Terms of
Service

This English version of our Terms of Service is provided for convenience only. In the event of any discrepancy between the German and the English version, the German version shall prevail.

1. Subject Matter, Scope

1. SmartConnect Technologies GmbH (see Imprint for contact details, hereinafter “Provider”) offers entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB) (hereinafter “Customers”)

• access to and use of an integration platform as a software-as-a-service solution via the internet (https://www.getkini.com, hereinafter “Kini Connect”) by means of an application programming interface (hereinafter “Kini API”), and
• use of a white-label e-commerce solution for recruiting agencies, in which they can offer products (e.g. job ads) to their own clients (“Kini Shop”),

each hereinafter referred to as the “Services”.

1. These General Terms and Conditions of Business and Use (“Terms”) govern the relationship between the Provider and the Customers who use the Provider’s Services.

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2. Scope of Services and Functionality of Kini Connect

1. The Provider’s Services are aimed at job boards, operators of applicant tracking systems (“ATS”), recruiting agencies and similar companies that need to standardise, synchronise and analyse HR and recruiting data.
2. The specific scope of services agreed with the Customer, the (minimum) number of integrations or the minimum revenue, the prices and the start date of the Services are set out in the quote that the Provider sends to the Customer before the contract is concluded (hereinafter “Quote”). All Quotes are subject to change and non-binding unless they are expressly marked as binding or contain an expressly specified acceptance period. An integration is deemed to have been provided as soon as it has been created automatically in the Provider’s database through use of the onboarding app, regardless of whether an end customer has been invited or the integration has already been activated (go-live).
3. The Provider is entitled to update and extend the functions and the range of the Services it offers as well as the integrated integration partners, or to limit them, in particular in the event of technical changes made by integration partners or the termination of contracts with integration partners.
4. The Provider will inform the Customer electronically about such updates and extensions as well as about related usage notes. The Provider reserves the right to make certain functionalities or integration partners available only against payment of an additional fee.
5. If functions and/or integration partners are limited, the Provider will inform the Customer about the limitation and its effects on the Customer, giving reasonable notice.

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3. Kini Connect

1. Kini Connect enables Customers to standardise their HR and recruiting integration infrastructure by using the Kini API and to analyse specific performance metrics.
2. The Kini Connect Services offered by the Provider are described in the respective service descriptions. They consist in particular of

• Job Sync: provision of data on job ads and company information from the ATS via the Kini API or an XML feed
• Candidate Sync: provision of endpoints (Kini API or an individual job board endpoint) that can be used to receive and store candidate data and transfer it to the respective Customer’s ATS
• Performance Data: provision of a performance endpoint for receiving anonymised data on the number of synchronised candidates per channel, per posting, per job and per end customer

1. The specific scope of services agreed with the Customer is set out in the Quote.

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4. Kini Shop

1. In the Kini Shop, the Customer can conclude contracts with end customers for the publication of job ads and related promotional measures. The Provider makes the Kini Shop available to the Customer as a software-as-a-service solution accessible via the internet.
2. In addition, the Provider offers supplementary services to support the Customer in using the Kini Shop. Depending on what is agreed in the Quote, these include the technical operation of the Kini Shop and the reservation of the respective job ad contingents on the Customer’s behalf.
3. Contracts for the Customer’s services offered in the Kini Shop are concluded between the Customer and the respective end customer. The Customer remains solely responsible for performing its contracts with its end customers. The Provider merely supports the Customer in this by providing the Kini Shop.

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5. Data Licence

1. If, for the purpose of providing the Services, the Customer gives the Provider access to data, databases or other information of third parties that is protected by copyright or otherwise, the Customer is responsible for obtaining the consent of such third parties or for concluding and maintaining the corresponding contracts.
2. If the third party is itself the holder of the rights to data, databases or other information protected by copyright or otherwise, it grants the Provider a simple right of use, limited in time and content to the duration and purposes of performing the contract.

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6. Customer’s Access Rights; Provision of the Kini API; Onboarding

1. The Provider’s Services are provided exclusively as software-as-a-service, either through use of the Kini API (Kini Connect) or of the Kini Shop. The software provided and the Kini API are not physically handed over to the Customer. The Customer is entitled to use the Provider’s Services as intended within the scope of its own business activities, through its own employees (including freelance and external staff), for the duration of the contract.
2. After the contract has been concluded, the Provider provides the Customer with access credentials (user name and password) for using the Services, as well as an API key and, where applicable, a customer reference.
3. In order to use Kini Connect, the data required to set up the Kini API (in particular the ATS API keys of the respective end customer) must also be stored in the application provided by the Provider (“Kini App”). On request, the Provider will assist with this as part of its support (see Section 10(2)).

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7. Fees

1. The Customer is obliged to pay the fees stated in the Quote for the provision of the Services plus statutory VAT. The fee for an integration becomes due when the integration is created in the Provider’s database through use of the onboarding app.
2. If the Customer commissions the Provider to operate the Kini Shop, contracts for booking the services offered in the Kini Shop are concluded between the respective end customer and the Customer. Unless otherwise agreed, the Provider provides the Customer with a monthly overview of the orders placed, on the basis of which the Provider’s pro-rata fee per order placed in the Kini Shop, as agreed in the Quote, is calculated.
3. Unless otherwise agreed in individual cases, the basic fees for the provision of the Services are payable in advance, and pro rata for partial use of a month. Transaction fees are invoiced based on usage; the fees for orders placed in the Kini Shop are calculated retrospectively at the end of each month. For integrations, invoicing begins with the month in which the integration was created in the Provider’s database through use of the onboarding app.
4. Invoices are due without deduction and payable within 14 days of the invoice date.

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8. Contract Adjustments

1. During the term of the contract, the Customer may request the activation of additional functions and integrations or a switch to a bundle against payment of a separate fee. Integrations and bundles may be reduced with three (3) months’ notice to the end of a month, provided that this does not fall below the minimum number of integrations. The Provider will send the Customer a new Quote based on the desired scope of the changes, the remaining term of the contract and the fees already paid. If the Customer does not accept the Quote, the existing contractual provisions continue to apply.
2. The Provider reserves the right to adjust prices during the term of the contract. Such adjustments are made at the Provider’s reasonable discretion and are limited to reflecting changes in the costs relevant to the price calculation, e.g. the costs of providing server capacity. In particular, the Provider will not make any price adjustments that shift the balance between performance and consideration in its favour. Price increases are limited to a maximum of five (5) percent per year.

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9. Customer Obligations

1. The Customer is itself responsible for complying with applicable laws, regulations and guidelines and for processing data properly. In particular, when processing end customer, applicant and employee data, the Customer must comply with the EU General Data Protection Regulation (GDPR) and remains the controller within the meaning of Art. 4(7) GDPR. If the Customer passes personal data to the Provider via Kini Connect or in the Kini Shop, the Customer warrants that it is entitled to do so and that the processing is covered by a legal basis under Art. 6 GDPR.
2. The Customer will name a suitable technical contact person to the Provider for the entire term of the contract.
3. To enable the Provider to perform the Services properly, the Customer must store the respective authorisation credentials (ATS API credentials) of its end customers in Kini Connect in order to set up the integrations. The Customer alone handles communication with its end customers and remains responsible for properly performing its contractual obligations towards its end customers; the Provider merely supports the Customer in this by providing the Kini API and the Kini App.
4. Before entering or uploading its data and information into Kini Connect, the Customer is obliged to check them for viruses or other harmful components and to use state-of-the-art anti-virus programs for this purpose. The same applies to all of the Customer’s systems that are connected to Kini Connect via APIs.
5. The Customer undertakes not to enter into Kini Connect, or send to Kini Connect or the Kini Shop, any content that is unlawful or that infringes laws, official requirements or the rights of third parties. The Customer will indemnify the Provider on first demand against any claims asserted by third parties on the basis of a breach of this Section.
6. The contractual scope of services does not include compliance with retention obligations, e.g. under commercial or tax law, or compliance with deletion obligations under data protection law. These are subject to longer-term data backup, for which the Customer itself is responsible.
7. The Customer will protect the access credentials provided to it against access by third parties in line with the state of the art, keep them safe, and notify the Provider without undue delay if the Customer believes that unauthorised access to Kini Connect or the Kini Shop is possible.
8. If the Customer commissions the Provider to adapt the Kini App or the Kini Shop to its corporate design, the Customer grants the Provider, for this purpose, a simple, non-exclusive right, limited in time to the term of the contract, to use the logos, designs, trademarks (including colour marks), company signs and other intellectual property rights provided (hereinafter “IP Rights”).

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10. Availability, Support

1. As a rule, the Services are provided with the qualities, including functionality, compatibility, accessibility, continuity and security, that are customary for digital products of the same type and that the Customer can expect given the nature of the digital product.
2. The Customer can send enquiries or problems relating to the use of Kini Connect or the Kini Shop to support by email at support@getkini.com. The Provider will generally handle enquiries received during service hours (Monday to Friday, 9:00 a.m. to 5:00 p.m., except on nationwide public holidays and public holidays in Hesse) within 24 hours.
3. The Customer is obliged to notify the Provider without undue delay if it detects defects in the Kini API or a lack of availability of Kini Connect or the Kini Shop. If the Customer fails to give timely notice for reasons for which it is responsible, this constitutes contributory negligence. To the extent that the Provider was unable to remedy the situation because the notice was omitted or delayed, the Customer is not entitled to reduce the usage fee under the contract in whole or in part, to claim compensation for the damage caused by the defect, or to terminate the contract for cause because of the defect.

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11. Warranty; Third-Party Rights

1. The Provider warrants that the software underlying the Services does not infringe any third-party rights. This does not apply to the extent that the infringement results from the Customer having commissioned the Provider to connect third-party software without that third party’s consent.
2. The Customer will inform the Provider without undue delay of any claims asserted against it by third parties on the basis of the contractual use of the Services.
3. In the event of a defect in the Services, the Provider is entitled, at its own discretion, to remedy the defect by eliminating it, working around it or restructuring. The Provider may also remedy defects by giving the Customer instructions by telephone, in writing or electronically.
4. Warranty for merely insignificant reductions in the suitability of the Services is excluded. Strict liability under Section 536a(1) BGB for defects that already existed when the contract was concluded is also excluded.

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12. Liability

1. Regardless of the legal grounds, the Provider is fully liable for damages or reimbursement of futile expenses only for damage to the Customer caused by intentional or grossly negligent conduct, where express guarantees or warranted characteristics have been given, for damage resulting from injury to life, body or health, for claims under product liability law, and where mandatory statutory provisions apply.
2. Notwithstanding the preceding paragraph, in the event of a breach of essential contractual obligations (cardinal obligations), the Provider’s liability is limited to the damage typical for the contract and reasonably foreseeable at the time the contract was concluded. Cardinal obligations are obligations whose fulfilment makes the proper performance of the contract possible in the first place and on whose fulfilment the Customer may regularly rely.
3. In all other cases, the Provider’s liability per year is limited to an amount equal to the Customer’s annual revenue with the Provider (if the contractual relationship has lasted less than a year, this amount is determined on the basis of the monthly 1/12 or, where applicable, the daily 1/30 revenue figures). Mandatory statutory liability provisions remain unaffected where applicable.
4. Warranted characteristics or guarantees are only those that the Provider has expressly designated as such. If the warranted characteristics are not met, or only partially met, the Customer is initially entitled to subsequent performance by the Provider. If subsequent performance fails, or only partially succeeds, the Customer may demand a reasonable reduction of the fees.
5. Without prejudice to the cases set out in Sections 12.1 to 12.4, the Provider is not liable for lost profits, indirect damage, consequential damage caused by defects, or third-party claims, with the exception of claims arising from the infringement of third-party IP rights. Nor is the Provider liable for defects that occur in connection with a change to the Services made or otherwise initiated by the Customer, or with other external influences, and that originate from the Customer’s sphere of risk. It is the Customer’s responsibility to prove that defects that occur are not caused by a change to the system environment or by other external influences.
6. To the extent that the Provider’s liability towards the Customer is limited or excluded, this applies accordingly to the Provider’s legal representatives, employees, freelancers and other vicarious agents.
7. If the Provider’s Services are used by unauthorised third parties using the Customer’s access credentials, the Customer is liable, within the scope of civil-law liability, for the resulting charges until the Customer’s request to change the access credentials or its report of their loss or theft has been received, provided that the Customer is at fault for the unauthorised third party’s access.
8. The Customer indemnifies the Provider against all third-party claims based on legal infringements that result from the Customer’s unlawful use of the Services or that occur with the Customer’s approval.

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13. Data Loss

1. The Provider and the Customer agree that the Customer is the sole owner of its own data and information that it sends or receives via the Kini API. The Customer is therefore solely responsible for taking suitable and appropriate organisational and technical measures to ensure the integrity of its data and to prevent data loss through appropriate backup measures, so that in the event of data loss, for whatever reason, the data can be restored with as little effort as possible.
2. The Provider is not liable for the loss of data to the extent that the damage results from the Customer having failed to back up its data and thereby ensure that lost data can be restored with reasonable effort.
3. The Provider reserves the right to plead contributory negligence on the part of the Customer.

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14. Data Protection

1. The Provider ensures that all persons entrusted with providing the Services comply with the statutory data protection provisions.
2. The Provider and the Customer will conclude a data processing agreement in accordance with Art. 28 GDPR.
3. If the Customer collects, processes or uses personal data, it is responsible for ensuring that this is done in accordance with data protection law and indemnifies the Provider against third-party claims in the event of a breach. The Provider will forward complaints and requests for access, rectification, erasure and blocking to the Customer. If the Customer discovers that personal data stored by it has been unlawfully transferred or has otherwise unlawfully come to the knowledge of third parties, and there is a threat of serious harm to the rights or legitimate interests of the data subjects, it must notify the competent supervisory authority, the Provider and the data subjects immediately or without undue delay after becoming aware of this (cf. Art. 33 GDPR).

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15. Force Majeure

1. If the Provider is prevented from fulfilling its obligations by unforeseeable, extraordinary circumstances that it cannot avert despite reasonable care, e.g. operational disruptions, official intervention and/or energy supply difficulties, whether these circumstances occur within the Provider’s sphere or that of its suppliers, the time for performance is extended to a reasonable extent, provided that performance does not become impossible. If performance becomes impossible due to the circumstances mentioned above, the Provider is released from its obligation to perform. The Customer is not required to provide any consideration.

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16. Limitation Period

1. Claims based on intentional or grossly negligent conduct by the Provider or one of its legal representatives or vicarious agents, as well as claims for damage resulting from injury to life, body or health based on an intentional or negligent breach of duty by the Provider or one of its legal representatives or vicarious agents, become time-barred in accordance with the statutory provisions.
2. For all other contractual and statutory claims against the Provider, the limitation period is one year.

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17. Term, Termination

1. Unless otherwise stated in the Quote, the contract has a minimum term of twelve (12) months. After that, the contract is extended for an indefinite period unless it is terminated by either party with three (3) months’ notice to the end of a calendar month.
2. The right to terminate for good cause remains unaffected. Good cause for the Provider exists in particular if:

• the Customer repeatedly or seriously breaches the provisions of these Terms,
• the Customer is in default of payment of two consecutive invoices,
• insolvency proceedings are opened over the Customer’s assets or a corresponding petition is rejected for lack of assets.

1. Extraordinary termination due to a serious breach of duty, with the exception of termination due to default in payment, is only possible after a prior written warning setting a reasonable deadline.

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18. General Provisions

1. Amendments, additions and terminations must be made in writing; electronic or other telecommunication transmission, in particular by fax, by email or by other website-based internet communication, is sufficient to comply with the written form requirement.
2. These Terms replace and supersede all previous terms and conditions. The Customer will be notified of further changes to these Terms in advance by email. If the Customer does not object to such changes within 14 days of receiving the notification, the changes are deemed agreed, provided that the Customer has explicitly accepted the amended terms by clicking a button or continues to use Kini Connect. In the event of changes to these Terms, the Customer will be informed separately of its right to object and of the legal consequences of remaining silent.
3. Should any provision or part of a provision of these Terms or their annexes be or become invalid or unenforceable, this does not affect the validity of the remainder of these Terms. Within the limits of what is reasonable and in good faith, the Provider and the Customer are obliged to replace the invalid or unenforceable provision with a valid and enforceable provision that comes as close as possible to its economic purpose, provided that this does not materially change the content of these Terms or their annexes.
4. These Terms are governed exclusively by the laws of the Federal Republic of Germany, excluding the conflict-of-law rules of private international law and the United Nations Convention on Contracts for the International Sale of Goods (CISG).
5. The place of performance and exclusive place of jurisdiction for all disputes arising from or in connection with the provision of the Services is Stadtallendorf, Federal Republic of Germany.

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19. Special Conditions for the Use of the Kini Core LinkedIn Extension

1. The Customer uses the LinkedIn Extension at its own responsibility. The Provider provides only the technical access and the required user licences.
2. The Provider accepts no liability for restrictions, suspensions or deactivations of individual LinkedIn accounts in connection with the use of the Extension. Responsibility for complying with LinkedIn’s terms of use lies solely with the Customer.
3. Before using the Extension, the Customer is obliged to check independently whether its use is compatible with the legal and data protection provisions applicable to it (in particular the GDPR). The Provider accepts no responsibility for the Customer’s use of the Extension in compliance with data protection law.
4. The exclusion of liability under Sections 19.2 and 19.3 applies accordingly to integrations or extensions of other third-party tools that are connected to or integrated via the Provider’s platform.
5. The Provider points out that LinkedIn may make changes to its technical interfaces, terms of use or system logic at any time. Such changes may result in the LinkedIn Extension temporarily or permanently not working as intended, or only to a limited extent. The Provider accepts no liability for this and is not obliged to provide short-term adjustments or individual custom solutions.