Agreement will not apply to the extent prohibited by applicable law.

11. Limitation of Liability

To the maximum extent permitted by law, in no event shall any of the acework parties be liable for any special, indirect, punitive, exemplary, or consequential damages, including without limitation, damages for lost profits, revenues, goodwill, use, data or other intangible losses, arising out of or relating to this Agreement, even if such acework party has been advised of the possibility of such damages in advance. Under no circumstances will acework be responsible for any damage, loss or injury resulting from hacking, tampering or other unauthorised access or use of the services or your employer account or the information contained therein.

In no event shall the total cumulative liability of the acework parties for any and all direct damages arising out of or relating to these terms of service, exceed, the total fees received by acework from the employer in the twelve (12) months immediately preceding the date of which such claim arises.

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you. This Agreement give you specific legal rights, and you may also have other rights, which vary according to jurisdiction. The disclaimers, exclusions, and limitations of liability under these terms of service will not apply to the extent prohibited by applicable law.

You agree that you will not bring any claim under these terms of service more than eighteen (18) months after the cause of action arises.

12. Force Majeure

Neither party shall be liable for failure to perform, nor be deemed to be in default, under this Agreement for any delay or failure in performance resulting from causes beyond its reasonable control, including but not limited to failure of performance by the other party, acts of state or governmental authorities, acts of terrorism, natural catastrophe, fire, storm, flood, earthquake, riot, insurrection, civil disturbance, sabotage, embargo, blockade, acts of war, or power failure.

13. General Terms

a. This Service Contract shall be deemed to have been made, executed and delivered in Berlin, Germany and shall be construed in accordance with the laws of Germany.

b. Severability and Assignment. The invalidity or unenforceability, in whole or in part, of any provision in this Agreement shall not affect in any way the remainder of the provisions herein. This Agreement may not be assigned by the Employer without acework’s consent.

c. Entire Agreement. This Agreement, together with any other materials referenced in or expressly made a part of the Agreement, constitutes the final and entire Agreement between acework and the Employer and supersedes all prior and contemporary agreements, oral or written.

14. Additional Provisions for Residents of the United States

If the user is a resident of the United States of America, the agreements between this user and Ace Capital UG shall be subject to the Law of the Federal Republic of Germany, with the exception of subject matter concerning federal copyright laws. In cases concerning copyright, the Laws of the United States of America shall apply.