License and Terms and Conditions Experteer GmbH for RECRUITER

1 Applicability and object of the terms and conditions

The following terms and conditions below apply to the software and all related services offered by Experteer GmbH, Munich (“Experteer”) to companies and search consultants at various internet domains (including www.experteer.de, www.experteer.at, www.experteer.be, www.experteer.ch, fr.experteer.ch, www.experteer.co.uk, eu.experteer.com, us.experteer.com, www.experteer.es, www.experteer.fr, www.experteer.it, www.experteer.nl) (“Experteer Software”).
These conditions shall define the terms under which the Experteer software and all related services may be used. These general conditions and licensing terms (“T&C”) shall apply exclusively to all uses of the Experteer software and all relates services and all contracts shall be based on these T&C, even if the Experteer software or services are used or accessed from outside the territory of the Federal Republic of Germany.
Differing licensing terms or general terms and conditions of business of the users shall not form part of the contract even if Experteer does not explicitly reject them or carries out the contractual services for the user without reservation even in the knowledge of contradictory or different conditions used by the users.
By registering with Experteer and thus obtaining the right to use the Experteer software, the user is making a binding declaration that he has read and understood these licensing terms and general conditions and has agreed on the application of these terms to his contract. Users who do not agree to the application of the T&C shall not register on the Experteer internet domains and shall therefore be forbidden from using the Experteer software. Persons under the age of 18 are also not authorized to use the Experteer software.
Unless explicitly stated otherwise, all new releases, updates and other new services which extend or improve the current version of the Experteer software are subject to these T&C. The Experteer software will always be provided in the latest version approved by Experteer and is always subject to availability.

2 Experteer Software / Availability

Experteer is an internet-based careers service which provides users with software for searching and communicating on the Experteer platform. Experteer Recruiting offers software-based tools for the publication of content (e.g. job adverts) and software for searching and communicating in databases (e.g. candidate database). It is pointed out that Experteer’s services do not include finding personnel. In this respect, Experteer explicitly draws attention to the liability regulations in section 12.
Recruitment companies have access to a free membership which offers the option of partial use of the content of the Experteer software and a few features (Limited Posting). The use of the entire content of the Experteer software with all features and tools is available to Experteer-approved recruiters after having purchased the paid products specifically designed for them, such as "Premium Candidate Search", "Expert Posting", "Active Posting", as well as "Smart Solution"(cf. section 5).
With fully or partially paid registration, users are given the non-transferable, non-exclusive right to use the Experteer software provided by the Experteer internet portal only for their own purposes in accordance with these T&C. Each other use of the Experteer software requires explicit, separate, prior written consent from Experteer. This particularly applies to the reproduction, transfer, distribution or making available in any way, whether in return for payment of free of charge, of the Experteer software or copies of the Experteer software, or parts thereof, to third parties, even if this is on computers belonging to the user.
Experteer reserves all rights to change, interrupt or discontinue in any way all or individual features of the software either temporarily or permanently with or without rendering a notice to the user. The user declares he is in agreement that Experteer is not liable to him or third parties with respect to changes, interruptions or the discontinuation of individual or all services.
Experteer will make every reasonable effort to make the software features available 24 hours a day, 7 days a week and to guarantee the maximum possible server availability. However, it is explicitly stated that Experteer cannot guarantee 100 % availability.

3 Copyright and other protective rights

All Experteer content is protected by copyright. Copying of content, especially user profiles or e-mail addresses, and publishing it elsewhere shall be forbidden without the prior written consent from Experteer.
Registration in accordance with section 1, para. 4, in no way constitutes a transfer of title or usage rights, licenses or other rights to the user. All rights to codes, titles, brands, trademarks, copyrights and other commercial rights held by Experteer remain with Experteer without restriction, except the right to use the Experteer software. All working results and information published are subject to Experteer’s copyright. This does not apply to work results and information published which was created by the user or a third party and adopted unchanged by Experteer for publication on the internet or linked to by Experteer with a hyperlink.
Only the user is responsible for the content determined and made available for publication by him in terms of infringement of press, competition rights and other rights. By registering, the user confirms that he has obtained licenses from the owners of copyright, service protection and other rights required or possesses all necessary rights for publication of the documents, information and data made available by him on the internet.
The user grants Experteer an irrevocable, free of charge, unlimited, non-exclusive, non-transferable license to use, show, copy or publish their job ads, trademarks, logos and other intellectual property rights.

4 Conclusion of contract

The user confirms to Experteer that he is 18 or above.
Experteer has the right to check the user’s personal details using suitable official documents. The user therefore undertakes to send Experteer copies of official documents – in particular his personal ID – if requested to do so by Experteer.
The contract for a selected product becomes valid when the Experteer offer is expressly confirmed by the user in writing or by e-mail. The accepted written form is the sending of an e-mail or a fax. An online contract is completed through the use of the selected software product or through Experteer’s execution of the contract.
Experteer reserves the right not to allow individual users to register, use the Experteer software and is allowed to delete their registration data. Notably, only personal e-mail addresses are accepted for registration.
By registering, the user is also giving his consent to the application of these T&C to his contract with Experteer.
If the user is an employee of a HR-department of a company, the user confirms that he is authorized to close the contract for job postings without having to prove his authority on an individual basis. If there is no effective authorization then the user is personally liable.

5 Costs

The Experteer software allows free submission and amendment of a profile. For recruitment companies, limited use of the Experteer software with the products “Limited Posting“ and “Standard Candidate Search” is possible. Executive search consultants can opt for a free membership which allows them to partially use Experteer software, with limited features (Limited Posting). Experteer allows pre-approved executive search consultants to register for free and partially use Experteer software, features and tools. By booking customized, payable products such as ‘Premium Candidate Search’, ‘Expert Posting’, ‘Active Posting’, as well as ‘Smart Solution’, full access is made possible.

6 Terms of Payment / Payment due / Payment delayed

The license fee per “Premium Candidate Search”, as well as for the job advertising products, such as ”Expert Posting”, ”Active Posting” and “Smart Solution” is due within 14 days. In individual cases, Experteer is entitled to provide its services only after payment has been made. Experteer is entitled to issue invoices in electronic form at its discretion, and to send them via e-mail.
In case of payment overdue, Experteer is authorized to demand interest at the legal rate. In case of non-payment, Experteer is authorized to temporarily suspend its contractual obligation of providing the service until the complete payment is made. The agreed contract terms do not extend as a result.
In case of payment overdue of the agreed installments with more than 14 days, the total invoice amount is due without prior warning.
Should Experteer have an agreement in place where positions are published prior to payment, then the user must meet the payment intervals agreed upon in such a contractual agreement.
The payment interval for the access to “Premium Candidate Search” depends on the agreed license duration and is 30 days or a multiple of it. The license fee has to be paid to Experteer in advance without any deductions.
By registering for the paid service and entering appropriate bank or credit card details, the user is granting Experteer permission to direct debit the charges for the purchased product and for each time it prolongs from the bank or credit card account.

7 Obligations of the user

The user is solely responsible for the content of his profile and of contact messages.
The user is not permitted to put or make available in any way any sexual, pornographic, immoral, politically radical or other illegal content on the profiles and in contact messages. He is also not permitted to create profiles for third parties.
The user is also prohibited to send or make available in any way advertising for services going beyond the specific job advert to the potential employee either in the profile itself or by sending contact messages. In particular, this applies to, but not exclusively, advertising other internet services or advertising chargeable service telephone numbers.
It is not permitted to create profiles for the purpose of collecting e-mail addresses from responses and using them for commercial purposes.
The user has no legal title to claim the publication of his content.
Photos which have been provided to Experteer for publication within a profile must be up-to-date and allow identification of the relevant user. The face must be recognizable as a whole. Experteer’s liability for the infringement of any copyright held on the image material by third parties shall be excluded.
Within Experteer the relevant user is solely responsible for the communication between users and ist content. The user’s statements and actions shall not be assigned to Experteer in any way.
All users are responsible for the compliance with the legal terms of data protection. All users are particularly obliged to treat e-mails and other messages or other user data received in connection with the use of the Experteer software and the internet portal provided by Experteer confidential and shall not make them accessible or available to third parties without the consent of their originator. The same applies to the names, telephone and fax numbers, residential and e-mail addresses and/or URLs of other users.
Forwarding of any data to non-users is also prohibited. It is especially prohibited to make applicants’ profiles and job application documents available to third parties without the prior consent of the relevant applicant, even if it is anonymized. The user shall pay a contractual penalty of at least € 5000 for each infringement. The right to prove lower or higher damage is reserved.
The user shall not put or make available in any way sexual, pornographic, immoral, politically radical or other illegal content on requests, responses and contact messages. It is also not permitted to threaten, harass or infringe the rights (including personal rights) of others or to promise or demand money or services in lieu of money.
Experteer may use the mechanisms available to it to check that profiles are complying with these terms of use. However, Experteer assumes in no way any joint liability for the content of the profiles, as well as contact messages.
Any misuse or illegitimate utilization of Experteer websites or databases is prohibited. In particular, it is prohibited to collect and store data from Experteer databases as well as to use the data on the Internet, in full or in part for commercial address processing, commercial supply of information, or as a basis for or as auxiliary material for the compilation or completion of subscriber or address directories of any kind. The readout of the Experteer databases for the purposes mentioned above as well as other commercial utilisation is also prohibited.
Using mechanisms, software or scripts while using the Experteer websites and databases as well as blocking, overwriting, modifying and especially the copying of Experteer websites and databases through “web crawling” and “spidering”, is strictly prohibited. The user may however use the interfaces or software, offered as part of the services on Experteer websites.
The user shall also refrain from any action that is likely to compromise the functionality of Experteer’s infrastructure, especially that which would place an excessive burden thereupon.

8 Job Advertisements

Experteer provides the option for the user to create and publish job adverts for permanent positions directly. If the user wishes to publish a job advert on a foreign website within the Experteer network and commissions this, then this publication is subject to the relevant T&Cs for the local Experteer website.
For a job advert to be published in the Experteer job database, the permanent position to be filled shall offer a gross annual income of at least $100,000. If a job advert does not fulfill one of these criteria, it will be removed without prior warning to the user. The user will be informed immediately after such action has been taken. Return of payment in this case is not justifiable.
The user guarantees that only information corresponding to the facts will be published in his job adverts. Experteer reserves the right not to publish job adverts because of their content, their origin or their technical format based on consistent and legitimate principles. This applies in particular if the content of the advert infringes statutory law or official regulations, is abusive or offends common decency, or if publication is in any way unacceptable to Experteer for any other reasons. Content of job adverts which does not specifically serve to initiate a service or employment relationship is specifically regarded as abusive. Experteer has the right to remove such job adverts from the portfolio without prior warning to the user. The user will be informed immediately after such action has been taken. Return of payment in this case is not justifiable.
The user bears sole responsibility for the content, especially its accuracy and legality, of the text and image material made available for publishing the adverts. Experteer is not obliged to check that the advert does not infringe any third party rights. The user shall indemnify Experteer regarding any claims by third parties against Experteer, such as legal costs in whatsoever form resulting from the execution of the advert order.
If protected brand names are used in line with the publication of the advert, approval shall be granted for their use. The user guarantees that he is authorized to grant such approval.
The advert will be published once the job advert has been issued by the user and released by Experteer. The user shall be responsible for the complete delivery of acceptable and suitable advertisement material. Delays caused as a result of the advert text supplied by the user for publication, whether for content-related or technical reasons, are not Experteer’s responsibility on a general basis.
The adverts are published on Experteer’s internet pages and, in line with cooperation agreements, on the platforms for the cooperation partners of Experteer GmbH.
Experteer also has the right, but is not obliged, to distribute the advertisement elsewhere, particularly by fax on demand or telephone. Experteer also has the right, but is not obliged, to publish the advert (or have it published by a third party) in any print media to be chosen at its discretion. These are additional, voluntary services from Experteer which involve no additional charges from the user.
The user shall be aware that the current state of technology makes it impossible to prevent adverts published on Experteer’s internet pages being copied, linked to and/or published disguised as a separate advertisement using frames by another internet providers. Experteer will undertake to prevent copying, linking and/or framing as described above where technically possible. At this stage, the user grants Experteer any consent which may be necessary to prevent any action as described above. However, if unauthorized linking and/or framing does occur, Experteer’s liability shall be excluded.
The user has the right to deactivate or delete the job adverts he has posted at any time. Delays in publishing caused as a result of the advert text supplied by the user for publication, whether for content-related or technical reasons, are not Experteer’s responsibility on a general basis.
Documents provided by the user for the production of the advert will only be returned by Experteer if it receives a specific written request from the user. The duty to keep these documents expires three months after the end of the advert contract.
Experteer has the right but is not obliged to keep the job advert after the end of the specific term of the advert or after the open position has been filled for marketing purposes and to continue to use it, although a specific coding should indicate the status in terms of currency. If the user explicitly disagrees to this in writing, the advert will not be used in this way.
If the job advertisement is published on Experteer by a user on behalf of a third party, then the third party must adhere to the T&Cs as stated here on behalf of the third party.

9 Applicant database

The use of the software for the candidate database is only for personal use of the registered user. Unless otherwise agreed, any transfer of the right to use the database to third parties is prohibited. A change of the registered user during an ongoing license is allowed in individual cases only after approval by Experteer. In case of infringement, Experteer will immediately block the access and it will not be liable for refund of payment
The use of the database for any purpose other than that of initiating a service or employment in relation to actual, available vacancies is prohibited. The user agrees to comply with all regulations of data protection and privacy terms. In the event of breach of contract, illegal handling of personal data and personal rights, Experteer is entitled to block access and reserves the right to remove any content from the offer, without prior warning. The user will immediately be informed upon such actions. Refund of already made payments is not granted.
The user agrees to treat all direct and indirect information strictly confidential and to not disclose it to third parties or to use it for other purposes. The user has to take all necessary provisions to ensure strict confidentiality. Confidential information should only be given to colleagues or other third parties that need the information due to their professional involvement and that also committed to strict confidentiality. The duty for strict confidentiality continues even after the termination of the respective license contract.
The user agrees to use the database only for the search of matching candidates for specific, concrete vacancies and not to offer any other type of service. Moreover, the database license may not be used to collect general data on potential candidates or to contact applicants for business activities that are run from home, require periodic payment, or are franchise-based.
Access to the candidate database by competitors of Experteer shall generally be prohibited, especially if the access serves the purpose of enticing Experteer’s customers away, and entitles Experteer to apply for a restrictive injunction in court, even without prior notice. In this case, the user undertakes to bear the costs of the proceedings, even in the event of an acknowledgement ruling.

10 Term, termination

The duration of the Candidate Search products booked online prolongs automatically for the respective subscription duration purchased unless it is cancelled before the duration ends. The duration of all other products depends on the respective subscription duration purchased.
If a user breaches these T&C, general legal principles, or files for bankruptcy, Experteer may block his access or delete the respective entry or posting in its entirety and terminate the license contract with immediate effect.
If a user’s access is blocked because of a breach of the contract / rights, or because of bankruptcy, the already paid fees will not be refunded.

11 Guarantee

In the case of a defect, Experteer shall be entitled to either remove the defect or to offer alternative solutions (subsequent fulfillment). While subsequent fulfillment attempts by Experteer are ongoing or have not completely failed, user’s claims regarding reduction of the agreed payment or cancellation of the contract shall be excluded. Once the attempts to subsequent fulfillment have finally failed, the user may reduce payments or cancel the contract insofar as the relevant defect lasts. Cancellation of the contract is not an option if the defect is insignificant. The user must provide sufficient support for subsequent fulfillment attempts by Experteer.
The guarantee is excluded if the user cannot reproduce the error or prove it based on computer readouts.
With respect to the data used, Experteer is only responsible for checking that the data used is free of viruses using conventional virus software. Any further-reaching liability for freedom from viruses is excluded.
The user is not entitled to any claims from this guarantee if the cause of the defect relates to the fact that the user has failed to comply with own obligations or has modified the Experteer software or had it modified.
If the user is a company within the meaning of Section 14, BGB (German Civil Code), previously mentioned rights can only be asserted within one year of the Experteer software made available to it.

12 Limitations of liability

Irrespective of the legal basis, Experteer’s liability is limited to damage caused by intention or gross negligence. However, this limitation on liability does not apply for any injury or harm to life, body or health, to the breach of major obligations and to claims arising under the Product Liability Act.
Where Experteer is liable as a result of simple negligence, the compensation claim shall be limited to such damage as must typically be expected and to a total compensation amount of € 5000.
Claims for consequential damage, especially damage to hardware, software, or damage incurred due to data loss of the user or lost profit shall be completely excluded.
If and to the extent Experteer’s liability is excluded or limited, such exclusion shall also apply the personal liability of Experteer’s employees, job holders, workers, representatives and agents.
It is agreed that the current state of technology cannot rule out errors in the program, even if great care is taken, and that uninterrupted, error-free operation and the complete removal of program errors cannot be guaranteed.
Experteer excludes any guarantee for the software and the functionality of the internet platform and makes no undertakings with respect to the correctness, suitability, reliability, punctuality or precision of the information contained therein.
If its internet platform and/or the functionality of the Experteer software is hampered, interrupted or destroyed as a result of force majeure, strike, lockout, operational disruption or structural damage emanating from outside Experteer’s liability shall be excluded.
Experteer is not responsible for the privacy practices and content of other websites that may be linked with Experteer websites.
Experteer liability for unauthorized, non-purposeful obtainment of knowledge of personal user data by third parties (e.g. through unauthorized access by ‘hackers’ into the Experteer software database) or information provided by the user himself to third parties, e.g. by giving out his password, which is then abused by third party shall be excluded.
Experteer’s liability for any delay, deletion, accidental transfer or memory failure in the communication between users or in conjunction with areas designed personally shall be excluded.
Experteer also draws attention to the fact that it explicitly shall not be liable for any content provided by internet users or users of the internet platform provided by Experteer.
12. Experteer shall not be liable for any damages to computer systems or offences or damages to users of Experteer caused in line with communication with other Experteer users or by accessing external links.

13 Salary benchmark and third party information

The salary benchmark and the salary information provided merely represent an average value at the relevant level with market leaders. For each company, the actual salary can be up to 15 % lower or higher (in individual cases, greater discrepancies can also apply). The specific salary to be given depends on factors such as skill at salary negotiation, employee performance and professional experience. The size and location of the company also plays a role. We explicitly point out that a salary benchmark quoted by Experteer does not represent a statement on the actual salary for the position offered by the specific company. They are rather target salaries by market leaders in the relevant sectors of industry. They should provide users with a guide when assessing open positions, evaluating their own career milestones and as an aid during salary negotiations. They are explicitly not salary levels offered by the specific company or conventionally paid.
The user grants Experteer irrevocable, free, unlimited rights to show, copy, or publish the actual salary information provided by them.
Experteer’s liability for the content of the job adverts and information provided by the company on the internet and to which there are links from Experteer shall be excluded.

14 Changes to the General Terms and Conditions of Business

Experteer reserves the right to redesign, amend or change the T&C.
The user declares his approval to the application of the amended T&C’s for contracts concluded before the change in question, providing Experteer makes the user aware that the T&C have been modified and the user does not object to the change within a period of two weeks, starting on the date following the day the notification of the change has been received. In this case, the amendment in question is deemed to have been approved. The notice of amendment can be sent by e-mail to the user-specified e-mail address.

15 Other terms

Experteer may exclude users from further use of individual or all features of the Experteer software and/or the Experteer internet portals or reject individual profiles without observing a notice period or quoting reasons.
However, if an excluded user uses the Experteer internet service, e.g. using a different identity or attempts to conclude a licence contract with Experteer in this way, Experteer reserves all rights to take any legal action.
During and after the term of the contract, Experteer is authorized to demand from the user the immediate correction, deletion, blocking and return of any information that came to the attention of the user while using the Experteer Software and its portals.
The operation of Experteer is solely at the discretion of Experteer. Experteer is entitled but not obliged to check that the content of any text or any image entered meets the guidelines set out in these terms and, if necessary, to modify it or delete it.
Experteer reserves the right to assert claims for compensation as a result of breaches of these T&C and other legal offences.
The contractual relationship between Experteer and the relevant user shall be governed by German law under the exclusion of UN law on the sale of goods, with the condition that Experteer’s proprietary rights are protected by the local applicable law around the world.
To the extent legally permissible, the exclusive venue for all disputes arising from this contract shall be Munich, Federal Republic of Germany.
Should single provisions of this contract be or prove to be invalid the binding force and effectiveness of the other provisions of this contract shall remain unaffected. The invalid or incomplete provision shall be replaced or amended by Experteer and the user to form a term which comes as close as possible to the economic intent of the original term. The same applies to loopholes in the contract.

Munich, May 22, 2018