General Terms and Conditions

AGB - How we work together.

1. general provisions, scope of application

1.1 For all business relationships between the company

KÖNIGSTEINER digital GmbH

(hereinafter referred to as "KÖNIGSTEINER")

and their respective contractual partners (hereinafter referred to as the "Client"), these General Terms and Conditions (GTC) shall apply exclusively. Above all, these GTC shall form part of all declarations of intent - in particular offers, acceptances, order confirmations - and all services provided by KÖNIGSTEINER, as well as part of all contractual relationships that KÖNIGSTEINER enters into with the customer. These GTC shall only apply if the customer is an entrepreneur (within the meaning of Section 14 BGB), a legal entity under public law or a special fund under public law.

1.2 These GTC shall also apply in their respective version to all future business relationships between KÖNIGSTEINER and the client, even if no express reference is made to the validity of these GTC by KÖNIGSTEINER.

1.3 KÖNIGSTEINER shall not recognize any terms and conditions of the customer or a third party that conflict with or deviate from KÖNIGSTEINER's GTC unless KÖNIGSTEINER has expressly agreed to their validity in writing. These GTC of KÖNIGSTEINER shall also apply exclusively if KÖNIGSTEINER accepts the customer's order without reservation and/or performs the service to the customer without reservation in the knowledge that the customer's terms and conditions conflict with or deviate from KÖNIGSTEINER's GTC. Even if KÖNIGSTEINER refers to a letter (also in electronic form, text form, by e-mail, fax or otherwise by remote data transmission) from the customer - in particular an offer or an inquiry - which contains or refers to general terms and conditions of the customer or a third party, this shall not constitute any agreement by KÖNIGSTEINER to the validity of those terms and conditions which conflict with or deviate from these GTC of KÖNIGSTEINER; they shall not become part of the contract concluded with KÖNIGSTEINER either through acceptance of the order by KÖNIGSTEINER or through any other - even implied - action by KÖNIGSTEINER.

1.4 Agreements or collateral agreements that deviate from these GTC shall only be effective if they have been confirmed in writing by KÖNIGSTEINER.

2. subject matter of the contract

KÖNIGSTEINER arranges advertising for its clients as part of and in connection with recruitment. Depending on the specific contract with the client, this includes, among other things, the individual design, creation and placement of job advertisements, programmatic advertising, company presentations and company events, special presentations such as advertising banners, logo and text links, as well as online databases and Web 2.0 applications for publication with third-party providers; on request, KÖNIGSTEINER also arranges advertising in means of transport and radio spots with third-party providers. In particular, KÖNIGSTEINER offers its clients the creation and/or presentation of advertisements or banners for placement on third-party publication platforms (print or online placements), as well as the option of using image and personnel-related services (e.g. training offers, special campaigns, the production and publication of company videos) and personnel consulting services in accordance with a separate agreement with KÖNIGSTEINER's third-party providers.

The subject matter of the contract is the provision by KÖNIGSTEINER of the service contractually agreed with the client, whereby KÖNIGSTEINER may also make use of third parties (in particular freelancers, subcontractors) for this purpose.

3. offer, conclusion of contract, third-party providers, inclusion of terms and conditions of third-party providers

3.1 All offers and cost estimates from KÖNIGSTEINER are subject to change and non-binding, unless they are expressly designated as binding.

3.2 A contract with the client shall only be concluded when KÖNIGSTEINER has accepted the client's applications, orders or purchase orders received by KÖNIGSTEINER, whereby acceptance may be in writing, electronic form, text form, by e-mail, fax or otherwise by remote data transmission; it shall be concluded at the latest when KÖNIGSTEINER provides the service.

3.3 The client is expressly advised that if the subject matter of the contract is a publication or a tender - whether in the form of print, online or digital - the publication or tender on the publication or tender platform(s) of third-party providers is not within KÖNIGSTEINER's sphere of influence; in particular, KÖNIGSTEINER has no influence on placement, indexing and categorization. The client shall have no corresponding claim against KÖNIGSTEINER. The third-party provider is not a vicarious agent of KÖNIGSTEINER.

Each publication or tendering platform of a third-party provider has its own General Terms and Conditions, the clauses of which, insofar as they relate to the content of the publication or tender to be made, shall be included in these GTC of KÖNIGSTEINER.

If the content of a publication or tender of KÖNIGSTEINER's client does not meet the conditions/requirements/criteria for publication or tender on the publication or tender platform(s) requested by KÖNIGSTEINER's client, the publication or tender may be rejected/refused by the respective publication or tender platform. KÖNIGSTEINER shall have no influence on the possible rejection/refusal of the publication or tender. In such a case of rejection/refusal by the publication or tendering platform, KÖNIGSTEINER shall be released from its obligation to perform with regard to the publication or tender on the respective rejecting/refusing publication or tendering platform. KÖNIGSTEINER shall be entitled to propose to the client publication or tendering on another, comparable publication or tendering platform. If the client agrees to KÖNIGSTEINER's proposal, the publication or tender shall be carried out there, whereby section 3 (3) of these GTC shall also apply to this publication or tender platform. If the client does not agree with KÖNIGSTEINER's proposal, KÖNIGSTEINER's claim to remuneration shall be reduced by the publication or tender costs included in the contract between the client and KÖNIGSTEINER in respect of the publication or tender platform which rejected the publication or tender, if KÖNIGSTEINER is not at fault for the rejection/refusal of the publication or tender by the respective publication or tender platform. KÖNIGSTEINER's remaining claim to remuneration shall remain unaffected.

4. no protection against competition, cooperation of the customer, granting of rights of use by the customer, indemnification of KÖNIGSTEINER by the customer

4.1 KÖNIGSTEINER shall not grant the client any protection from competition and shall be entitled to enter into contracts with any competitors of the client at the same time.

4.2 If the content of a publication or invitation to tender or an amended publication or invitation to tender violates a statutory or official prohibition or offends common decency, KÖNIGSTEINER shall be released from its obligation to provide the service.

4.3 The client shall be obliged to provide KÖNIGSTEINER in good time with all documents, data, programs, brands, fonts, materials, logos, photos, trademarks, templates, texts and information required for KÖNIGSTEINER to provide the service.

4.4 By concluding the contract, the client declares to KÖNIGSTEINER that it holds all rights, in particular all rights of use to all fonts, logos, photos, trademarks, brands, data, templates, texts and other documents that it makes available to KÖNIGSTEINER, and assures KÖNIGSTEINER that it is not infringing any third-party rights.

4.5 The customer shall expressly and irrevocably indemnify KÖNIGSTEINER on first demand against all possible rights and/or claims of third parties if rights and/or claims are asserted against KÖNIGSTEINER by third parties in connection with fonts, logos, photos, trademarks, brands, data, programs, templates, texts and other documents made available to KÖNIGSTEINER by the customer. The indemnification shall relate to all damages and expenses, including the necessary legal costs, incurred by KÖNIGSTEINER in this connection. The customer shall be obliged to inform KÖNIGSTEINER immediately as soon as the customer becomes aware of any claims by third parties against it due to alleged or actual infringement of rights.

5. ownership, copyrights, granting of rights of use to the customer

5.1 KÖNIGSTEINER reserves all property rights, copyrights and other industrial property rights and all rights of use to all drafts, templates, texts, layouts, work results, trademarks, brands, data or other documents created by KÖNIGSTEINER, as well as to any software used. The client shall have no right of retention or right to refuse performance in this respect.

5.2 Once the remuneration owed has been paid in full, KÖNIGSTEINER shall grant the client a non-exclusive right to use the advertising material and its content created by KÖNIGSTEINER for the client within the scope of the contract, with no restrictions in terms of territory or time, if the content of the contract was the corresponding creation.

5.3 If KÖNIGSTEINER grants its customer time-limited rights of use to programs, the customer shall be obliged to hand over to KÖNIGSTEINER all programs, program copies and data carriers, including the associated documentation, once the right of use has expired. The customer shall have no right of retention and/or right to refuse performance in this respect.

6. prices, invoicing, terms of payment, offsetting, right of retention, advance payment, assignment

6.1 All KÖNIGSTEINER prices are quoted in euros, plus the statutory value added tax applicable at the time the service is provided.

6.2 KÖNIGSTEINER shall be entitled to send its invoices to the client by telecommunication (e.g. by e-mail).

6.3 KÖNIGSTEINER's invoices shall be due for payment without deduction immediately upon receipt by the customer. The deduction of discounts shall not be permitted unless otherwise agreed in writing between KÖNIGSTEINER and the client.

6.4 The customer may only set off undisputed, legally established claims or claims ready for decision against claims of KÖNIGSTEINER. This restriction shall not apply if the customer is entitled to counterclaims in the amount of the costs of remedying defects or completion in relation to KÖNIGSTEINER's performance arising from the same contractual relationship.

6.5 The customer may only assert a right of retention on the basis of undisputed, legally established or ready-for-decision counterclaims of the customer arising from the same contractual relationship.

6.6 If the client is in default of payment, KÖNIGSTEINER shall be entitled to refuse to provide its services in whole or in part until the amounts due have been paid.

6.7 If, after conclusion of the contract, there is a significant deterioration in the customer's assets which jeopardizes KÖNIGSTEINER's payment claims, which is to be assumed in particular if the customer suspends payments, the customer defaults on payment, or an application is made to open insolvency proceedings against the customer's assets, KÖNIGSTEINER may demand advance payment or the provision of security within a reasonable period and refuse performance until the advance payment, payment or provision of security has been made in full. KÖNIGSTEINER shall be entitled to withdraw from the contract in whole or in part and to claim damages in lieu of performance, to the exclusion of any claims for compensation by the customer, if the customer refuses to make the advance payment, payment or provide security, or has not done so within a reasonable period.

6.8 The customer shall not be entitled to assign rights or claims under this contract to third parties without the prior consent of KÖNIGSTEINER.

7. time of performance, delay in performance

7.1 Time specifications, in particular performance times stated by KÖNIGSTEINER, shall only be binding if they have been expressly agreed as binding by KÖNIGSTEINER in writing. Irrespective of this, compliance with deadlines for services shall be subject to the clarification of all technical and layout-related issues between KÖNIGSTEINER and the client and the timely and proper fulfilment of the client's obligations, in particular the timely receipt of all documents, data, programs, brands, fonts, materials, logos, photos, trademarks, templates, texts and information to be supplied by the client, as well as compliance with the agreed terms of payment. If these conditions are not fulfilled in good time, any agreed performance times for KÖNIGSTEINER shall be extended accordingly. The latter shall not apply if KÖNIGSTEINER is responsible for the delay.

7.2 Any agreed performance times shall also be extended appropriately in cases where there are obstacles to performance for which KÖNIGSTEINER is not responsible. This shall apply in particular in the event of disruptions to the job exchanges, disruptions to the energy supply, operational disruptions, industrial disputes, force majeure, pandemic, incapacity for which KÖNIGSTEINER is not responsible. KÖNIGSTEINER shall inform the client of such impediments to performance without delay.

7.3 If the customer is in default of acceptance or breaches its duty to cooperate, KÖNIGSTEINER shall be entitled to give priority to other orders from third party customers and to extend the performance period accordingly. Without prejudice to further claims, KÖNIGSTEINER shall be entitled to demand compensation from the customer for any loss or damage incurred by KÖNIGSTEINER in this respect, including any expenses or additional expenditure.

7.4 The occurrence of a delay in performance by KÖNIGSTEINER shall - taking into account the above provisions of section 7 - otherwise be determined in accordance with the statutory provisions. Irrespective of this, however, at least one written reminder setting a reasonable deadline for performance by the client to KÖNIGSTEINER shall be required. If KÖNIGSTEINER is in default of performance in accordance with these provisions, the client may withdraw from the contract or demand compensation in lieu of performance in accordance with the compensation provisions under these GTC, unless the breach of duty is insignificant.

8. defects, obligation to inspect and give notice of defects, priority subsequent performance

8.1 The customer shall be obliged to inspect KÖNIGSTEINER's performance for defects without delay and to notify KÖNIGSTEINER of any defects without delay. In this case, KÖNIGSTEINER shall initially have the right to subsequent performance within a reasonable period, i.e. KÖNIGSTEINER may, at its discretion, remedy the defect or produce new work.

8.2 If subsequent performance fails, is unreasonable for KÖNIGSTEINER or the customer or is only possible at disproportionate cost or effort, the customer may - without prejudice to any claims for damages based on these GTC - reduce the remuneration appropriately or withdraw from the contract at its discretion in accordance with the statutory provisions.

9. liability

9.1 KÖNIGSTEINER shall be liable for damages, irrespective of the legal grounds, only

a) in the case of intent;

b) in the event of gross negligence;

c) in the event of culpable injury to life, limb or health;

d) in the case of fraudulently concealed defects;

e) if a guarantee or a procurement risk is assumed.

9.2 KÖNIGSTEINER shall also be liable for slight negligence in the event of culpable breach of material contractual obligations (i.e. obligations which the contract specifically seeks to impose on KÖNIGSTEINER according to its content and purpose, or the fulfillment of which is essential for the proper performance of the contract and on the observance of which the client regularly relies and may rely). In the event of liability for slight negligence, liability shall be limited to reasonably foreseeable damage typical of the contract.

9.3 Any limitation of KÖNIGSTEINER's liability shall also apply in favor of KÖNIGSTEINER's legal representatives and vicarious agents.

9.4 Claims under the Product Liability Act remain unaffected by the above provisions.

9.5 A change in the burden of proof to the detriment of the customer is not associated with the above provisions.

9.6 The above provisions of Section 9 shall also apply if the customer demands compensation for futile expenses instead of damages.

9.7 KÖNIGSTEINER shall only undertake the technical and graphical preparation of websites and job advertisements and other publication or advertisement texts on the basis of the applicable HTML standard. KÖNIGSTEINER draws the client's attention to the fact that HTML documents may be displayed differently in different browsers, which is not the responsibility of KÖNIGSTEINER.

9.8 KÖNIGSTEINER also draws the client's attention to the fact that KÖNIGSTEINER shall not be liable in the event of disruptions for which KÖNIGSTEINER is not responsible and which have their origin in the quality of access to the Internet; if the client makes unauthorized changes to the source code of the websites and the publication or tender; if Internet data traffic is negatively affected as a result of force majeure.

9.9 Data protection claims are not covered by the above liability provisions.

10. statute of limitations

All claims of the customer - on whatever legal grounds - shall expire 12 months after conclusion of the contract, with the following exceptions: The statutory limitation provisions shall apply to claims under Section 9.1 a) to e) and to claims under Section 9.1 a) to e) in conjunction with Section 9.3.

11. naming as reference customer

11.1 KÖNIGSTEINER shall be entitled to name the customer as a reference customer with the customer's prior written consent. The client may refuse its consent only for good cause and may revoke consent once given. In the latter case, KÖNIGSTEINER shall remain entitled to use advertising material already produced.

11.2 The information may also be provided online, for example on KÖNIGSTEINER's company website, including the display of the customer's company logo. For this purpose, the client shall grant KÖNIGSTEINER a non-exclusive, non-transferable right of use, unlimited in time and space, in respect of the name and trademark rights required for this purpose.

12. data protection

12.1 Each party ("Party" within the meaning of these GTC is KÖNIGSTEINER and each customer of KÖNIGSTEINER) shall comply with the statutory data protection regulations applicable to it.

This means in particular for the parties:

12.1.1 Each party ("party" within the meaning of these GTC is KÖNIGSTEINER and each customer of KÖNIGSTEINER) shall observe the principles of data processing pursuant to Art. 5 para. 1 GDPR (in particular "lawfulness", "fairness", "transparency", "purpose limitation", "data minimization", "accuracy", "storage limitation", "integrity and confidentiality").

12.1.2 If and insofar as KÖNIGSTEINER processes the client's personal data on its behalf in the course of providing the service, the parties shall conclude a standard market agreement on the processing of data on behalf of the client in accordance with Art. 28 GDPR before processing begins.

12.1.3 If and insofar as the parties work together to process personal data, in particular to jointly determine the purposes and means of processing and in this context are to be regarded as joint controllers pursuant to Art. 26 GDPR, the provisions of paragraphs 12.1.4-12.1.12 shall apply.

12.1.4 In the event of cooperation based on the division of labor within the meaning of clause 1.3, the nature and purpose of the processing shall always result from the agreements concluded between the parties on the basis of the underlying offer by KÖNIGSTEINER.

12.1.5 If one of the parties has its registered office outside the EU/EEA or if one party provides the agreed service outside the EU/EEA, the parties shall ensure the admissibility of the transfer under data protection law by means of suitable guarantees within the meaning of Art. 46 GDPR.

12.1.6 Both parties shall inform each other immediately and in full if errors or irregularities in data processing or violations of provisions of a contract existing between the parties or of the applicable data protection law (in particular the GDPR) are discovered.

12.1.7 The parties shall support each other in the data protection impact assessment pursuant to Art. 35 GDPR and, if necessary, in prior consultation with the competent supervisory authority pursuant to Art. 36 GDPR. Such consultation must be agreed in advance between the parties.

12.1.8 The parties shall inform each other without undue delay about inspections and measures of the supervisory authority insofar as they relate to joint processing within the meaning of Section 12.1.3.

12.1.9 If and insofar as content from KÖNIGSTEINER is integrated on platforms within the client's sphere of control as part of the cooperation based on the division of labor within the meaning of clause 12.1.3, the client shall be responsible for the data protection-compliant integration of the content provided (effective area A). In particular, the client shall be responsible for obtaining and documenting any necessary consent from the data subjects in a legally effective manner. If other legal bases are required for the integration of the technologies provided, the customer is responsible for fulfilling the legal requirements for this.

The customer is also responsible for informing the data subjects transparently about the processing of their personal data within the meaning of Art. 13, 14 GDPR and about the essential content of this agreement. KÖNIGSTEINER shall provide support in this respect to the extent necessary and reasonable.

12.1.10 In cases of clause 12.1.9, KÖNIGSTEINER shall be responsible for the further processing of the personal data by the analysis tools integrated by the client (effective area B). In particular, KÖNIGSTEINER shall be responsible for processing the data collected in accordance with the statutory provisions and for ensuring the lawfulness of further data processing.

KÖNIGSTEINER shall ensure within the scope of its own sphere of activity that only personal data that is absolutely necessary for the lawful handling of the process is collected. In addition, both contracting parties shall observe the principle of data minimization within the meaning of Art. 5 para. 1 lit. c GDPR.

12.1.11 Data subjects may assert the rights to which they are entitled under Art. 15 to 22 GDPR against both contracting parties. The parties shall provide each other with the necessary information from their respective areas of activity as required. The parties shall each designate responsible contact persons.

12.2 Should any contradictions arise between the respective current statutory data protection regulations and the above provisions, the respective current statutory data protection regulations shall take precedence over the above provisions. This shall also apply if the above provisions contain inadmissible deviations from the respective current statutory data protection regulations (in particular restrictions of the respective current statutory data protection regulations).

13. confidentiality

13.1 The parties ("Party" within the meaning of these GTC is KÖNIGSTEINER and each customer of KÖNIGSTEINER) shall treat as confidential all business secrets and other information of the other party marked as confidential (hereinafter referred to as "Confidential Information"). The receiving party shall treat the Confidential Information with the same care as it treats its own confidential information of the same sensitivity, but at least with the care of a prudent businessman.

13.2 Use of the confidential information is limited to use in connection with the contract existing between the parties. Confidential Information may not be disclosed to third parties without the prior consent of the other party. No third parties within the meaning of this paragraph are affiliated companies and consultants who are obliged by law to maintain confidentiality.

13.3 Where required by applicable legal obligations, the recipient shall also be entitled to disclose and pass on confidential information. To the extent permitted by law, KÖNIGSTEINER shall inform the client before disclosing confidential information.

13.4 The parties shall require their employees or third parties to whom they disclose confidential information to treat this information confidentially within the framework of the respective service and employment relationships, subject to the proviso that the obligation to maintain confidentiality shall continue to apply beyond the end of the respective service or employment relationship, unless a corresponding general obligation to maintain confidentiality already exists.

13.5 Exempt from the obligation of confidentiality is information that

a) were already generally known when the contract was concluded or subsequently became generally known without breach of the confidentiality obligations contained in these GTC;

(b) which the recipient has developed independently of the contract between the parties; or

c) the recipient has received from third parties or outside the contract between the parties from the other party without an obligation of confidentiality.

The burden of proof for the existence of the exceptions mentioned in this paragraph shall lie with the party invoking the exception.

13.6 Upon termination of this contract, the parties shall surrender or delete any confidential information of the other party in their possession at the request of that party. This does not apply to confidential information for which there is a longer statutory retention obligation and data backups as part of normal backup processes.

14. place of fulfillment

The place of performance for all obligations of KÖNIGSTEINER arising from the contractual relationship shall be the registered office of KÖNIGSTEINER, unless otherwise stated in the order confirmation or otherwise agreed.

15 Applicable law, contract language, place of jurisdiction, severability clause

15.1 The contractual relationship between KÖNIGSTEINER and the customer, including its interpretation, shall be governed exclusively by the law of the Federal Republic of Germany. All international and supranational (contractual) legal systems are excluded and shall not apply.

15.2 The contract language is German.

15.3 Place of jurisdiction

15.3.1 The exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be the court responsible for the registered office of KÖNIGSTEINER.

15.3.2 The same place of jurisdiction as in Section 15.3.1 shall apply if the Buyer has no general place of jurisdiction in Germany, moves its domicile or usual place of residence outside Germany after conclusion of the contract or its domicile or usual place of residence is not known at the time the action is brought.

15.3.3 KÖNIGSTEINER shall also be entitled to sue the customer at its general place of jurisdiction.

15.4 Should a provision of these GTC or part of a provision of these GTC be or become invalid, the remaining provisions or the remaining part of the provision of these GTC shall remain valid.