General
Terms and Conditions
Scope and Terms
(1) These
general terms and conditions apply to all contracts between
HR-Meter and the respective customer.
(2) These
general terms and conditions apply exclusively. We do not
recognize any contradictory or deviating terms and
conditions of our customer. Exceptions can be made if we
expressly agree to contractual changes in written form (e.g.
with a letter, fax, or e-mail).
Finalization of Contract
(1)
After placing an order, the customer will receive an
e-mail confirming the receipt, as well as the content of the
order. This e-mail is solely for information purposes and
does not constitute a contract.
(2) The
contract between HR-Meter and the customer is binding
once we confirm the order in written form, specifically with
an e-mail, within three days after receipt of the order. The
confirmation leading to the finalization of the contract can
be sent in conjunction with the information referred to in
paragraph 1.
(3)
Once we fulfill an order, the acceptance of the order
is tacitly implied without the written confirmation referred
to in paragraph 2.
Subject Matter
(1) Through
the use of our internet platforms, we provide our customers
with services for automated employee surveys and candidate
screening, specifically software tools which can be edited
and configured such as the online questionnaire HR-Meter.
The customer is contractually entitled to the services and
the use of the software tools. The use of the services and
tools does not guarantee a specific outcome.
(2) The
manner and scope of services provided by HR-Meter and
the payment due from the customer are determined by the
customer’s order and our confirmation of such.
Specifically these are:-the profile
desired by the customer, -the
questions desired by the customer,
-the scope of user rights for the software tools desired by
the customer, -simple or multiple
user possibilities, -start date of
use, -number of maximum surveys,
-end date of use,
-the timetable for the transmission of
the data and the results to the customer,
-the payment due from the customer
(3)The provided services and software
tools are for the exclusive use of the customer.
The customer is prohibited from
transferring the user rights to third parties or from acting
on behalf of a third party.
Online Questionnaire
(1) We provide
the customer, in accordance with the contractual service
description, with an online questionnaire on our internet
platform. The customer is authorized to establish a link
between his website, or in his e-mails, and the online
questionnaire.
(2) The online questionnaire will be
edited and configured in accordance with the customer’s
instructions. Specifically, the customer chooses the content
of the questionnaire, as well as the desired profile and
questions. The customer should be aware that the quality of
the results is dependent on the type of his chosen questions
and the ability to evaluate these. Open-ended questions are
less suited than either-or questions, multiple choice, or
quantitative responses. As a result,
HR-Meter cannot
guarantee the quality of the evaluation and the results.
(3) Access to the online questionnaire
will be provided at the time agreed to, in writing, with the
customer. If a time period is not specified, access will be
provided within three days after the customer inputs the
contents of the online questionnaire. We cannot be held
accountable for delays caused by the customer’s inputs,
regardless if they result from content or technical
difficulties. Access will be provided within the timeframe
specified in writing and agreed to by the customer.
(4) In mutual
commercial transactions, the customer is responsible for
testing the online questionnaire immediately after access
has been provided and to report any possible defects without
delay. According to such commercial transactions, obvious
defects have to be reported once access to the online
questionnaire is provided and hidden defects upon their
discovery. If the customer does not observe this
notification period, it is assumed that the online
questionnaire has been approved as is.
(5) The
customer is solely responsible for the contents which are to
be published in the online questionnaire, specifically for
their correctness and legality. We are not obligated to
examine the contents, which are to be published in the
online questionnaire, for any violations of law or
ordinances, infringement of third party rights, or offences
against public morals (“prohibited contents”). With his
initial request, the customer indemnifies us against any
liability for all third party claims resulting from
prohibited contents or other violations of the law. The
indemnity encompasses possible legal costs resulting from
prosecution.
(6) We reserve
the right to refuse a customer’s order, or to subsequently
remove contents already published in the online
questionnaire if these are deemed to be prohibited. The
customer will immediately be notified should this occur. The
customer is, nonetheless, liable for full payment.
Reimbursement is not warranted by these circumstances.
Intellectual Property
(1)
The customer is purchasing merely a user right, for a
specified duration and scope, to the software tools of
HR-Meter. Therefore, the customer does not acquire any
ownership, copyrights, licenses, or other intellectual
property rights pertaining to the software tools, through
this contract. All rights to the utilized software tools,
identifying features, titles, trademarks, copyrights and
other commercial rights belonging to HR-Meter remain
exclusively in our possession.
(2) We
retain the exclusive copyright and/or other proprietary
rights for all online questionnaires prepared and made
available by us even if the customer has chosen the
contents, profiles or questions. The customer does not
acquire any copyright and/or other proprietary rights upon
making payment.
Fees and Payment
(1) Unless
otherwise specified in a written agreement between the
customer and ourselves, the prices
can be determined by accessing our pricelist as published in
the internet under HYPERLINK
http://www.hr-meter.com.
The pricelist published in the internet at the time we
receive the order from the customer is binding. Our prices
are shown exclusive of the respective sales tax.
(2) The
customer will receive an e-mail with the invoice in PDF
format. Upon request, the customer will receive a hardcopy
of the invoice per mail.
(3) Payment
can be made exclusively with MasterCard, Visa or American
Express.
(4) The
customer is entitled to a setoff if his counterclaim is
legally binding or indisputable. The customer is entitled to
a retaining lien only if his counterclaim is based on the
mutual contractual relationship.
Handling of Data
(1) By
placing an order, the customer agrees that data collected
for the processing and completion of his order can be
processed and used by HR-Meter.
(2) HR-Meter will adhere to the privacy policy (link), as well
as to relevant legal requirements for the protection and
security of data when collecting, processing and utilizing
data collected through its internet platform software tools.
(3) Data
from job applicants and survey participants collected and
processed by HR-Meter through its software tools will be
transmitted to the customer at the end of the utilization
period along with the evaluation results. After
transmission, the customer is solely responsible for the
storage of data in his domain. Personal data will be deleted
by HR-Meter one month after transmission to the
customer.
(4) The
customer ensures that after transmission of the data all
legal requirements for the protection and security of data
in his domain are met.
Confidentiality
(1) The
parties to this contract agree to handle all information and
data acquired from the other party in conjunction with the
preparation of and compliance with this contract with the
utmost confidentiality, and to prevent access by third
parties, as long as and to the extent that this information
a)
is not widely available, b) is
not made available by a third party not bound by the
confidentiality agreement, c) was
already known to the contractual party before receiving the
information.
(2) The
confidentiality agreement does not end with the termination
of the contract. Affiliated
enterprises, as well as person or enterprises entrusted to
fulfill the terms of the contract by the respective
contractual parties, do not function as third parties as
long as they are or will be obligated to adhere to the
confidentiality agreement.
Guarantee of Availability
(1) We
provide the customer with access to our services and
software tools on our internet platform. We solely guarantee
the best possible availability of the data based on the
customary technical standard. The customer should be aware
that the current technical standard does not guarantee that
software will always be free of all errors, and that our
data may, through no fault of our own, not always be
available. Specifically, we do not accept liability if our
data, i.e., our services or software tools, are not
available, through no fault of our own, -in case unsuitable
graphics software and/or hardware (e.g., browser) is
utilized or, -in case of
interruptions in the communication network of other
providers or, -in case of
interruptions at the web hosting provider, internet provider
or online services or, -in case of
incomplete and/or not updated offers on so-called proxy
servers (intermediary servers) of commercial and private
provider and online services or,
-in case of electrical outage or,
-in case of a force majeure.
(2) In
cases described in paragraph 1, the customer is entitled to
extend the period of accessibility to the software tools for
the length of time of the interruption.
(3) The
customer is entitled to an error free accessibility if we
are responsible for the defective access to our software
tools. If we are unwilling or unable to provide access
within a reasonable timeframe, or the software has other
defects for which we are at fault, the customer is entitled
to withdraw from the contract or to a reduction of the
payment due.
Liability
(1)
HR-Meter, as well as our
representatives and assistants, is not liable for damages
resulting specifically through delay, non-performance,
faulty performance or unauthorized actions, unless these are
in violation of the principal obligations which the customer
is entitled to have fulfilled. Exemption from liability does
not apply in cases of wrongful intent and gross negligence,
or in cases of liability for explicitly guaranteed
characteristics.
(2) To
the extent that principal obligations are violated through
negligence in the aforesaid sense, liability is limited to
the usual contractual damages.
(3) In
all cases involving business people, liability for gross and
ordinary negligence, even if intentional, of agents who are
not legal representatives or executive-level employees, is
limited to the usual and customary damages which in such
cases are typically foreseeable and not controllable by the
customer.
(4) We
are liable for compliance with product liability codes.
(5)
When we make online questionnaires
available, we are not guaranteeing a minimum number of
participants, nor are we liable for any investments made by
the customer in the course of finalizing the contract, e.g.,
in the belief that there will be a minimum number of
participants. Unless explicitly specified, any liability
toward the customer, and toward third parties in regard to
potential contractual liability, is completed and
fundamentally precluded.
(6) There
are no changes in the burden of proof to the detriment of
the customer connected with the aforementioned regulations.
Links to Third Party Sites
Our internet platforms provide links
to third party internet sites. We are not responsible in any
way for the privacy policies, security of data, or content
of these external internet sites. The authors of these
linked sites are solely liable for any illegal, erroneous or
incomplete contents, especially for any damages resulting
through the use of linked information.
Miscellaneous
(1) All
legal relationships between the contractual parties are
subject to the laws of the Federal Republic of Germany, with
exclusion of the United Nations Convention on Contracts for
the International Sale of Goods (CISG).
(2) Place
of performance of services is Munich, Germany.
(3)
If the customer is a business person, juristic person
under public law or a public fund, or does not have a
general place of jurisdiction in the Federal Republic of
Germany, then all disputes arising from the contractual
relationship shall exclusively fall under the jurisdiction
of the courts located in Munich, Germany.
(4) A
customer without a residence, corporate domicile or branch
office in Germany is obligated to name a resident agent as
his representative.
(5) Additional
agreements, as well as amendments and addenda to the
contract, have to be in writing to be binding. This includes
the reversal of this stipulation.
(6) HR-Meter reserves the right to make changes to these terms
and conditions at any time. The revised terms and conditions
are binding for all contractual relationships entered into
after the changes were made. HR-Meter also reserves the
right to make changes to the terms and conditions governing
current contractual relationships. In this case, the
customer can reject the changes by stating so in writing
within two weeks after receipt of the new terms and
conditions. In case of a rejection, HR-Meter can cancel
the contract, in writing, within two weeks after receipt of
the rejection.
(7) Should
any terms of this contract be found to be invalid or to
contain omissions, the validity of the remaining terms shall
not be affected. The contractual parties are obligated to
substitute a term which most closely reflects the intent of
the invalid term, or corrects the omission.
