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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.
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