§ 1 Scope of application
1.1
umaris GmbH & Co KG, based in Eckernförde, registered in the Commercial Register of the Local Court of Kiel under the number HRA 11659 (hereinafter "umaris") offers services for entrepreneurs (hereinafter: "clients") in connection with recruitment under www.umaris.de and under other domains operated by umaris. In particular, the services of umaris aim to further develop a company of the client, to promote its expansion and/or to maintain and/or increase its quality standards. These General Terms and Conditions shall apply to all contracts in the field of media services between umaris and its respective client, provided that the client is an entrepreneur (§ 14 German Civil Code), a legal entity under public law or a special fund under public law.
1.2
These General Terms and Conditions shall apply exclusively and in the version valid at the time of the conclusion of the contract. General terms and conditions of the customer that contradict and/or deviate from these General Terms and Conditions shall not be recognised by umaris, unless umaris has expressly agreed to their validity in writing.
§ 2 Subject matter of the contract
2.1
umaris places advertisements for its clients and carries out other advertising measures in connection with recruitment. This includes in particular, but not exclusively
- Creation and/or placement of job adverts and banners of a client in nationwide print, online and social media of so-called third-party providers;
- Deletion of negative entries (reputations)
2.2
umaris has no influence on a proper keywording, categorisation, rubrication or placement of the job advertisement or other service in the context of publication in print and/or online media, which is exclusively the responsibility of the respective third party provider and thus does not constitute a contractual obligation of umaris. Therefore, the customer has no claim against umaris for a proper keywording, categorisation, rubrication or placement of the job advertisement or other service in the context of publication in print and/or online media.
§ 3 Conclusion of contract
3.1
umaris shall send a written offer to the client. The contract shall be concluded upon written acceptance of umaris' offer by the client. By sending the acceptance, the client recognises the General Terms and Conditions of umaris without restriction. The written form of the offer and the acceptance shall be met by fax, e-mail or letter.
3.2
When filling in and sending the order form on the homepage www.umaris.de, the offer shall only be deemed to be the written order confirmation of umaris; in this case, the contract shall be concluded by written acceptance of the offer of umaris by the customer. The written form of acceptance shall be met by fax, e-mail or letter.
§ 4 Duration of contract
4.1
The duration of the contract shall be determined by the publication period of the job adverts in online and print media agreed in writing with the client. At the end of the contract period, the contractual relationship ends automatically without the need for cancellation.
4.2
Ordinary cancellation is excluded during the term of the contract. Termination without notice for good cause remains unaffected. An important reason for termination exists for umaris in particular, but not exclusively, in the following cases:
- Application for the opening of insolvency proceedings or opening of insolvency proceedings against the assets of the client or refusal to open insolvency proceedings against the assets of the client due to lack of assets;
- enforcement measures against the client's assets;
- culpable and/or repeated default of the customer in the settlement of due remuneration claims of umaris;
- payment arrears of the client lasting more than one month;
- Transmission of data for job advertisement publication by the client that violates legal provisions and/or rights of third parties; unless the client is not aware of the legal violation and has not grossly negligently failed to recognise it;
- breach of the client's obligations under § 5 below, unless the client is not responsible for the breach or proves that the breach was only due to simple negligence;
- repeated serious and/or repeated culpable breach by the client of one of the obligations set out in § 5 below.
§ 5 Obligations of the client
5.1
The customer is obliged to provide correct and complete contact data (in particular, but not exclusively: address, telephone number, e-mail address, company name, contact person) in case of a registration on www.umaris.de or on another domain/internet site operated by umaris. By registering, the customer guarantees that the information provided to umaris in the course of his registration or other interactions is correct and complete and that he does not provide false or insufficient information about his identity and/or the third person he represents. If the customer uses incorrect contact information, in particular incorrect names, e-mail addresses, postal addresses, bank account and credit card details or other incorrect information in the course of registration on www.umaris.de or another domain/internet site operated by umaris, he shall be fully liable for this and shall indemnify umaris against any damages incurred as a result.
If the information requested during the registration process changes at a later point in time during the contractual relationship, the customer is obliged to inform umaris immediately and to transmit the changed contact data to umaris without delay.
The customer is obliged to carefully store his access data (user name, password) received during the registration on www.umaris.de or another domain/internet site operated by umaris. The client is not authorised to pass on or transfer these access data to external third parties. If the customer is responsible for the use of his access data by an external third party, he shall indemnify umaris from any damage caused by the unauthorised use of the access data.
5.2
The customer shall be obliged to submit the job advertisement intended for publication to umaris in digital form in full and at the latest four working days before the intended publication date. If the design and draft of the job advertisement is to be taken over by umaris for the client, the client is obliged to send umaris the job advertisement data completely and in digital form at the latest four working days before the intended publication date of the job advertisement. The client shall be solely responsible for the correctness of the content and/or legal admissibility of the job advertisement and/or the job advertisement data, including video, image and/or text elements, submitted to umaris by the client.
5.3
umaris is entitled not to execute orders placed by the client due to their content, form and/or technical design and/or to remove already published content, if the publication of the job advertisement submitted by the client is unreasonable for umaris. This applies in particular, but not exclusively, if the content of the order placed by the client violates legal and/or official regulations and/or offends common decency and/or is abusive and/or the publication is excluded for other legal reasons. The customer's obligation to pay shall remain unaffected by this, unless the customer is not responsible for the unreasonableness or is only slightly negligent. umaris must take into account saved expenses and income from other use of the labour. §§ Sections 645, 628 and 326 para. 2 BGB remain unaffected.
umaris shall only be obliged to remove such contents transmitted by the customer within the framework of the legal provisions, upon instruction of the customer and/or upon justified request of the third party provider. umaris shall be authorised to charge the customer a lump sum of 90.00 € plus statutory VAT for a removal for which umaris and/or the third party provider are not responsible, separately and in addition to the contractually agreed or legally owed remuneration. If and to the extent that umaris is held liable for unauthorised content and/or other violations of the law for which the customer is responsible, the customer is obliged to indemnify umaris from such claims; this also includes the costs of legal prosecution.
5.4
The customer guarantees that all information and contents transmitted to umaris are free of third-party rights and legally admissible. umaris is not obliged to check the transmitted job advertisement and/or the transmitted job advertisement data, including the video, image and/or text elements and/or other transmitted information for correctness of content, legal admissibility and/or possible violation of third-party rights. The client further guarantees that the job advertisements, job advertisement data including video, image and/or text elements and/or other information transmitted to umaris comply with the provisions of the General Equal Treatment Act. Furthermore, the client assures to comply with all provisions of data protection and privacy law.
5.5
The rights of the customer arising from the contractual relationship with umaris are non-transferable and non-assignable. § Section 354a HGB remains unaffected. Assumption of the contract by a third party requires the prior written consent of umaris.
5.6
The client is obliged to provide umaris with error-free job advertisements and/or other data in connection with the creation and/or publication of the job advertisements. If the customer releases the job advertisement and/or other services without using his correction option according to § 9.1 of these General Terms and Conditions or if the customer releases the job advertisement and/or other services without providing umaris with the written corrections, umaris shall not be liable for faulty job advertisements and/or other services with the exception of intentional or grossly negligent behaviour.
§ 6 Copyrights
6.1
No rights of ownership or use, licences and/or other rights to the software used by umaris shall be transferred to the client by this contract. All rights to the software used by umaris shall remain with umaris without restriction; this shall also apply to all signs, titles, trademarks and copyrights as well as other commercial rights of umaris.
6.2
All job advertisements and other services created by umaris are subject to the copyright of umaris. Excluded from this are those job advertisements and other services created by the client and/or a third party and adopted unchanged by umaris for publication in online and/or print media; also excluded from this are copyrights, protected works, trademarks, labelling and similar industrial property rights of the client.
6.3
The client shall bear the sole responsibility under press, competition and other law for the job advertisement(s), job advertisement data including video, image and/or text elements as well as other information transmitted to umaris. With the conclusion of the contract, the customer confirms that he holds all necessary rights of use to the job advertisement(s), job advertisement data including video, image and/or text elements as well as other information and content transmitted by him to umaris and intended for publication in online and print media, or that he is the owner of the copyright, ancillary copyright and other intellectual property rights. is the owner of the copyrights, ancillary copyrights and/or other rights and/or has acquired them and/or may freely dispose of them. umaris shall be granted the right to use the video, image and/or text elements as well as other information and contents of the customer free of charge for its own marketing purposes, provided that there are no compelling legal reasons to the contrary. If and insofar as umaris is held liable due to unauthorised contents and/or copyright infringements and/or other violations of the law, the customer is obliged to indemnify umaris from such claims; this also includes the costs of legal prosecution. This shall not apply if the customer is not responsible for the unauthorised content and/or copyright infringement and/or other violations of the law, unless the law also provides for strict liability in such a case or umaris is held liable by the third party provider and/or another third party regardless of fault.
§ 7 Publication of job adverts
7.1
The job adverts shall be published in print and/or online media on the date agreed in writing with the client. If no date for publication of the job advertisement has been agreed, the job advertisement shall be published immediately after conclusion of the contract and approval by the client (in accordance with § 9 of the GTC).
7.2
The client is obliged to submit the job advertisements and/or job advertisement data intended for publication to umaris in full and at the latest four working days before the intended publication date (see § 5.2 of the GTC). umaris assumes no liability for delays in the publication of the job advertisement due to incomplete job advertisement data and/or job advertisements of the client that are transmitted late or are objectionable in terms of content and/or law (see also § 10 of these GTC).
§ 8 Remuneration of services; payment modalities
8.1
The remuneration of umaris shall be based exclusively on the contractual agreements, whereby the remuneration stated in the offer or acceptance of umaris shall be decisive. If no remuneration agreement has been made or if such an agreement is void or ineffective, the remuneration shall alternatively be based on the statutory provisions.
8.2
The remuneration shall be due for payment without deduction within 7 days from the date of invoice (or a deviating written agreement between umaris and the customer). Upon expiry of the aforementioned payment period, the customer shall be in default without the need for a separate reminder by umaris. After the due date, default interest in the amount of 9 percentage points above the respective base interest rate p.a. shall be charged. The assertion of further damages caused by default remains unaffected. The customer shall only be entitled to set-off if his counterclaims are undisputed or have been recognised by declaratory judgement. The client shall only be entitled to assert rights of retention on the basis of counterclaims arising from the same contractual relationship.
8.3
If the customer is in arrears with the payment of a due remuneration, umaris shall be entitled to suspend all services until full payment of the due invoice.
§ 9 Release, notice of defects, notice period
9.1
Prior to the publication date of the job advertisement and/or other service, the customer may request a proof of the job advertisement and/or other service from umaris. Should such a proof contain errors, the client shall correct them in writing and send these written corrections to umaris immediately. If the client releases the job advertisement and/or other services (whereby the release can also be made online on the online platform provided by umaris) without making use of its correction option or if the client releases the job advertisement and/or other services without sending the written corrections to umaris, umaris shall not be liable for incorrect job advertisements and/or other services with the exception of intentional and grossly negligent behaviour.
9.2
The customer is obliged to check the services of umaris for obvious defects after publication of the job advertisement or other service and to report these within 24 hours. In case of obvious defects, the time limit for the notification of defects shall commence at the time of service provision by umaris. If the defect only becomes apparent at a later point in time, the notification period begins at this point in time. After expiry of this period, the customer may not assert any warranty claims against umaris.
§ 10 Exclusion of liability; limitation period
10.1
Prerequisite for any warranty rights of the client is, as far as legally permissible, the proper fulfilment of all inspection and complaint obligations owed according to § 9 above.
10.2
Claims for defects of the customer are neither given in case of only insignificant deviation from the agreed quality of the service nor in case of only insignificant impairment of the usability of the service rendered by umaris.
10.3
In case of intent or gross negligence by umaris or by representatives or vicarious agents of umaris, umaris shall be liable according to the statutory provisions; the same shall apply in case of culpable violation of essential contractual obligations. As far as there is no intentional breach of contract, umaris' liability for damages shall be limited to the foreseeable, typically occurring damage.
10.4
Unless expressly regulated otherwise above, umaris' liability is excluded. In particular, but not conclusively, umaris assumes no liability for
- the realisation of contacts with suitable applicants based on the published job advertisement(s) and/or other services;
- the correctness and/or legal admissibility of the job advertisement(s) and/or the job advertisement data including video, image and/or text elements and/or other information sent to umaris by the client;
- claims of third parties due to unauthorised content, information, video, image and/or text elements or other violations of legal provisions for which the client is responsible;
- Incorrect, incomplete and/or illegal contents on Internet pages linked to www.umaris.de or another domain/Internet page operated by umaris, unless umaris knew or should have known about the aforementioned contents and/or their illegality/illegality;
- impediments to performance and defects for which third parties, in particular operators of websites on which the job advertisements and/or other services are published, are responsible;
- impediments to performance in the form of force majeure, war, natural disasters, traffic and operational disruptions, official measures and labour disputes.
10.5
All warranty claims of the client shall become time-barred within one year from the end of the year in which the claim arose and the client was aware of the circumstances giving rise to the claim or should have been aware of them without gross negligence. The same applies to other claims of the client arising from or in connection with the contract.
§ 11 Confidentiality; data protection
11.1
The parties are obliged to treat all information and data that they receive from the other party within the framework of the contractual relationship as confidential and not to pass it on to third parties. This does not apply to information that is or has become generally accessible or was already demonstrably known at the time the contract was concluded. Companies that are affiliated with a party within the meaning of §§ 15 ff. AktG (German Stock Corporation Act) are not third parties within the meaning of sentence 1 above; the same applies to persons and companies who have been commissioned by a party to fulfil the contract and who are (or have been) obliged to maintain confidentiality in the same way. This confidentiality obligation shall continue for one year after termination of the contractual relationship.
11.2
The customer is hereby informed in accordance with the Federal Data Protection Act and the General Data Protection Regulation that umaris stores its personal data in machine-readable form and processes it automatically for contractual purposes.
11.3
The website www.umaris.de contains links to other websites. umaris assumes no responsibility for the data protection practices and/or the content of these websites. umaris assumes no liability for illegal, incomplete and/or incorrect contents as well as for damages resulting from the use of the linked websites, unless umaris is responsible for the aforementioned contents at least due to gross negligence, for which the customer shall bear the burden of proof. If the services of umaris published on the internet pages of umaris or on another domain/internet page operated by umaris or on the internet pages of third parties are copied, linked and/or disguised and published as own offer with the help of so-called frames ("additional publication"), umaris shall endeavour to prevent such additional publication. umaris shall not assume any liability for such additional publication, unless umaris is responsible for the additional publication at least due to gross negligence, for which the customer shall bear the burden of proof.
§ 12 Other provisions
12.1
Amendments and additions to the contract must be made in writing in order to be effective, unless a stricter form is required. This also applies to the amendment of this written form requirement itself.
12.2
The contract shall be governed by the law of the Federal Republic of Germany to the exclusion of the conflict of laws provisions and the UN Convention on Contracts for the International Sale of Goods. The place of fulfilment is Kiel.
12.3
If the customer is a merchant, a legal entity under public law or a special fund under public law or has no general place of jurisdiction in the Federal Republic of Germany, the exclusive place of jurisdiction for all disputes arising from or in connection with this contract, including the validity of the contract, shall be the registered office of umaris in Eckernförde, as far as legally permissible.
12.4
Should any provision of the contract including the general terms and conditions be or become invalid or unenforceable or should the contract contain a loophole, this shall not affect the validity and/or performance of the remainder of the contract. The parties are obliged to replace an invalid and/or unenforceable provision with a valid and/or enforceable provision and/or to agree to the inclusion of a gap-filling provision that comes closest to the economic purpose of the invalid, unenforceable and/or missing provision.
umaris GmbH & Co.KG
Status: April 2024