General Terms and Conditions

This is an English translation of our German General Terms and Conditions („Allgemeine Geschäftsbedingungen“), provided for your convenience. Only the German version is legally binding; in the event of any discrepancies between the German and English versions, the German version shall prevail.

General Terms and Conditions of Grapevine München GmbH

– hereinafter referred to as „Grapevine München“ (as of February 2025)

I. Scope of Application

The following „General Terms and Conditions“ apply to all business relationships between Grapevine München and its clients/contractual partners. They apply to all consulting and project engagements between the business partners, even if such engagements are concluded in the future without express reference hereto. The scope of services of Grapevine München includes in particular the conception and preparation of strategy papers in the field of employer branding, HR marketing and recruitment, as well as their planning and implementation, including the booking of media with third parties. Exclusively these Terms and Conditions apply to the services to be rendered by Grapevine München. Amendments and supplements to these Terms and Conditions are only valid insofar as they have been acknowledged by Grapevine München in writing. Should individual provisions of these Terms and Conditions be or become invalid, this shall not affect the validity of the remaining provisions. Any conflicting terms and conditions of the client/contractual partner are hereby expressly objected to.

II. Scope of the Contract

Grapevine München is obligated to render the services specified in greater detail in the contract and performs in accordance with the engagement and customary industry practice. Grapevine München may also engage qualified third parties to fulfil its obligations. The characteristics stipulated in writing in the service description conclusively define the properties of the services. If there is no written agreement on an individual point relevant to the contract, the scope of the engagement results from the circumstances of the specific case or from customary industry practice. Oral statements by employees of Grapevine München outside the scope of the engagement granted are always non-binding.

A particular success, above all the occurrence of any forecasts, is not owed. The examination of the legal situation, in particular the admissibility of the content and/or design of the work results under copyright, personality, competition or trademark law, is not the task of Grapevine München. If the actual circumstances change after completion of the consulting activity and Grapevine München becomes aware thereof, there is no obligation to inform the client/contractual partner of these changes and the consequences resulting therefrom.

III. Offers and Remuneration

The offers of Grapevine München are always subject to change without notice. The client/contractual partner confirms binding offers in writing. The contract is concluded upon acceptance of the engagement by Grapevine München or upon performance of the engagement. Grapevine München reserves the right to refuse the engagement on account of its content, its origin or for other reasons. Claims for compensation by the client/contractual partner for refused engagements are excluded. In all other respects, date specifications are generally non-binding and represent merely an approximate performance period, unless expressly promised in writing.

Engagements for which no fee rate or flat rate has been expressly agreed are invoiced on the basis of the most current daily rates of Grapevine München according to actual expenditure. The basis for calculating a daily rate is one employee day with a working time of eight hours. Every hour commenced is invoiced at one-eighth of the daily rate. In addition, the client/contractual partner bears all outlays associated with the performance of the contract. Third-party and incidental costs, such as the costs of engaging qualified third parties as well as expenses for telecommunications, are to be remunerated separately to Grapevine München against proof, unless a flat-rate agreement has been concluded. All fees and prices are understood to be plus the statutory value added tax.

Any travel costs incurred are borne by the client/contractual partner, unless the parties have agreed otherwise beforehand.

IV. Terms of Payment

The agreed payment term is 30 days without deduction.

Internal services are invoiced at 50% upon commissioning and 50% after the service has been rendered. Invoicing is carried out by way of partial invoices. External services are invoiced at 100% upon commissioning.

Media services with a volume of less than EUR 5,000 net are invoiced at the start of the campaign. Media services with a volume greater than EUR 5,000 are invoiced at least 4 weeks before the start of the campaign.

For deviating payment arrangements in which the risk of payment default and/or the pre-financing lies, even if only in part, with Grapevine München, a corresponding percentage fee (handling fee) must be charged.

Deductions from the invoice amount made without justification are subsequently claimed irrespective of their amount. In the case of payment by cheque, only the crediting of the cheque amount to the account of Grapevine München is deemed to constitute payment. If a client/contractual partner defaults on payment, it must pay default interest at the statutory rate on the claim from the commencement of default. The assertion of further damage caused by default is not excluded. Unless otherwise agreed, the client/contractual partner is in default within 30 days after the date of invoice, without any reminder being required.

V. Set-off and Right of Retention

Set-off with counterclaims or the assertion of a right of retention is only permissible if the claims of the client/contractual partner have been acknowledged by Grapevine München or established with final and binding effect. The client/contractual partner may not exercise a right of retention that is not based on the same contractual relationship. Should it turn out that the client/contractual partner has only limited creditworthiness, Grapevine München is also entitled, subsequently, to demand an appropriate advance payment or other security for its remuneration claim and to withhold its services until such payment or security is effected.

VI. Reservation of Rights of Use and Retention of Title

If drafting and/or design is part of the engagement, Grapevine München has freedom of design. All drafts, (strategy) concepts, diagrams, graphics or ideas prepared by Grapevine München may not be used or modified by the client/contractual partner beyond the purpose of the contract without the consent of Grapevine München. In the event of a transfer of rights, the scope thereof in territorial, temporal and substantive respects is governed exclusively by the contractual agreements or the purpose of the contract; Section 31 (5) of the German Copyright Act applies accordingly in this respect. The transfer of rights relates exclusively to closed data formats of the overall works created by Grapevine München. This means: the rights to the individual stock materials used in the layout are not transferred, but are subject to the terms of use and licence conditions of the respective provider of stock materials.

The transfer of the rights of use to the client/contractual partner takes place only after full payment of the overall engagement. In addition, Grapevine München retains title until full payment of all outstanding or future claims arising from the business relationship with the client/contractual partner. In the case of a current account, the retained title serves as security for the balance claim.

Should no contractual cooperation come about, or should the contractual cooperation end, and the parties have not agreed otherwise, the customer is not entitled to continue using the services developed by Grapevine München (e.g. concepts, diagrams, graphics) without the consent of Grapevine München. Nor is the customer entitled to commission third-party agencies with the implementation of the services developed by Grapevine München. Should Grapevine München determine that the customer culpably breaches these provisions, the customer undertakes to pay a contractual penalty, the amount of which is at the discretion of Grapevine München and which, if necessary, is to be reviewed as to its amount by the competent court. Any further claims remain unaffected.

VII. Naming as Reference

Grapevine München reserves the right to name the client/contractual partner as a reference with its logo and to prepare joint projects as case studies. In presenting the case study, Grapevine München limits itself to the customer’s already published and freely accessible advertising material that was created by Grapevine München. In doing so, Grapevine München ensures that no confidential information subject to secrecy or non-disclosure is published.

VIII. Duties to Give Notice of Defects

The client/contractual partner must give notice to Grapevine München in writing/by fax, without undue delay, of any defects or complaints regarding quantity and/or quality arising at any stage of the performance of the contract, insofar as these are obvious defects. In the case of hidden defects, written/fax notice must be given without undue delay after discovery of the defect. The burden of proof that a hidden defect is involved lies with the client/contractual partner, unless the latter is to be regarded as a consumer within the meaning of Section 13 of the German Civil Code. Disadvantages resulting from a delayed notice of defects are borne by the client/contractual partner.

The statutory consequences of a breach of the commercial duty to inspect and give notice of defects pursuant to Section 377 of the German Commercial Code remain unaffected hereby.

IX. Warranty

Grapevine München endeavours to avoid errors as far as possible. Minor errors in the performance of the contract as well as merely insignificant deviations from the contractually agreed quality of the service do not give rise to warranty claims. In the case of justified notices of defects, Grapevine München, at its option, remedies the defect or renders the service anew, unless the client/contractual partner is to be regarded as a consumer within the meaning of Section 13 of the German Civil Code. The client/contractual partner must grant Grapevine München the time and opportunity required for subsequent performance at reasonable discretion. If Grapevine München does not succeed, after two attempts at subsequent performance, in rendering proper and defect-free performance, the client/contractual partner is entitled, after setting a reasonable grace period and threatening that it will withdraw upon expiry of the period, to demand rescission of the contract or a reduction of the remuneration. A claim for damages is excluded except in the case of intentional or grossly negligent conduct by Grapevine München or its vicarious agents. Likewise, liability for lost profit is excluded.

Grapevine München is entitled to treat the factual material received from the client/contractual partner as complete and correct. An examination in this respect is carried out only with regard to obvious inaccuracies.

The consulting services of Grapevine München have no protective effect in favour of third parties. Should Grapevine München nevertheless be held liable by third parties for injunctive relief, damages or the like on account of the design and/or content of its work result, the client/contractual partner indemnifies Grapevine München from liability.

X. Delays

If the agreed implementation of a project or a campaign is delayed through the fault of the client/contractual partner, Grapevine München is entitled to invoice 80% of the agreed fee for any loss of fees (idle periods). The client/contractual partner loses its claim to timely delivery of the agreed service. Grapevine München informs the client/contractual partner when the service can be rendered.

XI. Termination

Ordinary termination of an engagement granted is possible by the customer at any time. In the event of termination, the following cancellation conditions apply:

If the subject matter of the service of Grapevine München was the rendering of in-house work, e.g. the preparation of concepts and strategy developments, 80% of the contractually agreed fee is payable in the event of termination.

If the subject matter of the termination is the cancellation of third-party services to be rendered by third parties or of agreed placements, the costs are invoiced at 100% plus a handling fee of 15%.

The application of Sections 649, 615 of the German Civil Code is excluded.

After commencement, termination is generally no longer possible.

XII. Limitation of Liability

Grapevine München is liable in cases of intent or gross negligence on the part of the contractor, its representatives or vicarious agents in accordance with the statutory provisions. This liability extends to damages in addition to performance, damages in lieu of performance and the claim for compensation for wasted expenditure, on whatever legal grounds, in particular on account of defects, the breach of obligations arising from the contractual relationship or from tort.

For a case of damage based on slight negligence, Grapevine München is liable only for the breach of material contractual obligations, whereby the claim for damages is limited to the foreseeable damage typical for the contract and, in terms of amount, to twice the value of the engagement; this does not apply to liability for injury to life, body or health. A case of damage is understood to be the sum of the claims of all persons entitled to claim arising from a single service.

The liability risks for external works such as career websites or landing pages lie with the client/contractual partner. In creating them, Grapevine München orients itself to the applicable e-commerce law, but assumes no liability risks for incorrect information, e.g. in the privacy policy or the site notice. Here we recommend seeking contact with the internal legal or data protection department.

All claims for damages against Grapevine München become time-barred one year after the statutory commencement of the limitation period.

XIII. Confidentiality and Non-Disclosure

Grapevine München undertakes to maintain secrecy regarding all information and documents received by it from, or becoming known to it through, its client/contractual partner in the course of performing the contract and designated as confidential. This obligation of confidentiality applies to the same extent to the vicarious agents of Grapevine München.

Grapevine München carefully keeps and safeguards the documents provided for the purpose of performing the contract, so that misuse by third parties is precluded.

XIV. Data Protection

Grapevine München takes data protection very seriously. For various processes, personal data are also required, collected, processed and stored. Depending on the situation, company, name, address, gender, date of birth, customer number, telephone number, fax number, bank details, payment method and email address are collected and stored. In the case of electronic payment methods, data may be collected and stored in accordance with the respective method. The information provided by the client/contractual partner is generally treated as confidential. Insofar as the consent of the client/contractual partner is available, collected and stored data may be passed on within the contractual framework to selected companies and business partners.

XV. Miscellaneous

Unless otherwise agreed, German law applies to all claims arising from the contract.

The place of business of Grapevine München is the place of performance for both contracting parties if the client/contractual partner is not a consumer or if its domicile is located outside the Federal Republic of Germany. Insofar as legally permissible, Munich is deemed to be the agreed place of jurisdiction for all disputes between the contracting parties.

Invalid or unenforceable provisions of these Terms and Conditions are to be replaced by mutual agreement with such provisions as are suited, taking into account the interests of both contracting parties, to achieve the intended economic purpose. The same applies to the filling of any gaps that might emerge in these Terms and Conditions.

Amendments and supplements to the contractual agreements as well as to the provisions set out in the present Terms and Conditions always require written form in order to be legally effective. The same applies to any waiver of this written-form requirement.

General Terms and Conditions of Grapevine Frankfurt GmbH

(as of February 2025)

§ 1 Scope of Application

(1) The following General Terms and Conditions (GTC) apply to all legal relationships between Grapevine Frankfurt GmbH and its contractual partners. Grapevine Frankfurt GmbH is hereinafter referred to for short as „we“, its contractual partners as „client“.

(2) The GTC apply only if the client is an entrepreneur (Section 14 of the German Civil Code), a legal person under public law or a special fund under public law.

(3) Unless otherwise agreed, the GTC in the version valid at the time of commissioning or, in any event, in the version last communicated to the client in text form apply as a framework agreement also to similar future transactions, without our having to refer to them in each individual case.

(4) The GTC apply exclusively. Deviating, conflicting or supplementary general terms and conditions of the client become part of the contract only if and insofar as we have expressly agreed to their application in writing. This requirement of consent applies in every case, for example also where, in knowledge of the client’s GTC, we perform the engagement for it without reservation.

(5) Individual agreements made with the client in a particular case (including collateral agreements, supplements and amendments) take precedence over these GTC in every case. For proof of the content of an individual agreement, a written contract or our written confirmation is decisive, subject to proof to the contrary.

(6) Declarations to be made by the client to us after conclusion of the contract (e.g. setting of deadlines, notices of defects, declaration of withdrawal) require text form in order to be effective.

(7) References to the applicability of statutory provisions have only clarifying significance. Even without such clarification, the statutory provisions therefore apply insofar as they are not directly amended or expressly excluded in these GTC.

§ 2 Subject Matter of the Contract

(1) We develop and implement for our clients projects in the field of personnel advertising, personnel recruitment, corporate presentation and corporate communication (recruitment advertising, interactive communications, response management, employer branding, student communications and employer communications). These include in particular the creation and placement of job advertisements, company presentations and events, prominent presentations such as advertising banners, text and logo links, radio spots, transport advertising, online databases and Web 2.0 applications in the name and on behalf of our customers for publication with third-party providers. Our activity encompasses in particular the creation and/or presentation of advertisements or banners of a job provider or advertiser for placement with third-party providers (print or online placements) or the provision of access options to CV databases of external providers. The foregoing activities are hereinafter referred to as the „service“.

(2) We are entitled to engage third parties as vicarious agents for the performance of the contractual services.

(3) In contrast to print placements, in the case of online placements on the internet generally only one position per job advertisement can be placed by the client.

(4) The appropriate keywording, choice of categorisation, classification or placement of the job advertisement lies exclusively within the discretion of the third-party provider; we have no influence over these. The keywording, classification, categorisation and placement of the job advertisement is therefore not a contractual obligation incumbent upon us. Consequently, there is no claim to a particular keywording, choice of categorisation, classification or placement of job advertisements desired by the client.

§ 3 Conclusion of Contract

(1) In all other cases of contact, the contractual offer lies in the sending of the order confirmation to the client; acceptance then takes place by the client returning to us the order confirmation signed by it.

(2) Dates are binding only insofar as they have been laid down in writing.

(3) The documents belonging to the offer, e.g. illustrations, drawings and dimensions, are only approximately authoritative and are only binding if they are expressly designated as such. We reserve title and copyrights to cost estimates, drawings and other documents; they may not be made accessible to third parties.

§ 4 Reservation of Own Supply, Impediments to Performance

(1) The conclusion of the contract is subject to the reservation of correct and timely own supply by our suppliers/third-party providers. This applies only in the event that the non-delivery is not attributable to us, in particular in the case of the conclusion of a congruent covering transaction with our supplier. In this case, we are entitled to withdraw from the contract with the client. In the event of our withdrawal, we inform our client without undue delay of the unavailability and reimburse the consideration without undue delay.

(2) Impediments to performance not attributable to us, in particular in the form of force majeure, natural disasters, traffic and operational disruptions, official measures and labour disputes, lead to a performance period extended by the duration of the impediment. In the event that such an impediment to performance occurs permanently, we are entitled to withdraw from the contract.

§ 5 Fees, Terms of Payment

(1) Cost estimates are non-binding.

(2) The client pays us for its engagements, subject to any other written agreement, the remuneration resulting from our offer plus the respectively applicable statutory value added tax. Decisive are the prices valid on the issue date of the order confirmation.

(3) Payments fall due upon issuance of the invoice without deduction. Invoicing takes place upon approval of the service (see § 12 No. 2 of these GTC) or as soon as an individual service has been rendered by us. In the case of framework agreements, invoicing takes place upon approval of the first service. If a later delivery date is desired after completion of the order confirmation, the invoice is issued under the date of the provision of the service.

(4) If the use of third-party services is agreed and we have to advance the remuneration for these services, we may demand a reasonable advance. Recurring remunerations measured in sections, e.g. for the provision of host computer storage capacity for storing website information, are to be paid in advance in each case.

(5) Discounts, agency commissions or similar reductions are generally granted only in exceptional cases and after written confirmation by us prior to acceptance of the engagement.

(6) In the event of cancellation of an engagement for which an advertisement has already been created by us, we charge the costs already incurred.

(7) Even within the framework of ongoing business relationships, we are entitled at any time to perform a service, in whole or in part, only against advance payment. We declare a corresponding reservation at the latest with the order confirmation.

(8) We are entitled to transmit an invoice or payment statement to the client also in electronic form.

§ 6 Publication, Termination

(1) The commencement of publication or the rendering of the service takes place at the time agreed in writing with the client. If no time has been agreed in this manner, publication/rendering of the service takes place without undue delay upon conclusion of the engagement by us and after approval of the service by the client (see § 12, No. 2 of these GTC).

(2) The client is responsible for the complete delivery of flawless, suitable advertisement and service materials. Delays arising as a result of the content of the material provided by the client for publication, whether due to content or technical reasons, are generally not attributable to us (see also § 7, No. 1 of these GTC).

(3) The contract ends upon expiry of the agreed term.

(4) A right to terminate without notice for good cause remains reserved to the parties. Good cause for termination of the contract exists for us in particular if the client, despite reminder and setting of a deadline, fails to meet its payment obligation or commissions services with content that violates applicable laws or public morality.

§ 7 Obligations of the Client, Violations

(1) Compliance with our delivery obligation presupposes the timely and proper fulfilment of the client’s obligations. This means that it must provide all technical and project-related information, data and documents required for the rendering of the service in good time (see also § 6, No. 2 of these GTC). If these prerequisites are not fulfilled in good time, the period for the rendering of the service by us is extended accordingly. In the case of delay or additional expenditure caused by the client through the delivery of unclear or incomplete information and documents, the client is obligated to compensate us for the damage thereby incurred and any additional expenses.

(2) The client is obligated to treat a password chosen by it or transmitted by us and the user ID confidentially. Disclosure to third parties is prohibited. The client will at no time be asked by our employees for its password and its user ID.

(3) If there is reason to assume that third parties have knowledge of the password and/or are misusing a user ID, the client is obligated to notify us thereof in writing without undue delay.

(4) The client guarantees to publish in its job advertisements and other services only information corresponding to the facts and to comply with the requirements of the General Equal Treatment Act (AGG).

(5) The sending of contact messages to job seekers within the framework of access to the database for job seekers is impermissible insofar as questionable content is sent, a violation of public morality exists or toleration of the conduct is unreasonable for other reasons. The use of applicant databases for a purpose other than the initiation of specific service or employment relationships with regard to actually available vacancies is impermissible. In the event of conduct by the client that is in breach of contract, data protection law or personality rights, we are entitled to discontinue the rendering of the service by blocking access, and we reserve the right to remove such content from the offering without prior warning. The client is informed of such a measure without undue delay. This does not give rise to any claim for reimbursement by the client.

(6) The client warrants to comply with all provisions of data protection and personality protection law.

§ 8 Rights and Obligations of Grapevine Frankfurt GmbH

(1) The use of databases other than through the functionalities provided by us is impermissible and entitles us to immediately block access.

(3) We reserve the right not to perform, or to perform only in altered form, engagements placed by the client on account of their content, origin or technical form, in accordance with uniform, objectively justified principles. This applies in particular where the content violates statutory or official prohibitions, is abusive or violates public morality, or where publication is unreasonable for us for other reasons.

(4) We further reserve the right to remove service elements that have already been published, insofar as the content to be published violates statutory requirements, official prohibitions, third-party rights or public morality, or where publication is unreasonable for us for other reasons (hereinafter referred to as „impermissible content“).

(5) The same applies insofar as, on behalf of the customer, links are set to service elements that lead directly or indirectly to pages with impermissible content. We are entitled to remove such content from the offering without prior warning to the client. The client is informed of such a measure without undue delay. This does not give rise to any claim for reimbursement by the client.

(6) Materials provided by the client for the rendering of the service are to be returned by us to the client only upon special written request by the client. The obligation to retain ends three months after termination of the service contract. We are not obligated, after termination of the contract, to retain the rendered service.

§ 9 Default, Set-off, Right of Retention

(1) If the client defaults on settlement of the invoice, we are entitled to suspend the contractual obligation to perform engagements and to provide any services until full payment of the due invoice amounts; against payment of the remuneration, we make the services available again concurrently. The performance period, such as the publication time of advertisements or the access time to CV databases, is not thereby extended. Furthermore, in these cases we are free to make advance payment a condition for the rendering of the service in the case of follow-up engagements.

(2) The price is to bear interest during default at the respectively applicable statutory default interest rate. We reserve the right to assert further damage caused by default. The claim to commercial interest on maturity (Section 353 of the German Commercial Code) against merchants remains unaffected.

(3) In the case of an instalment payment agreement, the entire invoice amount falls due without separate reminder if the client is in default of payment of an instalment for more than two weeks.

(4) In commercial dealings, the entitlement to granted discounts and special price agreements becomes ineffective upon the first reminder. The amount shown in the invoice before deduction of the granted discounts and special price agreements falls due.

(5) A set-off by the client with claims existing against us is possible only with such claims as are undisputed, established with final and binding effect or ready for decision.

(6) A right of retention of the client can be asserted only if the counterclaim on which the right to refuse performance is based is undisputed, established with final and binding effect or ready for decision.

§ 10 Failure of the Services

(1) If we or our third-party providers are unable, for serious reasons (e.g. due to force majeure, power failure, failure of electronic data processing), to render the booked services, the obligations are suspended to the extent and for the duration of the impediment, unless gross fault can be proven against us. The failure does not give rise to a right to damages.

§ 11 Notice of Defects

(1) In the case of a commercial transaction on both sides, the client must inspect the service without undue delay after receipt or after the first placement or publication and give notice to us of any defects without undue delay. If the client fails to give notice of defects, the service is deemed approved as free of defects.

(2) The inspection and notice period begins, in the case of obvious defects, at the time of the rendering of the service and, in the case of hidden defects, upon their discovery.

(3) A defect does not exist in the case of industry-customary deviations of the service or the work from the order confirmation. Defect claims of the client against us are excluded in the case of insignificant material defects and otherwise become time-barred 12 months after the rendering of the service to, or delivery to, the client.

§ 12 Warranty, Approval of the Service

(1) Our services are performed professionally and in accordance with the specifications of our clients. Should there nevertheless be cause for complaint on the part of the client, we are entitled to subsequent performance. We are free to render this in the form of remedying the defect or of delivering defect-free goods. The client expressly reserves the right, upon failure of subsequent performance, to reduce the price or, at its option, to withdraw from the contract. In addition, the client has the possibility of demanding damages or reimbursement of its expenses in accordance with the statutory provisions.

(2) Before each activation of a job advertisement or the approval of other services, the contractual partner has the possibility of requesting a proof for correction. The client can correct erroneous proofs in writing. Upon granting of the approval, the service is published or rendered. If the client does not make use of its right to correction or approves the service without written correction, we are not liable for damage arising from the service being erroneous. Excepted from this is intentional or grossly negligent conduct on our part.

(3) At the client’s request, insofar as our third-party providers permit this, we make changes to the job advertisement or other services created by us during the publication period, insofar as this is technically and substantively reasonable for us. Excluded are all changes that concern the identity of the job advertisement, such that, in the event of the change, no longer the original but a new position would be advertised. The changes are made subject to charging of the expenditure-dependent costs and are made by us only after receipt of a corresponding confirmation (in writing or by email) from the client.

§ 13 Other Liability

(1) We are liable for damages – on whatever legal grounds – in the case of intent and gross negligence. Damage caused by computer failures or transmission disruptions in email dispatch or by viruses is not to be classified as gross negligence.

(2) Liability for slight negligence is limited to the breach of a material contractual obligation and limited to compensation for the foreseeable, typically occurring damage, which regularly does not exceed twice the invoice amount of the relevant service, but at most to EUR 100,000.00.

(3) The exclusion and/or limitation of liability does not apply to damage resulting from injury to life, body or health.

(4) The limitations of liability under § 13, paras. 1 and 2 do not apply insofar as we have fraudulently concealed a defect or the client has claims under the Product Liability Act.

(5) We are responsible only for the graphic and technical preparation of web pages and job advertisements in accordance with the respectively applicable HTML standard. The possibly differing display of HTML documents in different browsers is beyond our area of responsibility; consequently, we do not stand for it. In the case of computer software, data transmission and via the internet, errors can occur according to the current state of the art. We can therefore not ensure an absolutely error-free operation. We are therefore not liable for damage based on the fact that, as a result of technical defects, services are not available or not fully available. This applies in particular to possible engagements that may not reach us or are not taken into account. Excepted from this is intentional or grossly negligent conduct on our part.

(6) We are in particular not liable

a. in cases in which the customer makes interventions in the source code of the web pages and job advertisements,

b. for damage arising from the loss or misuse of the client’s user ID or password,

c. for a contact with the job seekers coming about, or for a minimum number or minimum quality of applications, as well as for investments made by the customer in the course of this offer or conclusion of contract, e.g. in reliance on a minimum number of applications,

d. for the correctness of the data published by us according to the instructions of job providers and applicants, as well as for the correctness of the factual statements contained in these data.

(7) The client indemnifies us against justified claims that third parties assert against us on account of impermissible content or other legal violations for which the client is responsible. The indemnification encompasses all reasonable costs incurred by us as a result of an infringement of third-party rights, including the court and attorney costs incurred for the necessary legal defence. A prerequisite for this liability is that the infringement of rights is attributable to culpable conduct of the client.

(8) In its reference generator, Grapevine Frankfurt GmbH provides wording suggestions for employment references, which require examination and, if applicable, adaptation to the individual needs in the specific case. The compilation and use of the text modules is carried out by the third party on its own responsibility and lies within its area of responsibility. Expert advice is not replaced by the text modules provided by us. We assume no liability for the use of the text modules and clauses of the reference generator.

(9) Insofar as our liability is excluded or limited, this also applies to the personal liability of our staff, employees, workers, representatives and vicarious agents.

§ 14 Limitation Period

(1) Claims of the client on account of (material and legal) defects of the service become time-barred within two years from acceptance.

(2) The foregoing limitation period also applies to contractual and non-contractual claims for damages of the contractor based on a defect of the service.

§ 15 Content, Rights, Copyright

(1) The client alone bears responsibility for the content, in particular its correctness and the legal admissibility of the services coming to publication as well as of the text and image materials provided by the client. We are not responsible for the content of web pages and are not obligated to examine or monitor the services for any impairment of third-party rights. This applies in particular with regard to compatibility with the AGG. The client is obligated to indemnify us against third-party claims that may arise against us in any way from the rendering of the service.

(2) Insofar as protected trademark rights are used within the framework of the publication of the services, permission to use them is hereby granted by the client. The client warrants that it is entitled to grant this permission.

(3) Furthermore, the client bears sole responsibility under press law, competition law and otherwise for the content supplied by it and intended for publication. With the placement of the engagement, the client confirms that it has acquired all rights of use required for uploading to the internet from the holders of copyright, ancillary copyright and other rights in the documents and data provided by it, or that it can freely dispose of them.

(4) In the event that the content offered by the client is unlawful or illegal (e.g. racist, glorifying violence, offensive, discriminatory within the meaning of Section 1 AGG) or where there is a suspicion thereof justified by objective indications, we reserve the right to block access to this content without undue delay. Insofar as a limitation of the block to the affected content is not possible or not reasonable for us, we may block the client’s entire offering. The entitlement to block does not exist if the client proves that its content is lawful or that it holds the rights required for its publication.

(5) In the case of the provision of host computer storage capacity for storing website information, the client grants us a simple right, limited in time to the duration of the contract, to store protected and unprotected content for the purposes of this contract on the server and to make a sufficient number of backup copies. This also includes our right to make the protected content accessible to the public via the network maintained by us and the internet connected thereto in such a way that members of the public have access to the content from a place and at a time individually chosen by them. Insofar as, after termination of this contract, protected content is held in cache memories by third parties, this storage is no longer attributed to Grapevine Frankfurt GmbH.

(6) With the payment of the remuneration by the client, no assignment or grant of a use authorisation of copyrights and/or other ancillary copyrights to the client is associated, in particular not to the HTML layouts, graphic drafts or final artwork. Insofar as the job advertisements or other services published by us were created by the client itself (including the HTML source code), the copyrights accrue to it, but the client grants us the sole right of use. In particular, we are entitled to ward off, in our own name, unlawful interference with the copyright by third parties within the framework of publication, or to assert claims for damages resulting therefrom.

(8) If no specific scope and period of use is agreed, we grant the client, depending on the type of works prepared, a simple right of use in the following manner:

For illustrations and photographs

The one-time publication/uses in the manner and medium provided for at the time of placement of the engagement, for an unlimited period of time.

For texts

The one-time publication/use in the manner and medium provided for at the time of placement of the engagement, for an unlimited period of time.

Layout Grid

The unlimited reproduction and passing on to service providers for the purpose of adapting advertising materials for the end customer provided for in the engagement; furthermore, the supplementation, but not modification, of the delivered layout grids, but not the use for adapting layout grids for end customers other than the one provided for in the engagement.

For all other forms of works

The one-time use in accordance with the purpose of use specified in the engagement; if a purpose of use is not apparent from the engagement, any use requires approval by us.

(9) Lithography: If we create lithographs for printing purposes, these become the property of the client only after full payment and can be used by it for reproduction within the framework of the granted rights of use. Electronic lithographs for printing in the CTP process (computer to plate) are provided to the client exclusively as a print-ready PDF file on CD-ROM or DVD. A transfer of open files is not owed. These remain our property even upon full payment.

(10) This contract does not include any transfer of ownership or use rights, licences or other rights in the software used to the client. All rights in the software used, in identifiers, titles, trademark, copyright and other industrial property rights remain unrestrictedly with us.

§ 16 Retention of Title

(1) We are not obligated to surrender to the client works (open files) created on the computer. If the client desires the surrender of open files, this is to be agreed and remunerated separately. If we have provided the client with open files, these may be changed, used and reproduced only with our prior consent. The copyrights to these open files (raw data) remain with us.

(2) Until full satisfaction of our present and future claims against the client, the delivery item remains our material and intellectual property, in which we hold the exclusive rights of use.

§ 17 Involvement of Third Parties

(1) Even without the express consent of the client, we are entitled to commission qualified third parties for the execution of all transactions. In these cases, the careful selection of the assistants and the guarantee of professional suitability are incumbent upon us.

(2) The contract is concluded in these cases too exclusively between us and the client.

(3) When engaging third parties, we ensure that they undertake confidentiality pursuant to § 18.

§ 18 Non-Disclosure

(1) The contracting parties undertake to treat confidentially all information and data that they receive from the contractual partner in connection with the performance of this contract and not to make them accessible to third parties, insofar and as long as this information is not, or has not become, generally accessible, has not been communicated to the recipient by a third party entitled thereto without an obligation of confidential treatment, or was not already demonstrably known to the contractual partner prior to the date of receipt. This also includes information on prices and conditions. Not deemed third parties are the enterprises affiliated with the respective partner within the meaning of Section 15 of the German Stock Corporation Act, as well as persons and enterprises commissioned by the partner for the purpose of contract performance, insofar as they have been or are obligated to confidentiality in the same manner.

(2) The obligation extends beyond the termination of the contract.

(3) If one of the contractual partners becomes aware that information requiring confidentiality has come into the possession of a third party or that a document to be kept confidential has been lost, it will inform the other contractual partner thereof without undue delay.

§ 19 Final Provisions

(1) The place of performance is Wiesbaden.

(2) If the client is a merchant within the meaning of the German Commercial Code, a legal person under public law or a special fund under public law, or if it has no general place of jurisdiction in the Federal Republic of Germany, the Local Court of Frankfurt am Main or the Regional Court of Frankfurt am Main is the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship. The same applies if the client is an entrepreneur within the meaning of Section 14 of the German Civil Code. However, we are in all cases entitled to bring our claims against the client also at the general place of jurisdiction of the client.

(3) These GTC and all relationships between us and the client are subject exclusively to the law of the Federal Republic of Germany, to the exclusion of all international and supranational (treaty) legal systems, in particular the UN Convention on Contracts for the International Sale of Goods.

(4) The contract language is German.