AGB | ERRACON GmbH

Terms and Conditions

General Terms and Conditions of ERRACON GmbH, Gilching
(As of January 28, 2025)

§1 Scope of Application

Scope:
These General Terms and Conditions (GTC) apply to all current and future service agreements between the client (hereinafter referred to as the "Customer") and ERRACON GmbH, Gernholzweg 7d, D-82205 Gilching. They automatically form an integral part of every contractual relationship, regardless of whether the services provided relate to engineering or social recruiting.
Legal Basis:
These GTC comply with the applicable laws of the Federal Republic of Germany and relevant EU regulations, particularly with regard to cross-border transactions and international service agreements. This includes, among others, Regulation (EC) No. 593/2008 (Rome I) on the law applicable to contractual obligations.
Deviating Terms and Conditions:
Any deviations from these GTC, especially conflicting terms and conditions of the Customer, shall only apply if explicitly acknowledged in writing by ERRACON GmbH.
The GTC of ERRACON GmbH take precedence over any contradictory provisions of the Customer, unless such deviations have been expressly confirmed in writing by ERRACON GmbH.
Applicability to International Contracts:
These GTC also apply to international contracts, unless mandatory provisions of the Customer's local law take precedence. In cases where local law must mandatorily apply, the remaining provisions of these GTC shall remain unaffected.
Severability Clause:
If any provision of these GTC is found to be invalid or unenforceable under applicable law, the validity of the remaining provisions shall remain unaffected. The invalid provision shall be replaced by a valid one that most closely reflects the economic purpose of the original provision.

§2 Conclusion of Contract

Non-Binding Nature of Offers:
Unless expressly stated otherwise, all offers made by ERRACON GmbH are non-binding with regard to all details contained therein, including remuneration. This applies to both engineering and social recruiting services.
This provision is subject to applicable EU regulations, including rules governing the conclusion and effectiveness of contracts in cross-border business transactions.
Formation of Contract:
A contract is only deemed concluded once the contract document has been signed in writing by both contracting parties. Electronic signatures that meet the requirements of the eIDAS Regulation (EU) No. 910/2014 are also recognized as valid.
Changes and Amendments:
Any changes or amendments to offers must be made in writing to be legally binding. Only written agreements or confirmations explicitly issued by ERRACON GmbH are binding.
Non-Binding Nature of Verbal Agreements:
Verbal statements made by employees of ERRACON GmbH—whether concerning contractual terms, scope of services, or other relevant matters are non-binding in any case, unless expressly confirmed in writing by ERRACON GmbH.
Disclaimer for Obvious Errors:
ERRACON GmbH shall not be held liable for obvious typographical errors, calculation mistakes, or other evident inaccuracies in offers, contracts, or related documents. ERRACON GmbH reserves the right to correct such errors at any time without any claims being derived therefrom.

§3 Remuneration and Payment Terms

Invoicing and Due Date:
The remuneration for services or partial services provided by ERRACON GmbH shall be invoiced monthly in arrears or in accordance with individual agreements.
Payment shall be made without deductions within 14 days from the invoice date to ERRACON GmbH.
Value Added Tax:
The stated fees are exclusive of statutory value added tax, which will be shown separately in the invoices issued by ERRACON GmbH. The applicable statutory tax rate will be added to the invoice amount.
Currency and Electronic Invoicing:
All payments must be made in the currency stated on the invoice, unless otherwise agreed in writing.
Invoices may be issued in electronic form, and the Customer agrees to receive invoices electronically unless otherwise stipulated in writing.
Payment Orders, Checks, and Bills of Exchange:
Payment by money orders, checks, or bills of exchange will only be accepted upon special agreement. All related collection and discount charges shall be borne by the Customer.
Additional Costs:
Should additional costs arise for the implementation of recommended measures following consultation with ERRACON GmbH (e.g., for the purchase of items or materials), such costs are not covered by the agreed remuneration.
ERRACON GmbH shall inform the Customer in due time of any such additional costs. If the Customer does not object within 10 business days, the expenses shall be deemed approved, and the Customer shall be obliged to bear the additional costs.
Price Adjustment:
If the pricing basis changes, ERRACON GmbH is entitled to adjust the service fees accordingly, provided that more than four months have passed between the conclusion of the contract and the provision of the service.
This does not apply where prices have been explicitly agreed as fixed prices.
Payment Default:
If the Customer is in default of payment, ERRACON GmbH may withdraw from the contract after granting a reasonable grace period or claim damages for non-performance.
In the event of default, the Customer shall bear all legal enforcement costs incurred by ERRACON GmbH, including reasonable attorneys’ and collection agency fees.
Without prejudice to further claims, default interest of 2% above the applicable base rate of the German Bundesbank shall be charged.
If the Bundesbank base rate is no longer applicable, the base rate of the European Central Bank shall apply.
Obligation to Pay in Case of Disputes:
The Customer is obliged to fulfill payment obligations even in the event of disputes regarding the scope or quality of services, without prejudice to any claims for reimbursement or adjustment.
Offsetting and Right of Retention:
The Customer is not entitled to offset claims of ERRACON GmbH against counterclaims unless such counterclaims have been acknowledged in writing by ERRACON GmbH or have been legally established.
The Customer may exercise a right of retention only based on a legally established counterclaim.
Assignment of Claims:
The Customer may not assign claims arising from this contract to third parties without the prior written consent of ERRACON GmbH. The same applies to the transfer of the entire contract.
Legal Basis:
These payment terms are subject to the provisions of the EU Directive on Late Payment (2011/7/EU) and the regulations governing cross-border payments within the EU.

§4 Termination

Ordinary Termination:
The contract may be terminated by either party in accordance with the agreed notice period. The applicable notice period shall be based on the provisions contractually agreed upon by the parties.
Extraordinary Termination for Good Cause:
Both parties are entitled to terminate the contract without notice for good cause.

Good cause for extraordinary termination by ERRACON GmbH shall in particular exist if:

the Customer is in default with payment obligations for two consecutive due dates,
the Customer suspends payments,
insolvency proceedings are initiated or filed against the Customer’s assets and such application is not immediately rejected due to lack of assets,
the Customer becomes insolvent.Good cause for extraordinary termination by the Customer shall in particular exist if:
ERRACON GmbH fails to fulfill its contractual obligations despite a reasonable grace period granted by the Customer,
ERRACON GmbH is permanently unable to provide the agreed service.

Termination Rights of Consumers:
If the Customer is a consumer, the termination rights shall be governed by the applicable consumer protection laws under EU law, including the Consumer Rights Directive (2011/83/EU).
Partial Termination:
Partial termination of individual components of the contract is permissible if explicitly agreed in writing by both parties.
Form of Termination:
All terminations whether ordinary or extraordinary must be made in writing.
Compliance with Legal Provisions:
Termination must be carried out in compliance with mandatory legal provisions, in particular the regulations of EU law concerning cross-border contracts.

§5 Confidentiality

Confidentiality Obligation
Both contracting parties agree to treat all confidential information received during the course of the cooperation as strictly confidential. This applies to information disclosed in connection with engineering services (e.g. technical specifications, project data) as well as social recruiting (e.g. candidate profiles, recruitment strategies, algorithmic analyses).
Definition of Confidential Information
Confidential information includes, but is not limited to:
• technical data, designs, and trade secrets,
• customer data, sales and marketing strategies,
• candidate information, personnel data, analysis and performance data,
• internal reports and communication,
• and all information expressly marked as confidential or that must be considered confidential by its nature.

Personal data must be protected in accordance with applicable data protection regulations, in particular the General Data Protection Regulation (GDPR).

Duration of Confidentiality Obligation
The obligation to maintain confidentiality applies throughout the entire duration of the collaboration and for a period of five (5) years following the termination of the contract. Statutory confidentiality obligations (e.g. under data protection laws) remain unaffected and apply independently of this agreement.
Permissible Use and Disclosure
Confidential information may only be used for the fulfillment of the agreed contractual services. Disclosure is only permitted to employees, affiliated companies, subcontractors, or third parties who require this information to fulfill the contract and are likewise bound by confidentiality obligations. Each party is liable for compliance with confidentiality by these persons.
Return and Destruction of Confidential Information
Upon termination of the contractual relationship or upon request, all confidential information and copies thereof must be promptly returned or securely destroyed, unless statutory retention obligations apply. Destruction must be confirmed in writing upon request.
Exceptions to Confidentiality
Confidentiality obligations do not apply to information that:
• was demonstrably publicly known at the time of disclosure,
• becomes publicly known after disclosure without violating this agreement,
• was demonstrably lawfully known to the recipient prior to disclosure,
• is lawfully disclosed by a third party without a confidentiality obligation,
• must be disclosed due to legal requirements or official orders.

In the latter case, the affected contracting party must where legally permissible be informed in writing without undue delay before the disclosure takes place.

Security Measures
Each party agrees to implement appropriate technical and organizational measures to protect confidential information from unauthorized access, loss, or misuse. This includes, in particular, the use of encryption technologies, access controls, and data backup measures.
Notification Obligation in the Event of Data Breaches
In the event of a breach of confidential information (data breach), the affected party undertakes to inform the other party in writing without undue delay, but no later than 48 hours after becoming aware of the incident. This applies especially to the unauthorized disclosure of personal data.
Liability and Contractual Penalty
In the event of a breach of the confidentiality obligation, the breaching party agrees to pay a contractual penalty of EUR 5,000 per violation. The assertion of claims for further damages remains unaffected.
Requirement of Written Form
Any changes or amendments to this confidentiality agreement must be made in writing. This also applies to any waiver of this written form requirement.
Severability Clause
If any provision of this clause is or becomes invalid, the validity of the remaining provisions shall remain unaffected. The invalid provision shall be replaced by a provision that comes as close as possible to the economic purpose of the invalid clause.
Applicable Law and Jurisdiction
This agreement shall be governed by the laws of the Federal Republic of Germany. The place of jurisdiction for all disputes arising from or in connection with this agreement is Gilching, to the extent permitted by law.

§6 Copyright Protection

ERRACON GmbH retains the copyright to all services it provides, including but not limited to engineering and social recruiting services, insofar as these are eligible for copyright protection. This copyright protection is subject to the applicable provisions of European Union copyright law, including the Directive on Copyright in the Digital Single Market (2019/790/EU), as well as the national copyright laws of the Federal Republic of Germany.

The Customer may use documents, analyses, reports, technical documentation, and other results created in the course of the services solely for the contractually agreed purpose.

Any further disclosure of such documents or results to third parties, or any other use whether commercial or non-commercial is only permitted with the prior written consent of ERRACON GmbH.

The publication of such documents or other results shall in all cases require the express consent of ERRACON GmbH. Copies may only be made insofar as they serve the intended purpose of the respective documents or results.

The Customer is responsible for ensuring compliance with copyright regulations in the jurisdictions where the documents or results are used, particularly in the member states of the European Union.

§7 Liability

Liability for Claims for Damages:
ERRACON GmbH shall be liable for claims for damages resulting from culpable actions—regardless of the legal basis, such as delay, breach of contractual obligations, breaches of duty during contract negotiations, tort, product liability, or defective delivery only in cases of intent or gross negligence.
Any further liability for damages is excluded. This also applies to damages arising in the course of rectification efforts.
Liability for Consequential Damages:
Liability for consequential damages, in particular loss of profit, business interruptions, or data loss, is excluded to the extent permitted by law.
Unaffected Warranty Rights:
The Customer's warranty rights under §7 of these General Terms and Conditions remain unaffected by the above limitations of liability.
Liability Caps:
ERRACON GmbH’s liability under its standard commercial general liability insurance is limited to the following amounts:
• EUR 5 million for personal injury and property damage
• EUR 2 million for financial loss
Limitation Periods:
Claims for damages not subject to the short limitation period under § 638 of the German Civil Code (BGB) shall become time-barred after three years.
The limitation period begins upon receipt of the agreed service by the Customer.
Mandatory EU Provisions:
These limitations of liability are subject to the mandatory provisions of EU regulations, including consumer protection laws and product liability directives. Liability under the EU Product Liability Directive (85/374/EEC) remains unaffected.
Cross-Border Disputes:
For cross-border disputes within the EU, the provisions of the Brussels Ia Regulation (EU) No. 1215/2012 regarding liability and jurisdiction shall apply.
Liability in Case of Material Procurement:
If ERRACON GmbH arranges for the procurement of materials and/or goods, any liability and/or warranty claims shall lie exclusively with the contractual partner proposed by ERRACON GmbH.
Liability for Subcontractors and Employees:
ERRACON GmbH’s liability for the conduct of its subcontractors or employees is limited to the extent defined in this section.

§8 Final Provisions

Applicable Law:
Contracts between the Customer and ERRACON GmbH are governed exclusively by the laws of the Federal Republic of Germany.
This agreement complies with the mandatory provisions of European Union regulations, including rules on jurisdiction, applicable law, and the cross-border enforcement of judgments.
Place of Jurisdiction:
The exclusive place of jurisdiction for all disputes arising from or in connection with this contract is Gilching, the registered office of ERRACON GmbH. The competent court is the Local Court of Munich.

This provision applies if both parties are merchants or if the Customer is not a consumer, and is subject to the relevant provisions of EU regulations, particularly the Brussels Ia Regulation (EU) No. 1215/2012.
If the Customer is a consumer within the meaning of EU regulations, the choice of law and jurisdiction does not affect the mandatory provisions of the law of the consumer's habitual residence in accordance with Article 6 of the Rome I Regulation (EC) No. 593/2008.
Formal Requirements for Amendments:
Amendments and additions to these General Terms and Conditions must be made in writing and explicitly identified as such. This also applies to any waiver of the written form requirement.
Severability Clause:
Should individual provisions of these General Terms and Conditions be or become wholly or partially invalid or unenforceable, the validity of the remaining provisions shall remain unaffected.
The parties agree to replace the invalid provisions without delay with valid ones that come as close as possible to the economic intent of the original provisions.
Contract Language:
The contractual language is German. In the event of translations into other languages, the German version shall prevail in the case of discrepancies.
Observance of EU Regulations:
These final provisions take into account the relevant provisions of EU treaties, particularly with regard to the free movement of services and the protection of consumer rights in cross-border business transactions.

Special Section – Engineering Services

§1 Scope of Services

Subject of the Agreement:
ERRACON GmbH shall perform the service tasks in the field of engineering as explicitly agreed in the contract.
The specific scope of services results from the respective offer by ERRACON GmbH and shall be executed in accordance with:
• generally accepted technical standards,
• applicable EU norms, and
• all legal provisions in force at the time the contract is concluded.
Changes to the Scope of Services:
Any changes or additions to the contract must be confirmed in writing by ERRACON GmbH in order to be legally binding.
Modifications to the scope of services or additional services requested by the Customer may incur additional costs. Such costs shall:
• be communicated to the Customer in writing prior to implementation, and
• require the express written agreement of both parties.
Third-Party Services:
If the Customer engages third-party services recommended or suggested by ERRACON GmbH, the following applies:
• The contractual relationship in such cases exists solely between the Customer and the respective third party.
• ERRACON GmbH assumes no liability for the performance or quality of services provided by third parties.
• The referral of such services by ERRACON GmbH constitutes a non-binding recommendation and does not establish any contractual obligation on the part of ERRACON GmbH.
Use of Agents and Subcontractors:
ERRACON GmbH is entitled to use authorized third parties to fulfill its contractual obligations.
• Such subcontractors may be commissioned in the name and on behalf of ERRACON GmbH.
• ERRACON GmbH remains responsible for the proper performance of the contract.
• Liability for the conduct of such subcontractors shall be governed by the provisions of the main contract and these General Terms and Conditions.
Ownership and Usage Rights:
Ownership and usage rights to the results created under this contract are governed by the specific contractual agreements.
• Unless expressly agreed otherwise, all copyrights and other proprietary rights remain with ERRACON GmbH.
• The Customer is granted only the non-transferable rights of use necessary for the contractually intended purpose, unless otherwise agreed in writing.

§2 Duties of Cooperation

General Duties of Cooperation:
The Customer is obligated to support ERRACON GmbH to the extent necessary for the proper provision of services. This includes in particular:
• the timely provision of all necessary information, data, and documentation,
• access to relevant systems, premises, and technical resources, insofar as required for the performance of the contract.
The Customer ensures that all information provided is complete, accurate, and up to date.
Liability in Case of Inadequate Cooperation:
ERRACON GmbH shall not be liable for errors, delays, or defects in service delivery that are due to:
• incorrect or incomplete presentation of facts,
• false, inaccurate, or missing information and documentation provided by the Customer.
In such cases, the Customer assumes the risk of service disruptions and is responsible for any resulting additional costs.
Consequences of Non-Compliance with Duties of Cooperation:
If the Customer fails to fulfill their duty of cooperation, ERRACON GmbH may issue a written request with a reasonable deadline for compliance.
If the Customer continues to neglect this obligation, ERRACON GmbH is entitled to:
• withdraw from the contract in whole or in part,
• claim reimbursement for expenses incurred up to that point, and
• demand reasonable compensation for any delays or additional efforts resulting therefrom.
Provision of Services:
The services of ERRACON GmbH are generally rendered during the Customer’s regular business hours.
In exceptional cases, services may be provided outside these hours, provided that:
• such arrangements have been agreed upon in writing in advance, and
• the Customer ensures that the necessary resources and access are available.
Access to Premises:
The Customer shall grant ERRACON GmbH the necessary access to its premises as required for the performance of services. Access shall be coordinated in advance and comply with the Customer’s internal safety regulations.
No Authority to Instruct Customer's Employees:
The Customer acknowledges that ERRACON GmbH does not have authority to issue instructions to the Customer’s employees.
The Customer is therefore solely responsible for:
• implementing the measures recommended by ERRACON GmbH, and
• instructing its employees to support the service provision to the extent required.
Non-Remuneration of Cooperation:
The Customer’s cooperative contributions are provided free of charge to ERRACON GmbH.
Any costs incurred by the Customer in fulfilling its cooperation duties shall be borne by the Customer, unless expressly agreed otherwise.

§3 Customer Documents

Ownership and Purpose of Use:
All documents, data, and materials provided to ERRACON GmbH for the execution of services remain the property of the Customer.
ERRACON GmbH is obligated to use them solely for the purpose of fulfilling the contractually agreed services. Use for any other purpose or disclosure to third parties is only permitted with the prior written consent of the Customer.
Confidentiality:
ERRACON GmbH agrees to treat all documents and information provided by the Customer as confidential.
• It shall ensure that such information is not disclosed to unauthorized third parties.
• Access to such documents shall be limited to employees or subcontractors who are necessary for contract performance and are bound by appropriate confidentiality obligations.
Handling of Personal Data (Data Protection):
The handling of personal data contained in the documents shall be carried out in compliance with the provisions of:
• the EU General Data Protection Regulation (GDPR) (Regulation (EU) 2016/679), and
• any applicable national data protection laws.
If necessary, the parties shall conclude a data processing agreement (DPA) in accordance with Article 28 GDPR.
Duty of Care and Return:
ERRACON GmbH undertakes to handle the documents provided with due care.
• Upon the Customer’s first written request, the documents—including all copies (physical or digital)—shall be returned without delay or securely destroyed, unless legal retention obligations apply.
• The return shall be made in the same condition as when originally provided, excluding normal wear and tear resulting from contractual use.
Liability for Loss or Damage:
ERRACON GmbH shall only be liable for the loss or damage of documents in cases of intent or gross negligence.
Liability for slight negligence is excluded unless essential contractual obligations (cardinal duties) are affected.
Retention Period:
Unless otherwise agreed in writing, ERRACON GmbH shall retain the documents provided for a period of six (6) months following the end of the contractual relationship.
After this period:
• the documents shall be securely destroyed,
• unless the Customer has requested their return beforehand.
Costs of Return or Destruction:
If the Customer requests the return or destruction of documents after termination of the contract, the associated costs shall be borne by the Customer, unless the need for return or destruction is due to fault on the part of ERRACON GmbH.

§4 Warranty

Type of Warranty:
If the service provided by ERRACON GmbH is demonstrably defective or does not have the contractually warranted characteristics, ERRACON GmbH is obligated, at its discretion, to remedy the defect either by:
• substitute performance or
• free rectification.
Further warranty claims by the Customer are excluded, unless otherwise stipulated in this contract.
Notice of Defects:
The Customer is obligated to notify ERRACON GmbH in writing of any apparent defects or complaints without delay, but no later than one (1) month after completion of the service.
• The notice must contain a detailed justification, including a description of the defect and its effects.
• If the Customer fails to meet this deadline, warranty claims are excluded, unless the defect could not have been detected through proper inspection.
Customer Rights in Case of Failed Rectification:
If rectification or substitute performance fails despite a reasonable deadline or is unjustifiably refused by ERRACON GmbH, the Customer may:
• withdraw from the contract (rescission), or
• demand a reduction of the agreed remuneration (reduction).
Withdrawal is excluded if the defect is minor.
Exclusion of Warranty:
Warranty claims are excluded if:
• the defect is due to external influences, improper use, incorrect operation, or modifications to the provided services by the Customer or third parties,
• the Customer has undertaken or commissioned rectification measures without prior consent from ERRACON GmbH,
• the Customer has failed to meet its cooperation obligations under §2, and such failure caused the defect.
Limitation Period for Warranty Claims:
The statutory warranty periods under German law, particularly the provisions of the German Civil Code (BGB), remain unaffected where applicable.
• The limitation period for warranty claims is, to the extent permitted by law, one (1) year from the date of acceptance of the service, unless the claims are based on intent or gross negligence.
International Contracts:
For cross-border contracts within the EU, the provisions of the Brussels Ia Regulation (EU) No. 1215/2012 as well as other applicable EU regulations for international commercial agreements shall apply in addition.
Liability in Case of Fraudulent Concealment:
The above limitations of warranty shall not apply if ERRACON GmbH has fraudulently concealed a defect. In such cases, the statutory provisions apply without restriction.

Special Section – Social Recruitment Services

§1 Scope of Services (Social Recruitment)

Scope of Services
The Contractor shall provide the Customer with comprehensive services in the area of social recruitment, aiming to enhance the visibility of job advertisements, attract qualified candidates, and strengthen the Customer’s employer brand.
The specific scope of services shall be governed by the contractually agreed measures and may include, but is not limited to, the following components:
Defined Social Recruitment Services
• Social Media Advertising: Creation, management, and continuous optimization of targeted recruitment advertisements on platforms such as LinkedIn, XING, Facebook, Instagram, X (formerly Twitter), and others, depending on the defined target audience.
• Employer Branding: Development and implementation of strategies to position the Customer as an attractive employer in the relevant job market.
• Talent Pipeline Management: Establishment and maintenance of talent pipelines to support long-term recruitment goals.
Exclusion of Traditional Recruitment Services
The Contractor does not offer traditional recruitment services involving the direct placement of candidates or the mediation of employment relationships between employers and applicants.
• No guarantee is given regarding the successful hiring of candidates (see §4).
• The Contractor is not responsible for candidate selection, interview coordination, or contractual negotiations.
• Legal advice relating to employment or data protection law is expressly excluded.
Platforms Utilized
Social recruitment activities may be conducted on various platforms depending on the agreed strategy and target audience, including:
• Business networks: LinkedIn, XING
• Social networks: Facebook, Instagram, X (formerly Twitter), TikTok
• Specialized platforms: Google Ads (for search-based recruiting), YouTube (for video campaigns)
• Job platforms and networks: Indeed, StepStone, Glassdoor (where agreed)
The Contractor reserves the right to add or discontinue the use of specific platforms as deemed necessary for campaign effectiveness.
Custom Adaptation
The exact scope of services shall be defined in a separate offer or service specification. Any changes or extensions to the agreed scope require prior written agreement between the parties.

§2 Customer Duties of Cooperation (Social Recruitment)

Provision of Information:
The Customer agrees to provide all information required for the successful execution of social recruitment measures in a timely and complete manner. This includes, in particular, detailed descriptions of the positions to be filled, insights into the corporate culture, and relevant branding materials necessary for the creation and optimization of recruitment campaigns.
Access to Social Media Accounts:
The Customer shall ensure that the Contractor receives access to the relevant social media accounts or is granted the necessary permissions to implement the agreed measures effectively. The scope of access will be coordinated in advance and is limited to the rights necessary for the execution of social recruitment activities.
Response Times and Approvals:
The Customer agrees to designate clear points of contact and to define binding response times for reviewing and approving content. Delays resulting from late feedback by the Customer may hinder project progress and shall not be attributed to the Contractor.
Responsibility for Content:
The Customer is responsible for the accuracy and completeness of the information provided, as well as for the legal admissibility of the approved content. The Contractor accepts no liability for any legal violations resulting from inadequate or incorrect information provided by the Customer.

§3 Content and Approvals

Responsibility for Provided Content:
The Customer bears sole responsibility for the legal admissibility as well as the accuracy and completeness of all content provided, including but not limited to texts, images, logos, videos, and other materials. This particularly includes compliance with copyright, trademark, data protection, and competition laws.
The Contractor is not obligated to review the content provided by the Customer for legal compliance.

The Customer shall indemnify the Contractor against all claims by third parties resulting from violations of legal provisions or third-party rights due to the content provided, including reasonable legal defense costs.
Approval Processes for Ads and Campaigns:
Before the publication of social recruitment ads, campaigns, or other content, the Customer shall receive a draft for review and approval. Approval must be given in writing, either by email or via an agreed project management platform.
If the Customer does not submit written change requests or objections within five (5) business days of receiving the draft, the draft shall be deemed approved. Deviating deadlines may be agreed upon individually.
Handling of Revisions and Change Requests:
The Customer is entitled to a reasonable number of revision rounds for optimizing content, as part of the originally agreed service scope. The extent of these revisions shall be defined in the offer or contract.

Once the agreed number of revisions has been used, or in the case of significant changes that exceed the original scope, the Contractor reserves the right to invoice additional effort separately.

Change requests must be submitted in clear, written form to ensure smooth implementation.
Disclaimer of Liability by the Contractor:
The Contractor shall not be liable for content-related errors resulting from inadequate or incorrect information provided by the Customer. Likewise, the Contractor shall not be liable for the failure to achieve recruiting goals if this is due to delayed approvals, insufficient cooperation by the Customer, or changes to platform policies by third-party providers.

§4 Reach and Success Guarantee

No Guarantee of Success:
The Contractor undertakes to carry out the agreed social recruitment measures with the greatest possible care, to the best of its knowledge, and using proven methods. However, it is expressly stated that the Contractor does not guarantee the success of the implemented measures. This applies in particular to the number of applications, qualified candidates, hires, reach, or any other specific outcomes, as these depend on numerous factors beyond the Contractor's control (e.g., market conditions, target audience behavior, external platform algorithms).
Use of KPIs:
If Key Performance Indicators (KPIs) are defined within the contract, these serve solely as performance indicators for measuring and evaluating the implemented measures.
It is explicitly clarified that reaching specific KPI values does not constitute a guarantee of success in terms of concrete application or hiring results. KPIs serve as guidance for campaign optimization but cannot guarantee actual hiring outcomes.
Dependence on External Factors:
The success of social recruitment campaigns may be influenced by factors outside the Contractor’s responsibility. These include, but are not limited to, changes in social media platform algorithms, seasonal fluctuations, user behavior trends, and the quality and attractiveness of the job offering provided by the Customer.
Disclaimer of Liability:
The Contractor shall not be liable for economic losses or missed opportunities resulting from failure to meet specific targets, unless such failure is due to gross negligence or willful misconduct by the Contractor.
The Customer acknowledges that social recruitment is a dynamic process with outcomes that cannot be fully predicted.

§5 Use of Data and Data Protection (Social Recruitment)

Applicability of the GDPR and Supplementary Regulations:
The protection of personal data is of the highest priority for both contracting parties. The processing of personal data within the framework of social recruitment measures shall be carried out in accordance with applicable data protection regulations, in particular the General Data Protection Regulation (GDPR) and national data protection laws. Additional provisions on data processing may be agreed upon in separate Data Processing Agreements (DPA) where legally required.
Responsibility for Applicant Data:
The Customer is the data controller within the meaning of Article 4(7) GDPR for all personal data collected and processed in connection with recruitment campaigns, particularly applicant data. The Contractor generally acts as a data processor in accordance with Article 28 GDPR, to the extent that it processes data on behalf of the Customer.
The Customer is responsible for ensuring that all required data protection information is provided to the data subjects (applicants) and that data processing is based on a lawful legal basis (e.g., consent, legitimate interest).
Processing of Data by Social Media Platforms:
In the course of executing social recruitment campaigns, personal data may also be processed by third-party providers (e.g., Meta, LinkedIn, X). The Contractor has no influence over the data processing carried out by these platforms. The Customer acknowledges that in such cases, the privacy policies of the respective platform operators apply.
The Customer is obligated to observe the data protection requirements of each platform, especially with regard to the use of custom audiences, remarketing lists, and similar functions.
Use of Tracking Tools and Analytics Data:
For the purpose of measuring the success of social recruitment campaigns, tracking tools and analytics technologies (e.g., pixels, cookies, UTM parameters) may be used. The use of these technologies shall be conducted solely in compliance with applicable data protection laws.
The Customer is responsible for ensuring that any necessary consents from data subjects are obtained (e.g., via cookie consent banners on the career page). The Contractor will support the Customer upon request in the compliant implementation of tracking technologies but does not assume liability for any omissions on the Customer's part.
Data Security and Confidentiality:
The Contractor agrees to implement appropriate technical and organizational measures (TOMs) to ensure the security of processed personal data and to protect it from unauthorized access, loss, or manipulation.
All confidential information obtained during the cooperation, including personal data, may be used exclusively for the fulfillment of the contractually agreed services.
Deletion of Data:
After the termination of the contractual relationship, all personal data processed on behalf of the Customer shall be deleted or anonymized in accordance with legal retention periods, unless other legal obligations require otherwise. The Customer is responsible for the timely deletion of data within their area of responsibility.

§6 Remuneration for Additional Services (Optional)

General Provisions
Services that are not included in the contractually agreed basic package shall be billed separately. This applies in particular, but not exclusively, to paid advertising (e.g., social media ads on platforms such as Meta, LinkedIn, or X), targeting-related costs (e.g., audience segmentation, remarketing campaigns), custom content creation (e.g., videos, graphics, or texts beyond the baseline scope), extended reporting or analytics services, and technical implementations such as tracking pixels or API integrations.
The Customer shall be informed in writing about any associated costs before such additional services are provided. Billing shall only occur after the Customer has given prior written approval.
Billing Models
Additional services may either be invoiced at a previously agreed fixed fee or based on actual time and effort. In the case of time-based billing, the applicable hourly rate will be contractually agreed in advance, and the services performed will be documented transparently.
Performance-based billing is only possible under clearly defined conditions. Due to external factors such as market fluctuations or changes in platform algorithms, the Contractor cannot guarantee specific outcomes (see §4).
Paid advertising expenses (e.g., for Facebook Ads or Google Ads) are always invoiced separately from the Contractor’s service fee. The media budget can either be paid directly by the Customer to the advertising platform or processed through the Contractor, in which case a media management fee—typically between 10% and 20% of the media budget—applies.
Differentiation Between Base and Additional Services
All services covered by the contractually agreed basic package are compensated through the flat fee or base retainer. Any services beyond this scope are considered additional services and require a separate agreement. The Contractor shall notify the Customer in advance if a requested service is not covered by the basic package.
Payment Terms
Unless otherwise agreed, payment for additional services is due within 14 calendar days from the invoice date, without deduction. In case of payment default, statutory interest and legal provisions apply. The Contractor reserves the right to suspend ongoing or future services until outstanding invoices have been settled.

§7 Termination of Campaigns

Ordinary Termination of Campaigns
Social recruitment campaigns automatically end upon expiration of the contractually agreed duration unless an extension has been agreed in writing. Ordinary termination prior to the end of the agreed campaign period is only permitted if expressly stipulated in the contract. In such cases, the notice period defined in the contract shall apply—generally 14 days to the end of the month, unless otherwise agreed.
Premature Termination by the Customer
The Customer may terminate the campaign early for good cause. Good causes may include:
- Full exhaustion of the agreed media budget
- Changes in personnel needs, e.g., the position has been filled internally
- Unforeseeable events that make it impossible to continue the campaign (e.g., corporate crisis, market shifts)
In the event of premature termination, there shall be no refund of payments already made for services rendered or media budgets spent. Work already begun and advertising expenses already incurred shall be invoiced in full.
Premature Termination by the Contractor
The Contractor is entitled to terminate the campaign with immediate effect if:
- the Customer is in default of payment and fails to pay despite reminders
- the Customer breaches contractual cooperation duties, thereby jeopardizing the campaign's success
- the Customer’s content violates legal regulations, social media platform terms, or ethical standards
In such cases, the Contractor retains the right to remuneration for services already rendered.
Handling of Campaigns Started but Not Completed
In the case of early termination of a campaign that has begun but is not yet completed, all services performed up to the time of termination will be invoiced. These include:
- Creation of ads and content
- Efforts related to campaign setup and targeting
- Management of ad accounts and ongoing optimization
Already booked media costs (e.g., ad budgets) are generally non-refundable and will be fully charged to the Customer. Any unused media budget will be refunded to the Customer if and to the extent that this is possible under the respective platform's terms—or applied to other campaigns.
Consequences of Termination
Upon termination of the campaign, the Contractor’s access to the Customer’s social media accounts, ad accounts, and analytics tools shall expire, unless otherwise agreed.
The Contractor is not obligated to retain campaign data after the contract ends, unless statutory retention obligations apply.
Upon the Customer’s request, a final report can be prepared for an additional fee.
Special Provisions in Case of Force Majeure
In the event of force majeure (e.g., natural disasters, pandemics, legal restrictions), both parties are entitled to suspend or terminate the campaign. In such cases, services rendered up to that point will be invoiced. Any further claims are excluded.

§8 Copyright and Usage Rights to Content (Supplementing §6 of the General Section)

Copyright of Created Content
All content created by the Contractor under the contract including but not limited to ads, graphics, videos, texts, campaign concepts, and technical implementations (e.g., tracking codes) is protected by copyright and remains the intellectual property of the Contractor or its commissioned third parties.
Unless otherwise agreed, the Contractor retains copyright ownership of the created content even after full payment has been made.
Granting of Usage Rights
Upon full payment of the agreed fee, the Customer is granted a simple, non-exclusive, non-transferable right to use the created content. This right is limited in time and scope to the purpose contractually agreed upon (e.g., execution of social recruitment campaigns).
Standard usage rights include:
- Use of the content on the Customer’s own social media channels
- Use for the duration of the agreed campaign
- Publication in connection with the advertised job or campaign
Post-Contract Usage Options
Depending on the agreement, different models apply for the use of content after contract termination:
- Standard Model (Limited Use):
  After the end of the contract, the Customer’s right to use the content expires, unless a separate agreement has been made. The Customer may not continue to use ads, graphics, or videos without the Contractor’s prior consent.
- Extended Usage Right (Unlimited):
  The Customer may be granted a perpetual usage right, which continues beyond the end of the contract. This is subject to a one-time additional licensing fee.
- Exclusive Usage Right:
  In exceptional cases, the Customer may be granted exclusive usage rights, meaning the Contractor may no longer use the content for other clients.
- Buy-Out Model (Full Transfer of Rights):
  The Customer may acquire full copyright and usage rights (buy-out). In such cases, all rights to the content are transferred to the Customer in return for an appropriate fee.
Use of Third-Party Content
If third-party content is used in the campaign (e.g., stock photos, licensed music), the terms of use of the respective licensors apply. In such cases, the Customer only receives the rights granted under the third-party license. The Contractor is not liable for any use of such content beyond the contractually agreed purposes.
Prohibition of Editing and Distribution
Without the express consent of the Contractor, the Customer is not permitted to alter, edit, reproduce, or distribute the created content to third parties particularly not for commercial purposes outside the originally agreed scope of use.
Necessary technical adaptations for publication on the Customer’s own channels are exempt from this restriction.
Attribution
The Contractor has the right to be credited as the author or agency on the created content, provided this is customary in the industry. The Customer may not remove such attribution without prior written consent from the Contractor.
Contract Breach and Penalties
In the event of unauthorized use of the content by the Customer after contract termination or beyond the agreed usage scope, the Contractor reserves the right to claim a contractual penalty.
Additionally, the Contractor may assert cease-and-desist and damage claims under applicable copyright law.

§9 Liability for Third-Party Platform Services

Disclaimer of Liability for Technical Disruptions
The Contractor assumes no liability for technical disruptions, outages, or limitations caused by third-party platform services. This applies in particular to social media platforms such as LinkedIn, Facebook, Instagram, X (formerly Twitter), or comparable services.
This includes, but is not limited to:
- server outages, system failures, or performance issues of the platform
- malfunctions of interfaces (APIs)
- delays in ad delivery
- limitations due to changes in platform policies
The Contractor shall not be liable for resulting revenue losses, reduced reach, or delays in campaign execution.
No Control Over Algorithms and Reach Logic
The Contractor has no influence over the functioning of algorithms, content delivery mechanisms, or changes to reach distribution logic made by platform operators.
This specifically includes:
- changes to targeting options or ad formats
- adjustments to algorithm logic for reach distribution
- modifications to platform terms of use
- effects of ad blockers or restrictions due to privacy regulations (e.g., cookie consent rules)
The Customer acknowledges that such changes may occur at any time at the discretion of the platform provider, and the Contractor cannot be held liable for them.
Availability of Platform Services
The availability of the platforms used lies outside the Contractor’s control. The Contractor is therefore not liable for:
- planned or unplanned maintenance by the platform
- regional or global outages of social media services
- restrictions due to legal requirements or regulatory changes
Non-availability of a platform does not entitle the Customer to reduce payment or claim damages.
Customer Obligations in the Event of Platform Issues
The Customer is obligated to promptly inform the Contractor of any significant disruptions or anomalies in campaign delivery. The Contractor will make every reasonable effort to investigate the matter but cannot guarantee resolution of platform-related problems.
Disclaimer for Third-Party Policies
The Contractor is not liable for ad, campaign, or account suspensions resulting from violations of the respective platform’s guidelines. The Customer is responsible for ensuring that the content provided complies with the applicable platform policies.
In case of suspensions, the Contractor will support the Customer but is not responsible for the outcome of any review processes conducted by the platform operators.
Limitation of Liability
Insofar as the Contractor is nonetheless held liable, liability is limited to cases of intentional or grossly negligent conduct. Liability for indirect damages, loss of profits, or consequential damages is excluded to the extent permitted by law.