GENERAL TERMS AND CONDITIONS FOR CUSTOMERS (GTC-C) tool24 gmbh

 1. Validity

1.1. These conditions apply to our web-based IT platforms (e.g. jobtool24.de, hrtool24.de, testtool24.de, etc.), to all services of our inhouse HR Marketing agency: "dot24" (www.dot24.de), as well as to all HR services rendered, HR Products delivered, etc. in the context of the cooperation, and to customers who, when concluding the legal transaction, are acting in the exercise of their commercial or independent professional activity (entrepreneurs, pursuant to § 14 BGB ["Bürgerliches Gesetzbuch"; German Civil Code]) or are legal entities of public law or public-law special funds.


1.2. These terms and the supplementary regulations – in particular the product prices indicated on our websites: "www.tool24.de", "www.jobtool24.de", "www.hrtool24.de", "www.testtool24.de", "www.dot24.de"; including all URL subdomains, such as www.jobboard.jobtool24.de, and sub-pages – and/or the agreements as laid down in contracts with the customers shall apply exclusively. Differing or additional terms and conditions of the customer shall not be binding upon us, even if we do not expressly contradict them.


2. Conclusion of Contract

 

Upon registration of a "jobtool24"/"hrtool24"/"testtool24" Customer Portal, carried out online by the customer or on his behalf via our websites: "www.tool24.de", "www.jobtool24.de", "www.hrtool24.de", "www.testtool24.de"; including all URL subdomains, such as www.jobboard-jobtool24.de", and subpages, or upon conclusion of a "Customer-Specific Usage Agreement" (hereinafter: "C-UA"), a binding contract is concluded, allowing the customer to use the "jobtool24"/"hrtool24"/"testtool24" Customer Portal. For the "packages": "jobtool24 media" and "jobtool24 basic", the customer's active use of the products provided / services rendered within the Customer Portal upon conclusion of contract requires no individual separate orders, but is carried out on an exclusively transactional basis. A confirmation of order from us to the customer on the individual use of products/services shall never be issued. The customer may not transfer his rights under the registration or under the C-UA to third parties, such as other customers.




3. Services

3.1. We render/deliver the IT HR Services / IT Products described on our websites: "www.tool24.de", "www.jobtool24.de", "www.hrtool24.de", "www.testtool24.de", and www.dot24.de, and indicated in the C-UA as well as in the respective service description, with particular reference to the provision of the webbased IT HR Platform / IT HR Management Platform (jobtool24/hrtool24/testtool24). Our services do not include services in the areas of medical/clinical psychology and in the analysis of human diseases diagnosis (such as cancer, depression, alcoholism). In addition, we do not guarantee the validity of test values for analyzed applicants or employees by any means.

3.2. The customer's use of the "jobtool24"/"hrtool24"/"testtool24" Customer Portal with the products/services therein contained is limited to the agreed companies/subsidiaries of the customer and to the agreed company locations of the customer, as well as to the agreed number of users of the customer. The use is furthermore limited to company-internal use, under particular exclusion of third-party use ("Agency Business"). Any infringement of the above provisions is a gross breach of contract and entitles us to extraordinary termination for good cause, even, if existent, of the C-UA. We expressly reserve the right to assert claims for damages in such cases.

3.3. We may expand, restrict or otherwise alter our products/services at any time, especially for technical or legal reasons. Significant changes shall be announced to the customer at least one month prior to their effective date. In the event of significant changes, customers with C-UA may terminate the C-UA extraordinarily at the time of introduction of the change, within two weeks after receipt of the alteration notification.

3.4. Unless they are expressly designated as binding, service dates and service deadlines are non-binding target dates and apply only approximately.

3.5. As far as our services are rendered wholly or partly via an Internet connection, and within the scope of our technical and operational capabilities, we provide the services on computers (servers). The customer shall establish the connection to the computers via the Internet at his own expense and on his own responsibility.

3.6. The customer acknowledges that due to the technical conditions, especially of the Internet ("World Wide Web"; www.), a full availability (100%) of the services to the customer cannot be deemed to be given and, thus, cannot be accounted for by us. Under no means do we guarantee for the technical or temporal availability of data lines (ISDN, DSL, etc.).


3.7. We are entitled to carry out maintenance work of any type (e.g. ongoing software maintenance, installation of new system functions (software update), etc.) at any time. During this maintenance period, the system cannot be used – in whole or in part – by the customer, his users or applicants/employees for the customer's projects. The customer shall not be entitled to any price reduction, including pro rata temporis reduction, of the agreed product/user fee for the maintenance period.



4. Privacy, Confidentiality of Personal Data, Research and Development

4.1. We strictly operate as contract data processors according to § 11 BDSG (German Data Protection Act), processing data which we receive from or on behalf of the customer, subject to his instructions and on a non-discretionary basis. If desired by the customer, the mutual rights and obligations under the contract data procession can be defined more precisely in a separate "Agreement on Contract Data Processing" (see Appendix A).


4.2. As far as data, in particular personal data, is transmitted to us by the customer beyond contract data processing, the customer shall ensure that he complies with all applicable data protection provisions and, in particular, that he treats the data in accordance with the applicable privacy law and uses and stores data only to the extent and as long as provided by law.

4.3. We shall ensure on an organizational level that only few selected employees have access to the customer-specific-and project-related customer data / personal data. The disclosure of personal individual data and of personal individual results and of the resulting information to third parties – except affiliate companies – is excluded. This applies particularly to potential competitors of the customer and to other customers of tool24 GmbH. The confidentiality agreement shall remain in effect after the termination of the cooperation.

4.4. In his Customer Portal, the customer shall specify the persons authorized to view the data/results of "jobtool24"/"hrtool24"/"testtool24" as users. The responsibility to maintain the customer's User Administration (creation, deletion, etc. of user records) on an ongoing basis shall exclusively rest on the customer's "Admin" user.


4.5. The results of the queries to applicants/employees via "jobtool24"/"hrtool24"/"testtool24" (e.g. at the end of an online application) and the "statistical data" shall be evaluated anonymously, consolidated and, in part, published anonymously in the form of scientific studies (in case the customer is referenced, the customer's consent is required prior to publication) for the purposes of optimization and systematic development of "jobtool24"/"hrtool24"/"testtool24" and, in particular, of the psychological analysis method of the latter, in our company's or in external Research and Development Department(s). The customer participates in these studies by means of ongoing optimization of the test methods as well as by know-how transfer (Best Practice). A claim to this information on the customer's part is excluded.



5. Terms of Payment, Direct Debit, Direct Debit Agreement

5.1. "jobtool24 media", "jobtool24 basic" and "testtool24 basic" customers will be invoiced according to the products/services effectively triggered in their Customer Portal and according to the prices/conditions valid in the respective accounting month and indicated on our websites: "www.tool24. de", "www.jobtool24.de", "www.hrtool24.de" and "www.testtool24.de". The monthly invoice amount will be collected from the customer by direct debit at the bank known to us or stored in the Customer Portal. The customer hereby expressly authorizes us to collect the due invoice amounts and ensures adequate coverage of the account described above. Potential fees for returned direct debits, e.g. due to underfunding, shall be borne by the customer.


5.2. For customers with a C-UA (individual-agreement customers), the settlement shall be effected on the basis of these GTC-C. For agreed monthly payments, the agreed amounts shall be due on the first day of each month and shall be remitted to our bank account by standing order no later than by the 15th day of each month.


5.3. In the case of our commissioning media partners for jobtool24 customers (e. g. by placing job advertisements from jobtool24 via the so-called "jobtool24 Media Partners"), we will invoice the customer for the costs incurred, either on an ongoing or, if agreed upon, on a monthly basis.

5.4. In cases of doubt, our remunerations/charges for products and for any expenses incurred, including travel expenses, shall be deemed to be due for payment upon receipt of invoice, without any deduction.

5.5. The customer may only offset counterclaims if the latter have been legally established, if they are undisputed or if they are acknowledged by us. Any right to exercise a lien on his part is limited to counterclaims based on the same contractual relationship. We are entitled to withhold services (e. g. by limiting or disrupting the access to our system) if the customer is in default of payment; other rights and claims on our part shall remain unaffected.


5.6. In case of payment by order check / crossed check, we charge a flat processing fee of 15.00 EUR plus VAT per check.


6. Liability

A liability for slightly negligent breach of non-essential contractual obligations on our part is excluded. In the case of slightly negligent breach of contractual obligations – even by legal representatives and vicarious agents – liability is limited to foreseeable damage typical of the contract. However, we shall be liable without limitation for all damages culpably caused by us, by our legal representatives or by vicarious agents to the life, limb or health of the customer, as well as for damages originating from intent or gross negligence.


7. Force Majeure

Events of force majeure or other circumstances unforeseeable to us, in particular supply disruptions, strike, lockout, at our company or our suppliers, release us from our performance obligation for the duration of the interference as well as for a reasonable restart period – even during a previously existing delay. If our performance becomes impossible or economically unreasonable due to the aforementioned circumstances, we shall be exempted from our contractual obligations. Claims for compensations of the customer are strictly excluded.


8. Use of the Customer's Company Logo, Mentioning of Customer Testimonials

For the purpose of recommending "tool24"/"jobtool24"/"hrtool24"/"testtool24" as well as our IT HR Services, we may use the customer's name and the customer's company logo uploaded by the customer in the "jobtool24""/"hrtool24"/"testtool24" Customer Portal for our advertising and marketing materials on a free-of-charge basis. Any mentioning of customer contacts requires the prior consent of the person(s) concerned.


9. SSL Encryption, User Access, Access Protection

The data connections to the customer's "jobtool24"/"hrtool24"/"testtool24" Customer Portal are equipped with the hybrid encryption protocol SSL (Secure Sockets Layer), rendering them inaccessible for third parties. In addition, we provide each customer with a customized "Personal ID Link", the functionality of which allows users authorized for this purpose by the customer to access the Customer's Customer Portal by entering their "Username" and "Password".

The customer and the customer's users shall protect their Personal ID Link and their Passwords from unauthorized access, and change the latter on a regular basis, and change the latter immediately if a third party could have attained knowledge of it. The responsibility of deleting user data shall exclusively rest on the customer's administrator (customer Admin).


The data connections for the applicant's/employee's accesses (ID Links: for carrying out the analyses) also feature the hybrid encryption protocol SSL (Secure Sockets Layer). The applicant's/employee's access to "jobtool24"/"hrtool24"/"testtool24" is in each case provided via a customer-/project-specific ID Link.


10. Additional / Adjustment of Charges, Access/Usage Period, Use of Advertisements

The customer can only upload that annual amount of applicants to the tool24 server which is firmly agreed upon in the C-UA of "jobtool24"/"hrtool24"/"testtool24". For any further applicant (whether "Active", "Applicant Pool" or "Archived") or, respectively, employee, we are entitled to charge 3,-- EUR per month and application or, respectively, 3.50 EUR per month and employee as a usage flat-rate, in addition to the due usage fee. For each partial gigabyte (GB) in additional data storage requirement, we charge 5.00 EUR per month.

We are entitled to adjust the monthly usage fee during the term of the contract if in the 12 months preceding this adjustment the quantities differ from the contractual agreements by more than
10 %. In the event that the adjustment represents more than 25 % of the existing usage fee, the customer shall be entitled to a special right of termination which he/she may exercise in writing with a notice period of three months to the end of the calendar month subsequent to the receipt of the adjustments.

We are entitled to adjust the flat-rate amounts for maintenance and development and technical support during the term of the contract provided that the technical development exceeds the normal level (such as: introduction of a new browser, new operating systems, etc.). We are entitled to adapt the flat-rate amounts for user support to changes in the user structure and intensity of use exceeding the normal level.

Each of the aforementioned adjustments is allowed once per calendar year. Adjustments shall be announced in writing no later than four weeks prior to coming into force. For each job advertisement published on the "jobtool24 jobboard", the customer will be charged 99,— EUR per calendar month.

External job advertisements via the jobtool24 Media Partners are technically handled, commissioned and disbursed by us in our function as "Agency". The advertisement invoice is charged by us to the customer (acc. to section 5.3). The customer irrevocably deducts a granted commission to us. He shall indemnify us from all claims of the Media Partners. We shall not be liable for the placement of advertisements.

With the cancellation of his Customer Portal or the termination of the C-UA, the customer no longer has access to his Customer Portal and data. The customer data (except for queries and statistical data according to section 4.5) shall be irrevocably deleted by us no later than 90 days after termination of contract, but no earlier than 8 weeks after last receipt of payment.

 


11. Contract Period and Termination

11.1 In the "packages": "jobtool24 media", "hrtool24 basic", "jobtool24 basic" and "testttool24 basic", the usage period of the customer's respective-product Customer Portal is indefinite. The customer may terminate his use at any time without prior notice, we may terminate the Usage Agreement with a notice period of four (4) weeks to the end of the month.


11.2. In case of an existing C-UA ("jobtool24"/"hrtool24"/"testtool24") with an initial contract period chosen by the customer and a fixed monthly usage fee, the present agreement shall be automatically extended as follows:


– First extension of the Usage Agreement for 12 months,
– second extension of the Usage Agreement for 18 months,
– each subsequent extension of the usage agreement for 24 months.

The customer may contradict the first extension with a notice period of 3 months, the second with a period of 6 months, and the third and all following extensions with a period of 9 months, each to the respective end of contract. We can contradict the extensions with the same notice periods.


11.3. The right to extraordinary termination with just cause of a usage agreement, either fixed-term or unlimited, remains unaffected. We may terminate the Usage Agreement with the customer for good cause, being, for instance, that the customer does not settle an invoice provided by us, even after a reminder with an appropriate deadline, or that the customer has suspended his payments, or that an application of insolvency has been placed on the customer's assets.


11.4. Each termination must be in writing by registered letter in order to be effective.



12. Privacy, Copyright, Trademark, Patent Protection

The customer acknowledges our technical and professional expertise, the associated copyright, as well as the existing trademarks and patent rights. The customer shall treat our services, especially all "jobtool24"/"hrtool24"/"testtool24" functionalities and reports, and all other results confidential; he shall use them only for the purpose of the contract and shall not disclose them to third parties. If the customer receives an individualized "iframe/HTML code" from us (for example within "jobtool24"), the following shall apply: The customer receives the "iframe/HTML code" only for one exactly designated Internet page (URL) and may only include it in this Internet page / URL. Within the "iframe/HTML code", the customer may only adjust the height (default height: 600 pixels) to his wishes. Any other modification or edition of the "iframe/HTML-code", any integration into other Internet pages / URLs, any duplication and any disclosure to third parties is strictly prohibited. Each "jobsite premium" has its indiv dual license number, as accounted for in the source code of the "iframe/HTML code". Therefore, an integration of the "iframe/HTML-code" in other Internet pages is technically impossible. Another reason for the exclusion of any jobsite width and source code adaption is that the functionality of the "iframe/HTML-code" is no longer given otherwise. A violation of this usage right restriction not only is a violation of copyright and other property rights, but also is a gross violation of the concluded Usage Agreement; for that reason it entitles us to terminate the agreement for good cause. All other and further rights and claims remain reserved.




13. Final Provisions

13.1.  Modifications to the present General Terms and Conditions of Use (GTCU) require the written form in order to be effective; this also applies to any alterations to the present clause on written form itself.

13.2. The written form agreed upon in the present Terms and Conditions of Use shall also be deemed fulfilled by using e-mail of fax.

13.3. Should individual or several provisions of these Conditions be or become invalid in whole or in part, the validity of the remaining conditions thereof shall not be affected.

13.4. German law applies. Our place of business is agreed as place of jurisdiction. We are also entitled to sue at the customer's place of business.


Stand 07/2015

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