General terms and conditions

1. Scope

1.1

StepStone Deutschland AG (hereinafter referred to as "StepStone") and the undersigned business partner (hereinafter referred to as "customer") agree to fulfil the performance of their contract pursuant to these terms and conditions and the price list. StepStone's terms and conditions, together with the additional terms and the price list contain the whole agreement between StepStone and the customer. Any terms and conditions of the customer do not apply, unless StepStone explicitly consents to them in writing.

1.2

The version of StepStone's terms and conditions in force at the time of the last concluded contract with the customer, shall apply to the relationship between StepStone and the customer. These terms and conditions only apply to business customers and not to consumers.

2. Conclusion of Contract

2.1

The contract is concluded when StepStone receives the signed acceptance of the contract offer, which shall contain the date, company stamp and signature of the customer. Amendments and additions to the contract as well as statements and individual instructions must be made in writing. Faxes are considered to be a written form. Electronic form, including email is excluded. Conditioning out the written form requirement also requires written form. If StepStone receives the acceptance oft he contract offer after the end of a deadline for the offer, this shall be deemed a new offer made by the customer. The contract is then concluded by acceptance by StepStone wich will either be made explicitely in textform or implicitly by provision of the services.

3. Description of services

3.1

The contract obliges StepStone to publish the products and perform the services agreed upon in the contract, displayed at www.stepstone.fr ("service elements") in accordance with these terms and conditions. The publishing period in relation to access to application service provider products shall be at least 20 hrs per day. The description of services in our additional terms and conditions applies in addition.

3.2

The contract entitles StepStone to use customer data for trend analysis and surveys, however, results shall be published anonymously.

3.3

Non-competition clauses are not accepted.

4. Remuneration

4.1

Payment for the services performed by StepStone is set out in the price list given to the customer. The price list which was in force and given to the customer at the time when the offer was made to the customer shall be valid. services that are not included in the StepStone price list are subject to individual agreements between StepStone and the customer.

5. conditions of Payment

5.1

Payment referred to in section 4, includes all additional costs such as e-mails, telephone calls, fax, data transmission, copies and postage which are usually incurred. The cost of corrections and proof-reading that have occurred as a result of the customer supplying incorrect data are not included. StepStone will inform the customer if the additional costs exceed the average amount in relation to individual orders. The customer is obliged to pay StepStone for these additional costs if he has consented to them.

5.2

If a service element is published containing an error, the first correction of the incorrect service element is free of charge provided that the error was not caused by the customer's faulty performance. Thereafter every additional correction shall be charged for according to StepStone's price list valid at the time when the order for correction was made. However if StepStone makes a mistake in the first correction, the first additional correction shall be free of charge

5.3

The customer will be invoiced immediately after the first rendering of a service element and at the latest 14 days after the conclusion of the contract if no service element has been rendered due to the fault of the customer. Payment is due 10 days after receipt of the invoice, without deductions.

When a default in payment or a deferment of payment has occurred interest will be charged at the rate of 8% above the base rate of the European Central Bank and collection costs will also be charged. In addition thereto StepStone may claim dunning charges in the amount of 15,- €. In the event of a default in payment, StepStone can suspend further performance of the contract until the payment has been made in full. This shall not apply if the customer is entitled to assert a right of retention. If the parties agreed on payment by instalments, and an instalment is not paid 30 days after the due date, the whole of the remaining amount shall become payable immediately.

5.4

All prices exclude any VAT legally payable on the date of the invoice.

5.5

If payment is made from abroad, cheques for less than 1,000 Euros will only be accepted if an administration charge of 25,- € is paid in addition. Payment by bank transfer from abroad will only be accepted if all bank fees and expenses are paid by the customer.

Any payments made by the customer will be credited against the oldest outstanding invoice. StepStone may refuse to fulfil its services until customer has made all outstanding payments.

6. The Basis of Cooperation
 
6.1

StepStone is committed to continually optimise the number of responses to advertisements of the customer and to improve the quality and quantity of the searchable applications. This includes working together with several cooperation partners in all media (including online, offline, TV, mobile and moving pictures media and any new forms of exploitation). The customer hereby gives StepStone the right to publish service elements without prior notice in online and offline media, print media and audio and video media. StepStone pays special attention to the image and quality of its cooperation partners.

6.2

The customer's rights under this contract are neither transferable nor assignable. The contract can only be transferred to a third party with StepStone's consent.

6.3

After concluding this contract the customer agrees to receive by e-mail or post questionnaires, newsletters and other commercial communications that help StepStone to improve and maintain its quality standard. The customer can withdraw his consent at any time without formal requirements and the withdrawal of consent will be immediately effective.

6.4

The customer shall ensure that he receives emails from StepStone unobstructedly and will set StepStone as "trusted server". This shall avoid that online applications, which are sent through StepStone's online application form, are filtered by client's spam filters. The same applies to correspondence under this agreement.

6.4

StepStone reserves the right to not execute orders placed by the customer or to withdraw service elements that have already been published if they breach legal provisions, official regulations, the rights of third parties or good morals ("illegal content"). This also applies if links included in the customer's service elements lead directly or indirectly to pages containing illegal content. The customer's payment obligation remains unaffected. StepStone shall only be obliged to remove illegal content that breaches legal provisions and/or at the request of the customer. The customer undertakes to indemnify StepStone and hold StepStone harmless against all payments and legal costs incurred due to illegal content or breach of law on first demand.

6.5 

In particular this includes following content:

• If a self employed or freelance job is posted, it must be made explicitly that the job is self employed or freelance.
• If the candidate has to make payments or investments (including training and/or travel fees), this must be made explicitly clear in the service element. The same applies where a commission is paid for the attraction of new members to a closed system.
• service elements must refer to a specific vacant position or job.
• Ads for club memberships and ponzi schemes, pyramid sales or similar are not allowed. (Art. 16 of the German law against unfair competition).
• service elements must specify the job position correctly and must not be misleading
• Websites that are linked to, must comply with legal requirements, and must in particular have a section that contains the legal information needed in accordance with German statutory and case law.
• Any service elements that violate anti discrimination law

If these requirements are not fulfilled the content shall be deemed Illegal Content as per clause 6.4.

6.6

StepStone bears no responsibility for received data, texts for advertisements or the corresponding storage media, and in particular is not obliged to preserve or return these items to the customer.

6.7

StepStone is entitled to use vicarious agents.

6.8

The customer is responsible for configuring and arranging his infrastructure in accordance with the prevailing state of the art so that it becomes neither a target nor a source of disruptions which could affect the Internet service supplied by StepStone or trouble and fault free network operation in general.

6.9

The customer guarantees that all of his content or parts thereof published by him on the Internet or given to StepStone for publication are not encumbered by third party rights. The customer shall indemnify StepStone and hold StepStone harmless against any damage StepStone suffers from an infringement of this provision by the customer on first demand.
 
7. Intellectual Property Rights

7.1

This contract does not transfer any (intellectual) property right, licence or right of use from StepStone to the customer. All of StepStone's rights (including but not limited to copyright, trademark rights, sui generis database rights, logos, titles as well as any other commercial rights) remain StepStone's (intellectual) property without restriction.

7.2

All material and content published by StepStone is subject to StepStone's intellectual property rights (copyright, trademark rights and sui generis database rights), except for the individual elements of such material and content designed by the customer or a third party that are already subject to a customer's or third party's intellectual property rights and that have not been modified/revised by StepStone.

7.3

By placing the order for publishing job listings on the Internet, obtains the sole database right to the customer's job listings published in the database by StepStone.

7.4

The customer is responsible for ensuring that the content to be published complies with press law, competition law and other applicable provisions.

7.5

By placing the order, the customer warrants and guarantees that he has obtained all necessary exploitation rights, copyrights and ancillary copyrights that are required for the publication of his data and content on the Internet.

8. Warranty

8.1

StepStone warrants that it will fulfil the services ordered by the customer to be rendered by StepStone on the Internet in a manner that complies with usual technical standards. The customer shall provide all information and other documentation required for achieving the objectives set out in the contract. This includes, in particular, the delivery of advertisement texts and layouts in a digital form. This also includes the customer's obligation to immediately inform StepStone if one of the service elements becomes outdated. Furthermore, the customer is obliged to fulfil the requirement to co-operate as described in the corresponding additional terms and conditions or, when available, as described in the product descriptions for the various service elements. If these requirements are not fulfilled in time, StepStone's period of performance shall be prolonged accordingly.

Warranty claims shall neither exist in case of immaterial deviations from the agreed quality nor in case of immaterial impairment of the usability. The customer shall notify defects in writing immediately and at the latest 7 days after the service elements have been put on the Internet. If StepStone's is liable for a defect of a service element, StepStone shall initially correct the defect by displaying the service elements for a longer period. Only if this measure fails, the customer is entitled to claim a price reduction or may withdraw from the agreement about individual service elements. Upon StepStone's request the customer must inform StepStone within a reasonable period if he insists on the delivery of the services or if and what other rights he claims because of the delayed services. In the case of repeated clients, the client may terminate the entire contract for the future. Termination of the contract shall not be effective insofar as service elements have already been published.

StepStone shall be liable for damages - irrespectively of their legal basis - in case of gross negligence and intent. In case of slight negligence StepStone shall only be liable for a) damages because of death, injuries of the body or health, or, b) damages resulting from the violation of an essential contractual obligation (an obligation that must be fulfilled to enable the correct execution of the agreement and which the customer may usually trust and may trust that it will be fulfilled); however, in this case the liability is limited to usual damages foreseeable under the contract.

The limitations of liability set forth in clause 8.3 do not apply if StepStone has fraudulently concealed a defect or guaranteed its absence. The same applies to claims under product liability law.

In case of a violation of StepStone's obligations that is not a defect, the customer may only withdraw from or terminate the agreement if StepStone is responsible. 

All liability claims shall become time barred after one year of the date on which the customer was aware or should have been aware without gross negligence of the client giving rise to such claim.

If a claim is raised against thecustomer by a third party because of an alleged infringement of patents, copyrights, trademarks or business secrets because of a service provided by StepStone ("IPR-infringement"), StepStone shall indemnify the customer from all costs (including reasonable costs for legal defence) and claims that occur to the customer due to final decisions of a competent court or any settlement agreement entered into by StepStone, provided that (i) the customer informs StepStone in writing within at most twenty days after a third party claim has first been made (ii) StepStone remains the full control in defending any claims because of an IPR-infringement and (iii) the customer provides reasonable support and all information to enable StepStone to fulfil its obligations hereunder. The indemnification in this clause shall not apply for any measures or declarations that have been made without StepStone's prior approval and shall not apply if the customer continues an IPR-Infringement after he has been informed of changes or modifications that would have avoided an infringement. If an IPR-Infringement is determined by a competent court or if StepStone considers an IPR-Infringement possible, StepStone may in its discretion either (i) at its own expense replace or modify its services so that no IPR is breached ,(ii) obtain an exploitation right to use the IPR for the customer or (iii) if measures according to (i) and (ii) are not reasonable or possible, terminate the agreement with immediate effect. The client shall immediately inform StepStone in writing, if it becomes aware of such breaches of third party IPR.

9. Confidentiality

9.1

StepStone shall treat as confidential all information delivered pursuant to this contract which is marked confidential. This obligation of StepStone shall also continue after this contract has expired.

9.2

Upon accepting the offer, both parties agree to mutually comply with all applicable privacy and data protection laws.

9.3

The customer is advised in accordance with data protection laws that StepStone stores his data in a machine readable form and uses it according to the purposes of this contract.

9.4

It is the customer's responsibility to treat any ID, password or username or other security device provided for the use of the services with due diligence and due care and to take all necessary steps to ensure that they are kept confidential, secure, are used properly and are not disclosed to unauthorized persons. The customer will be held responsible for any usage of his password or his username by third parties unless the customer provides evidence that the access to such password or username by such third parties has not been enabled by him and that the cause of any such access attained does not lie within his sphere of influence. The customer must immediately inform StepStone if it is likely or has become known that someone not authorised is using his password or username or if they are being or are likely to be used in any unauthorized way. In the event of a breach of any material obligations of the customer under this contract, in particular including but not limited to the infringement of any obligation described in this section, StepStone is entitled to immediately interrupt the operation of its services without further notice and without releasing the customer from any payment obligations.

10. Term

10.1

This agreement shall be effective from the date on which StepStone receives a signed version of the contract. The term agreed therein shall begin with the rendering of the first service element. If the customer is responsible for the late rendering of the first service element the contract shall, at the latest, begin 14 days after the date StepStone receives the signed contract. This contract terminates automatically after the agreed period has expired, unless the additional terms and conditions set out below contain different provisions.

10.2

service elements can only be ordered during the agreed contractual period. The client's right to order service elements that have not been claimed before the termination of the contract shall end with the termination of the contractual period.

11. Miscellaneous

11.1

The laws of Germany shall exclusively apply to this contract. The courts of Düsseldorf shall have exclusive jurisdiction for disputes arising out of this contract.

11.2     

service elements can only be used during the term. After the end of the contractual term the customer's right to claim service elements that where not used during the term shall expire.

Additonal terms and conditions

advertisements

1. Description of services

1.1

These additional terms and conditions for job listings, banners and company presentations ("advertisements") apply in addition to our general terms and conditions and prevail in case of doubt. StepStone shall publish advertisements on the Internet on behalf of the customer. The description of the advertised job position must not be amended during the term of the advertisement. In case of non compliance StepStone reserves the right to charge an additional amount subsequently.

1.2

StepStone is allowed, but not required, to publish advertisements on websites owned and operated by StepStone and directed towards certain professional categories ("Channels") and may refuse publication on Channels in its sole discretion. In addition, StepStone is entitled, but not obliged, to publish advertisements in other media, offline or online or by print or to distribute advertisements to third parties for further publishing. StepStone cooperates with media partners for this purpose, and hosts the StepStone job board or parts thereof at further URLs without requesting prior approval from the customer. A list of cooperating media partners can be requested from StepStone. StepStone will not charge any additional fees for such additional performance.

1.3

The above description of services is comprehensive.

2. Duration of Publication

2.1

Unless otherwise agreed, a job listing is displayed for a period of 30 days, a banner for a period of 7 days.

3. Box Number advertisements

3.1

StepStone offers to publish box number advertisements. Incoming electronic applications will be forwarded without adaptation or viewing the content to an e-mail address of the customer. StepStone is not responsible for the content of such forwarded applications. Only electronic applications will be considered for forwarding, offline applications will not be forwarded. Also, applications with a clear lock flag will not be forwarded. StepStone is not liable for the content of the applications. StepStone reserves the right to delete applications with obvious Illegal Content (as described in clause 6.4 of the general terms and conditions).
The customer is obliged to treat box number advertisements in accordance with local laws and data protection regulations. The customer indemnifies StepStone on first demand against all claims of third parties arising from the customer's client to comply with legal or data protection provisions.

4. Offers that are subject to change: International Deals, free services, job ads for training and internships

4.1

Offers and rates for international deals are subject to change until the specific advertisement is placed and depend on StepStone's continued cooperation with its cooperation partners in the respective countries. A change of StepStone's conditions for international deals does not entitle the customer to terminate framework agreements.

4.2

In its sole discretion StepStone may offer certain services free of charge from time to time to specific conditions. All services free of charge are subject to change and can be suspended or terminated by StepStone at any time. The customer can not claim continued fulfilment of services free of charge.

4.3

The placement of advertisements for training and internship contracts is provided in accordance with clause 4.2 as self service.

5. Miscellaneous
 
5.1

The customer is advised and agrees that StepStone cannot prevent the unapproved publication of job listings by third parties. StepStone shall however, subject to technical and legal limitations, use its best efforts to prevent such unapproved publication. The customer agrees thereto.

5.2

The customer shall hereby assign to StepStone any rights in the ownership of a database that may exist with respect to any multiple advertisements delivered to StepStone for publication. In particular, the customer acknowledges that StepStone is the producer of the database of such job listings and has the sole database right to the customer's job listings published in the database by StepStone.

5.3

An offer from StepStone for a price lower than the price mentioned in the price list is only valid in relation to the specific customer and under the specific conditions such an offer was made by StepStone. It is not valid for a customer who wants a third party, for example, an agency to act on his behalf.

5.4

The transfer of an advertisement agreement ("reselling") to a third party requires StepStone's prior consent.

5.5

Four bottom advertisement banners are displayed at the bottom of the site (place of advertisement: left, centered and right). The customer can not claim a specific place of publication for the advertisement banner. Places of advertisement are set by rotation. That means the customer shares the place of advertisement with other advertisements. All advertisement are displayed for a predefined, recurring time period until the end of the term.

5.6

StepStone continually endeavours to optimize the search results at www.stepstone.de, having the goal to achieve optimal results for customers. As far as the categorization of advertisements is done by the customer, the customer is obliged to do these in a correct and reasonable way. StepStone reserves the right to amend the categorization in its discretion. The customer can not claim publication of his advertisements in specific categories selected by him.

Certain advertisements

These additional terms and conditions for certain advertisements apply to Image Ads, Newsletter Ads, JobAgent Ads, Skyscraper as well as to Selected Job offers (collectively referred to as "Certain advertisements") and apply in addition to our general terms and conditions and the additional terms and conditions advertisements and prevail in case of doubt. The applicability of the general terms and conditions and the additional terms and conditions advertisements to other products remains unaffected. StepStone shall on behalf of the customer, publish a presentation of the customer provided by customer in form of a "Company of the week"-banner and Premium Job (hereinafter referred to as "Company Ad") on the Internet.

1 Description of service

The following descriptions of services are an exhaustive description of the services owed by StepStone. No further functionalities or services are owed.

1.1 Image Ads

On behalf of the customer StepStone publishes a Company of the Week banner and a Premium Job (hereinafter "Company Ad") provided by customer on the Internet. The Premium Job will be placed at a prominent position of one of the StepStone target group Channels. The Company of the Week Banner is published at a prominent position on StepStone's homepage or one of the StepStone target group Channels. At the StepStone website only one Company of the Week banner will be published. The Company of the Week Banner is not subject to rotation. At the StepStone target group Channels only one Company of the Week Banner will be published per Channel and an unlimited number of Premium Jobs will be published at 10 locations that are subject to rotation. Unless otherwise agreed, Image Ads will be published for a period of 7 days.

1.2 Newsletter Ads and Top Job Ads

On behalf of the customer StepStone publishes an advertisement provided by the customer in the StepStone newsletter ("Newsletter Ad") and an ad at a prominent position within the StepStone newsletter ("Top Job Ad").

The Newsletter Ad and the Top Job Ad will be published by StepStone under strict compliance with the legal requirement to clearly separate adverts from editorial content.

The Newsletter Ad is published either as text ad or banner ad and may contain a link to customer's homepage or certain advertisements published by StepStone. The size of the text ad must not exceed 300 characters. Unless otherwise agreed, Newsletter Ads will be published in one issue of the Newsletter. Only one Newsletter Ad is published per newsletter.

The Top Job Ad includes the customer's company name and the advertised position and will be published at a prominent position within the newsletter and will link to customer's job at StepStone. No more than six Top Jobs Ads will be published per newsletter.

The customer is aware that the newsletter is sent to subscribers only. The subscribers can subscribe to the newsletter free of charge. Subscribers can unsubscribe at any time. Therefore StepStone can not guarantee a certain number of recipients.

JobAgent Ad

On behalf of customer StepStone publishes an advertisement provided by customer in StepStone's regularly released JobAgent (hereinafter referred to as "JobAgent Ad"). The JobAgent Ad consists of a text ad and an animated graphic banner. The text ad must not exceed 300 characters (including headers and spaces), the animated ad must not exceed 180x50 px/10 kb.
The JobAgent Ad will be published by StepStone under strict compliance with the legal requirement to clearly separate adverts from editorial content. The JobAgent Ad may contain a link to certain advertisement published by StepStone, an overview of advertisements published by StepStone, StepStone Company presentation or recruiting events at customer's homepage.
Depending on the specific order and unless otherwise agreed, Job Agent Ads are published as follows:

• Once in anissue of the Job Agent for a specific target group, or
• Once in an issue of the Job Agent to all candidates that have registered for the JobAgent, or
• Seven days in a row, each daily in every issue to all candidates that have registered for the JobAgent. This ensures that every candidate that has registered for the JobAgent receives at least one issue containing the ordered Job Agent Ad.
• Seven days in a row, each in every daily issue targeted at a specific target group.

Only one JobAgent Ad will be published per JobAd.

The customer is obliged to provide any material for the advertisement completely and correctly at the time of booking, alternatively two days prior to the scheduled date of publication to StepStone at the latest. If the material is not provided to StepStone in time, completely and correctly, customer shall have no right to claim publication. StepStone's right to payment remains unaffected. The customer is aware that the Job Agent is sent to subscribers only. Subscribers can register for the Job Agent for free, but they will only receive a Job Agent when at least one open position fits the subscribers profile. Subscribers can unsubscribe from the Job Agent and exclude specific senders, so that StepStone can not guarantee a certain number of recipients.

1.4 Direct Mail

On behalf of customer StepStone sends an email in customer's individual layout to selected candidates from the StepStone CV-Database, which have explicitly consented to this kind of information ("Direct Mail"). The Direct mail may contain a specific job offer, an announcement of career events or a presentation of the customer including a link to open positions.
The customer is obliged to provide any material for the advertisement completely and correctly at the time of booking, alternatively two days prior to the scheduled date of publication to StepStone at the latest. If the material is not provided to StepStone in time, completely and correctly, customer shall have no right to claim publication. StepStone's right to payment remains unaffected.
The customer is aware that the Direct Mail is sent to subscribers only. Subscribers can register for the Direct Mail, can unsubscribe and exclude specific senders, so that StepStone can not guarantee a certain number of recipients.

1.5 Skyscraper Ad

The Skyscraper is published at a prominent position at the StepStone homepage and at the search results list or if specifically agreed at one of theStepStone's target group Channels. The Skyscraper is created by StepStone in a standard layout in html. Creation as flash is not provided. Unless otherwise agreed, the Skyscraper will be published for a term of seven days. Only one Skyscraper is published per week. The Skyscraper is not subject to rotation.

2 Offers subject to change

2.1

Due to the limited availability of the certain advertisements the customer can not claim publication in a specific period. However, StepStone endeavours to respect the customer's preferences as far as possible. In case of JobAgent Ads this is only possible if StepStone is informed of the desired date of publication - or in case of a change request the alternative date - five working days in advance. The customer shall normally be informed about the time of publication within three days, at the latest within one week after placing of the order.

2.2

At any time StepStone may change the position of the Image Ad within the website, of the Newsletter Ad within the Newsletter, of the JobAgent Ad within the JobAgent and of the Skyscraper within the website as well as the appearance of the respective frame. Due to legal reasons StepStone may also make amendments, including amendments to the content of certain advertisements.

CV Database

1 Description of services

1.1

These additional terms and conditions CV Database apply in addition to our general terms and conditions and prevail in case of doubt. StepStone operates databases on the Internet which contain CVs of jobseekers ("candidate"). candidates can enter their CVs into the databases. By activating the CV the candidate publishes the CV either in anomyised form, i.e. without making personal data publicly accessible ("anonymous CV"), or in such a way that his personal data is directly accessible in the database ("public CV"). The customer, that orders an access to the CV database, may directly view public CVs and contact the candidates behind the CV and in case of anonymous CVs may, via the StepStone electronical system, send a contact request to the candidate behind the CV.

1.2

StepStone only grants access to the CV Database to customers for their own personal needs. No customer may forward access to the CV Database or anonymous CVs to third parties. It is not allowed to access the CV database for enticement of customers. No customer may place deep links from his own web site to the CV Database ("Deep Links"). StepStone reserves the right to take immediate legal action against any infringement of this clause without giving any prior warning notice.

1.3

The customer may make use of certain functionalities in the "CV-Centre". The service does not include any data backup for the customer. Data may be removed or deleted from the back-office at any time without giving prior warning. Data will automatically be removed from the CV-Centre for data protection reasons as soon as a candidate deletes his CV from the CV Database. The CV Database must not be used for any purposes violating antidiscrimination law.

1.4

If the customer saves the personal data of candidates on his own systems he is obliged to comply with further monitoring duties. Should a candidate delete his CV from the StepStone Database and the CV Center, the customer is obliged to immediately delete such data from his own systems. He is then also obliged to destroy any related hard copies.

1.5

The customer is entitled to contact up to 500 CVs from the CV Database per month through the CV Database.

1.6

In case on anonymised CVs candidates may block certain companies from accessing their CV. In such cases the respective customer can not send a contact request to the candidate.

2 Obligations of the customer

2.1

The customer warrants that he will comply with all legal provisions, third party rights and good morals. Clause 6(4) of the general terms and conditions shall prevail.

2.2

In particular, the customer warrants not to forward or otherwise communicate the personal data of candidates, to respect their confidentiality and to comply with all applicable data protection and privacy rules. The customer is advised that, if a candidate should approach StepStone requesting the deletion of any data relating to the candidate, and StepStone thereafter gives notice to the customer of this request, the customer is obliged to delete any hard copy or electronic files or data relating to a certain candidate Profile immediately.

2.3

The customer undertakes to indemnify StepStone against all losses, costs, claims, damages or other expenses that are caused by the customer, unless StepStone is responsible.

2.4

candidates are responsible for completing their candidate Profiles. Therefore, StepStone does not warrant their completeness, correctness, accuracy or accessibility. StepStone does not warrant any degree of response.

2.5

The data of jobseekers registering on the StepStone sites ("candidates") is strictly confidential and may only be stored, or used according to applicable data protection laws. The customer is only entitled to contact candidates for filling certain vacancies. StepStone is entitled to block the account of the customer and withhold access to candidate data in cases of infringements by the customer.

2.6

The customer is advised that special terms apply to data transfers outside the European Union. generally, such data transfers require the consent of the candidate - even if the transfer occurs within a corporate group.

3. Pricing models

3.1

Depending on the specific price model agreed upon the customer can access a predefined number of CVs in the CV Database for one month or pay per accessed CV or per number of searches he ran and may contact up to 500 CV profiles individually in order to fill a specific open position, in case of public CVs directly and in case of anonymous CVs after prior contact request. The number of contacts is limited to 500. Mass mails and spam mails are not permitted.

Job Feed

1. Description of services

1.1

These additional terms and conditions Job Feed apply in addition to the general terms and conditions and prevail in case of doubt. By ordering the Job Feed services, StepStone is obliged to automatically mirror the job listings on the customer's web site on the StepStone web site during the contractual period. The mirroring process is fully automated. Every advertisement of the customer will be published in an identical form. additional manual changes are not provided. This description of services shall be deemed as an agreement of functionality and is comprehensive.
No other functionalities are granted.

1.2

Job Feed is a complex software solution. A good co-operation between the parties ensures its successful implementation and the expected functionality. The current Job Feed product description and the Job Feed technical documentation contain obligations of the customer and conditions precedent for a successful usage of the program. The customer is obliged to read this documentation before the Job Feed services start. The customer is advised that its content will be considered as known.

2. Term

2.1

The term shall be agreed individually. Contrary to the general terms and conditions, StepStone shall delete published job listings after these are deleted from the customer's database, and StepStone shall publish job listings after they were entered into the customer's database.

2.2

The Job Feed data mirroring will take place at least once per week.

3. Booking and Acceptance

3.1

Any Job Feed listing published on the StepStone site in the described form and any additional job listing published after or during the initial publishing period of four weeks shall be considered as booked by the customer. A job listing shall be considered as accepted if it has been published for seven days on the StepStone site without the customer rejecting its publication.

3.2

StepStone shall count the job listings that were booked and accepted during the contract period and shall provide the customer with a performance confirmation if requested.

StepStone Boost

1. Description of service

1.1

These additional terms and conditions StepStone Boost apply in addition to our general terms and conditions and prevail in case of doubt. StepStone shall, on behalf of the customer, publish a standard graphical banner ("Boost") on the Internet, which is linked to the customer's job listing published on the StepStone site. This is to increase traffic.

1.2

Boost can only be linked to one job listing. As soon as the job listing is offline, Boost is terminated.

1.3

The position of the Boost banner shall be decided by StepStone. Therefore the customer has no right to have the banner positioned in a specified place.

1.4

The ad-server of the online provider shall be authoritative for the purposes of calculating click-rates.

1.5

No Agency Commission is granted for StepStone Boost.

1.6

The standard graphical banner must not exceed 468 x 60 / 12 kb in size. The StepStone logo will be implemented on the right side of the banner.

2. Term

2.1

Boost shall be published for a maximum of 30 days. Boost will be switched off after 500 , 1200 or 2000 clicks even if the maximum of 30 days has not been achieved.
 

StepStone Recruiter-Space

1. Description of services

1.1

These additional terms StepStone Recruiter Space apply in addition to our general terms and conditions and prevail in case of doubt.
StepStone grants the non-exclusive, non-transferable right to use the StepStone Recruiter Space during the contractual period to the customer. StepStone shall provide the customer with the job listing tool StepStone Recruiter Space for 20 hours a day at http://www.stepstone.de/For-Recruiters/. The Recruiter Space enables the customer to edit and publish advertisements on his own. This description of services is considered to be an agreement of functionality and is comprehensive. No other functionalities are granted.

1.2

StepStone provides the customer with a user ID and a password for accessing the server. The customer may change his password at any time. Within the scope of his general responsibilities, the customer must ensure that his user ID and password can only be used by persons who are authorised to access the StepStone Recruiter Space. The customer is also obliged to consider any additional security criteria he has been informed about.

If an agency acts on behalf of a customer, the same provisions apply. StepStone will grant agencies access rights to the listings of their customers so that they have the possibility of administering listings and of placing new listings on behalf of their customers. For this purpose the agencies will be provided with access to statistics, current contractual data and old listings placed on behalf of the customer. To do so, the agency must obtain the prior approval of its customer and produce this to StepStone, if required by the latter. The agency shall be liable if a customer makes a claim against StepStone because of a potentially unauthorised dissemination of access rights and information.

2. Data Protection

2.1

If personal data is processed, the customer is obliged to comply with all applicable data protection regulations by concluding suitable agreements with his employees and/or by taking adequate organisational measures. This applies in particular to the collection, processing, editing, transfer and deletion of data. StepStone is entitled to store the personal data of the customer and may process this data within the scope of this contract.

Online Ordering

1. Description of services

1.1

StepStone publishes advertisements on the Internet on behalf of the customer. These additional terms and conditions Online Ordering apply in addition to our general terms and conditions and our additional terms and conditions advertisements and in case of purchase of a CV account, and prevail in case of doubt.

1.2

This description of services is exhaustive.

2. Written Form

2.1

Contrary to StepStone's general terms and conditions the mandatory written form shall not apply. Contractual declarations (Willenserklärungen) can validly be made by both parties without any formal requirements.

2.2

The contract is concluded, when StepStone accepts the customer's order. StepStone shall accept the order within one week by email conformation. The confirmation of the reception of the order (§ 312 e BGB) is generated automatically and shall not be considered an acceptance of the order.

2.3

The products and rates published at StepStone's websites are subject to change. StepStone endeavours to publish correct products and rates at all times. StepStone shall be obliged to provide the products at the defined prices only after the customer has received StepStone's acceptance of the order.

3. terms of Payment

3.1

No agency commission is granted for Online Ordering.

3.2

generally, the customer can choose to pay by direct debit or within 10 days of receipt of an invoice. In all other cases the provisions of clause 4 and 5 of the general terms and conditions shall apply.

3.3

StepStone grants refunds in accordance with statutory provisions.

4. customer Information Obligations

Pursuant to German law (§ 312e BGB, § 3 InfoV) StepStone informs the customer as follows:

4.1 

In order to make an offer for a contract the customer is taken through following technical steps:

•  
• The customer has to fill in the order form including the advertisement template
•  
• Advertisement preview is displayed on every page until the placing of the order
•  
• The customer reads and accepts the terms and conditions
•  
• The customer clicks on "placing order"
•  
• The customer is sent an electronic acknowledgement of receipt of the order (this is not the order confirmation, but the confirmation that the order was received)
•  
• Order confirmation from StepStone

The contract is concluded when the customer receives StepStone's order confirmation. Thereafter the advertisement will be published online.

4.2

These terms and conditions (general terms and conditions, additional terms and conditions advertisements and additional terms and conditions Online Ordering) together contain the entire terms of the contract for the online ordering of an advertisement. The price for an Online Ordering is defined in the price list which was live and published at http://www.stepstone.de when the customer received StepStone's offer to enter into a contract. The legal relationship resulting from the (free of charge) visit to the StepStone web site is explained and defined in detail in our terms of Use.

4.3

In accordance with German law (§ 312 e Abs. 1 S. 1 Nr. 1 BGB), StepStone provides technological means that help to identify and correct any errors entered before the order is placed. The most important element in this context is the advertisement preview on each of the three pages of the application form.

4.4

The contract language is German.

4.5

StepStone will store the customer's order. The customer will not have access to his online order.

4.6

StepStone complies with German data protection standards, its terms of use and the conditions set out in its privacy statement. 

Video Ads

1. Description of service

1.1

On behalf of the customer StepStone publishes short videos that have been produced with the customer's involvement containing information about customer and open positions on the Internet ("Video Ads"). These additional terms and conditions Video Ads apply in addition to our general terms and conditions and prevail in case of doubt

1.2

This description of services is comprehensive.

2. Rights of use

2.1

StepStone offers two types of Video Ads. On the one hand videos that are produced by StepStone or provided to StepStone by the customer (hereinafter referred to as "StepStone Videos") and on the other hand such videos that are produced by StepStone's cooperation partner JobTV24 for the customer (hereinafter referred to as "Cooperation-Videos").

2.2

Section 3 shall apply to Cooperation-Videos, section 4 shall not be applicable to Cooperation-Videos.

After StepStone's prior approval, customer may use the Video Ads for its own purposes on its website or on websites of cooperation partners. StepStone will not unreasonably withhold approval. StepStone may make the approval subject to additional payment, unless the Video Ad was produced by customer. The customer must not publish the Video Ad on other job boards.

2.3

customer is informed and accepts that the term "Video-Stellenanzeigen" is protected under trademark law and the customer will accept this protection in all legal aspects. 

If the customer has produced the Video Ad he shall not be entitled to publish the Video Ad without StepStone's prior approval, unless otherwise is agreed. StepStone may also use the Video Ad on websites of its cooperation partners worldwide.

§ 3 Cooperation-Videos

•  
• Cooperation-Videos are produced by JobTV24 GmbH, Eiswerderstraße 18, 13585 Berlin. Parties of the agreement about the production shall solely be the customer and JobTV24, the general terms and conditions of JobTV24 apply (http://www.jobtv24.de/de/fuerunternehmen/agb). StepStone shall not enter into the contract with the customer about the production of the Cooperation-Video, but will act in the name and on behalf of JobTV24 GmbH.
•  
• StepStone publishes the Cooperation-Video or includes it in Video-Ads. 
•  
• The customer warrants and guarantees that Cooperation-Videos will not contain any illegal content and its publication will not violate any applicable laws and will not infringe any third party rights. Clause 6.5 of the general terms and conditions applies.

§ 4 StepStone-Videos

•  
• StepStone and customer agree that StepStone shall own (or shall be granted) the worldwide, exclusive copyright (or exploitation right) unrestricted in space and time in and to the StepStone-Videos for all existing forms of exploitation. This includes but is not limited to the right of reproduction, right of diffusion, right to broadcast and making available right. StepStone may grant sublicenses. 
•  
• After StepStone's prior written approval, the customer may publish the StepStone-Videos at his website or at websites of its partners. StepStone will not unreasonably refuse the approval. StepStone may make the approval dependant on payment of an additional fee, unless the StepStone-Video was produced by the customer. The customer shall not be allowed to publish the StepStone-Video at other jobboards.
•  
• If the customer has produced the StepStone-Video the customer shall not be allowed to publish or distribute the StepStone-Video without StepStone's approval, in particular the customer shall not make it available in networks unless the parties have agreed otherwise. StepStone is allowed to publish the StepStone-Video without further approval on its cooperation partners websites.
•  
• The customer warrants and guarantees that StepStone-Videos will not contain any illegal content and its publication will not violate any applicable laws and will not infringe any third party rights. Clause 6.5 of the general terms and conditions applies. This clause 4.4 shall apply only insofar as the customer is responsible for the illegal content. If StepStone is responsible for the Illegal Content, this clause 4.4 shall not apply.

Crossmedia Products

1. Description of service

1.1

These additional terms and conditions Crossmedia Products apply in addition to our general terms and conditions and the additional terms and conditions for advertisements and prevail in case of doubt

1.2

On behalf of the customer StepStone publishes advertisements on the Internet. additionally StepStone shall ensure that such advertisements shall also be published in modified form in defined print publications ("Crossmedia Products"). Crossmedia Products consist of an online part and an offline/print part. Publication in just one medium is excluded.

1.3 

The online part shall be designed as standard or individual advertisement (s. additional terms and conditions advertisements) The layout and design of the print part depends on the type of product. It will always be published in a context defined by StepStone and the print media and branded by StepStone (e.g. Hamburger Abendblatt). The customer has no right to claim a specific place of publication within the print media or within the context.

1.4

The print part of the Teaser Ad consists of standardized information (job position, pace of employment, name of customer, type of employment, advertisement ID, i.e. the number that leads to the advertisement on StepStone's websites), which will be published in a standard layout. The size is 30 mm x 75 mm. The customer is not allowed to publish contact details, it shall be referred to the advertisement ID, which links to StepStone's job board.

1.5

The print part of the Referral advertisement is - with exception of the size - almost identical with the Teaser Ad. The size shall be one line, 160 mm width. The customer is not allowed to publish contact details, it shall be referred to the advertisement ID, which links to StepStone's job board.

1.7

The Business Card is a print advertisement in a small format (91 mm width x 40 mm height) in "Karrierewelt", the job market of "Die Welt" and "Welt Kompakt". It contains the most important parameters of the open position (company, logo, place of employment, short job description) and an Online-ID. customer is not allowed to publish contact details, it shall be referred to the advertisement ID, which links to StepStone's job board. The customer can choose between four standard templates or may provide an individually designed printable advertisement, which will be supplemented with an Online-ID by StepStone.

2. Closing date for the print part

2.1

StepStone's closing date depends on the print media ordered by the customer, StepStone will inform the customer of the closing date upon entering into the contract at the latest. The publication of Print-, Teaser and Referral advertisement shall take place within 14 days after publication of the online part.

2.2

The customer shall be responsible for providing all information needed until the closing date communicated by StepStone in the format communicated by StepStone. If the customer does not comply with this obligation, publication will not be possible before the next issue of the print media.

3. Content of the print advertisement

3.1

advertisements that are not identifiably as advertisements due to their layout, will be marked as "Anzeige".

3.2

StepStone reserves the right to refuse publication of print advertisements, in particular if:

•  
• their content violates any applicable law
•  
• publication is not reasonably acceptable for StepStone or the print media due to the content, layout, technical form or origin of the advertisement.

4. Warranty and liability for the print part

If the publication of the advertisement in the print media does not comply with the contractually owed quality or service, the customer has the right to claim a reduction of payment or a replacement Advertisemt free from defects but only to that extent the advertisement was impaired. StepStone shall be allowed to refuse a replacement advertisement, if:

•  
• this requires an effort that is grossly disproportional to the customer's interest, whereas the content of the contract and the principle of equity and good faith shall be taken into consideration.
•  
• This would only be possible for StepStone with unreasonable costs.

If StepStone lets a reasonable deadline for the publication of a replacement Advertisment pass or if the replacement Advertisment is not free from defects again, the customer may claim reduction of payment or may withdraw from the order. In case of immaterial defects customer shall not be allowed to withdraw from the order. Complaints because of non-obvious defects have to be made within one year after the start of the period after which claims become time barred under statutory law.

StepStone shall be liable for any damages, irrespective if they result from violation of contractual obligations or tort as follows: In case of gross negligence the liability shall be limited to the typically foreseeable damage; this limitation shall not apply if the damage was caused by StepStone's legal representatives or chief executives. In case of slight negligence StepStone shall be liable only, if an essential contractual obligation has been violated. In such cases the liability shall be limited to the foreseeable damages. In case of claims under product liability law and damages because of death, injuries of the body or health, StepStone shall be liable as per statutory law. Complaints in case of obvious defects have to be made within four weeks after publication. All claims against StepStone because of a violation of contractual obligations shall become time barred within one year unless they are based on intent.

In the event of disruptions to operations or in cases of force majeure, industrial action, confiscation, traffic disturbances, general shortages of raw materials or energy and similar- affecting both the business of StepStone and that of third parties that StepStone has engaged in order to fulfil its obligations - StepStone shall be entitled to claim full payment for the advertisements published, if the newspaper has been distributed in a quantity corresponding to 80 percent of the average circulation sold during the last four quarters or otherwise guaranteed. If the quantity distributed falls short of this amount, the invoice amount shall be reduced in the same proportion as that between the guaranteed circulation and the actual circulation.

5. Prepress proof print advertisements

Prepress proofs shall only be provided upon explicit demand. The customer shall be responsible for the correctness of the prepress proofs he sends back. StepStone will respect all corrections that it is informed of until the closing date or within the deadline that has been set when sending the prepress proof print back to StepStone.

6. Liability for the content of print advertisements

The customer warrants and guarantees that it is in possession of all rights which are necessary in order to place the advertisement. The customer shall bear sole responsibility for the contents and the legality of the texts and images provided for the booking and for all advertising material supplied. The customer shall immediately indemnify StepStone and the print media against all claims resulting from an infringement of the rights of third parties and/or a breach of the law. Furthermore, StepStone and the print media shall be indemnified against the costs of any necessary legal defence. The customer must support StepStone and the print media by providing them with information and documents in the legal defence against third parties. The customer assigns to the StepStone and the print media the copyright, rights of use, intellectual property rights and other rights that are necessary in order to produce and use the advertising in print and online media of all kinds. This particularly includes the right to duplicate, disseminate, transfer and broadcast the advertising, to make it accessible to the public, to take it from a database and to draw it down to the extent necessary for the execution of the order, in terms of both time and contents. In all cases the said rights shall be assigned with no territorial limitations.

7. Technical requirements, printing the print advertisements

7.1

The customer bears sole responsibility for ensuring the prompt delivery and flawless condition of suitable advertisement print material or any other advertising materials.

7.2

When providing digital print material the customer shall be responsible for ensuring that that it provides the print material in the format or according to the technical rules specified by the StepStone or the print media according to the applicable guidelines for advertisements timely before the beginning of publication.

7.3

The client shall bear any costs that the publisher incurs due to changes to the advertisement print material requested or occasioned by the client.

7.4

The quality agreed for the print media that has been booked shall be the usual quality according to the details on the rate card and in the acknowledgement of the order, within the framework of the possibilities afforded by the advertisement print material and the technical facilities employed by the printers.

7.5

Advertisement print material will only be returned to theclient on special request. The obligation to store the advertisement print material ends one month after the advertisement or other advertising material has been published for the first time.

7.6

If any defects in the customer's advertisement print material are not immediately apparent, the customer shall have no claims in the event that the printing results are unsatisfactory. The same applies in the case of repeated advertisements if the client does not draw attention to the error before the next advertisement goes to print.

7.7

StepStone shall be entitled, but not obliged, to also publish commissioned advertisements in the context of the online and telephone services offered by StepStone and its cooperation partners, in particular by Axel Springer AG or by third parties.

7.8

The transmission of digital advertisement print material shall be subject to the additional provisions which are provided upon request.

8 Box number advertisements

In the case of box number advertisements StepStone shall exercise the care expedient in business dealings when safekeeping the offers and forwarding them to the customer in good time. Registered letters and letters sent by express in response to box number advertisements will only be forwarded by normal post. Responses to box number advertisements will be kept for four weeks. Letters that are not collected within this period will be destroyed. StepStone or the print media may be granted the right to act as agent under an individual agreement and, in this capacity, may open the letters received instead of and in the declared interests of the customer. Letters exceeding the permissible DIN A4 format (weight of 50 g) as well as goods, books, catalogues and parcels will not be forwarded to the customer and will not be accepted. However, it may be agreed that such items are accepted and forwarded by way of exception, if the customer bears the charges/costs thereby incurred.

9 Layout

•  
• In the event that an advertisement is designed in a layout that equals the editorial layout of the print media, StepStone reserves the right to object for the print media. advertisements that are designed in an editorial way must be clearly distinguishable from the font of the print media (8.5 point Centennial). Headlines shall neither be designed in Madison nor in a similar font. It is legally regulated that all editorial advertisements must be marked with the word "Anzeige" in 12 point half bolt on the top right and left. 

Candidate Tracker

These additional terms and conditions for StepStone candidate Tracker apply in addition to our general terms and conditions and prevail in case of doubt.

1. Description of services

1.1

StepStone candidate Tracker is an application service, which is accessible over the Internet, which allows the customer to manage applications entered by candidates in response to a customer's online job ad posted on the Internet, including but not limited to StepStone's websites. customer can define in candidate Tracker what information must be provided by candidates in order to apply (hereinafter referred to as "candidate Data"). customer is solely responsible for using candidate Tracker and will ensure that candidate Data is corrected, deleted or blocked if necessary.

1.2

StepStone remains the owner of all rights in and to candidate Tracker, including but not limited to copyrights, patents and any other IPR. The customer is granted a non-exclusive, non-transferable licence to use candidate Tracker during the Term for managing candidate applications in response to customer's online job ads. Costomer shall have no right to receive the source code and shall not be entitled to generate or access the source code by decompiling, disassembling, reverse engineering or in any other manner.

1.3

The customer shall activate candidate Tracker via the StepStone Recruiter Space.

1.4

In so far as candidate Tracker includes the provision of interfaces or integrations to any third party provider or system (such as a job board, a screening/assessment provider or an HR management system) to the customer, StepStone shall make all reasonable efforts to ensure the successful operation of the interface or integration. However the successful operation of any interface or integration is dependent upon the technical set up of the third party systems, and the customer accepts that (i) StepStone cannot be held liable for any clients in the operation of the interface or integration; or (ii) that the services offered on the third party system will be complete or available on the same terms as set out in these terms and conditions. In the event of an issue arising with the effective operation of an interface or integration StepStone will use all reasonable efforts, in line with the business impact on the customer, to resolve the issue at the earliest opportunity. The customer acknowledges that (i) heis responsible for ensuring that he has paid and instructed the third party to co-operate with StepStone; and (ii) StepStone has no liability whatsoever to the customer for any problems with any interface or integration resulting from actions or omissions of the customer or the third party.

1.5

If customer agrees, StepStone may include an option for candidates to have their candidate Data transferred into the StepStone CV Database. The candidate Data will only be transferred upon the candidate's consent.

1.6

For individual customer services, for statistic purposes and to improve its services, StepStone may collect data about the customer's and candidates' use of candidate Tracker. Such information may include from which IP address or domain a candidate has been redirected to candidate Tracker or to which job boards customer posts job ads using candidate Tracker. Any such information will be anonymous before the use for statistic purposes and for the purpose of improving StepStone's services. In no case can such anonymous data be linked back to the individual customer or candidate.

1.7

The above description of services is comprehensive.

2. Representations and Warranties

2.1 No warranty is made in respect to (i) any third party components not provided by StepStone; or (ii) any third party provided connectivity necessary for the provision or use of candidate Tracker and services; or (iii) compliance with third party software or products, non-company programmes or data used in combination with candidate Tracker, except as expressly stated in this Agreement. No warranty is made regarding the results the customer can achieve from using candidate Tracker.

3. Term

Unless otherwise agreed candidate Tracker will be active for a period of 90 days after activation. customer may re-activate candidate Tracker during a term of 12 months after the end of the first activation period.

4. Data Protection

4.1 To the extend that personal candidate Data is processed using candidate Tracker, StepStone is a data processor and thecustomer is a data controller. With respect to personal candidate data, StepStone shall:

•  
• ensure to prevent unauthorised persons from gaining access to data processing systems with which personal data is processed or used (access control),
•  
• ensure to prevent data processing systems from being used without authorisation (access control),
•  
• ensure that persons entitled to use a data processing system have access only to the data to which they have a right of access, and that personal data cannot be read, copied, modified or removed without authorisation in the course of processing or use and after storage (access control),
•  
• ensure that personal data cannot be read, copied, modified or removed without authorisation during electronic transmission or transport, and that it is possible to check and establish to which bodies the transfer of personal data by means of data transmission facilities is envisaged (transmission control),
•  
• ensure that it is possible to check and establish whether and by whom personal data have been input into data processing systems, modified or removed (input control),
•  
• ensure that, in the case of commissioned processing of personal data, the data is processed strictly in accordance with the instructions of the principal (job control),
•  
• ensure that personal data is protected from accidental destruction or loss (availability control),
•  
• ensure that data collected for different purposes can be processed separately.

The customer may at any time request a written statement from StepStone about the technical and organizational measures StepStone has taken. The customer may at any time request to be informed if there have been any violations by StepStone or by StepStone's employees against data protection law or the instructions given by the customer, which resulted in an unauthorized access to personal candidate Data. The customer will instruct StepStone by defining in accordance with clause 1.1 what personal candidate Data will be collected. Upon termination of the Agreement, i.e. 12 months after deactivation and unless customer re-activates candidate Tracker, StepStone shall, unless the parties agree otherwise, delete the personal candidate Data. StepStone may use subcontractors, and will ensure that these comply with this clause 4.1.

4.2

Currently candidate Tracker is hosted by StepStone NV, Avenue des Arts, 3/4/5, 1210 Brussels, Belgium and the servers are located on the premises of Belgacom Netcenter, Rittwegerlaan 15, 1830 Machelen, Belgium.

•  
• Unless a candidate explicitly agrees, his personal candidate Data shall not be used for other purposes than

those of the customer as defined in clause 1.1.

4.4

Any and all obligations to register with, or obtain the approval of, public authorities to collect and control personal candidate Data shall be fulfilled by the customer on his own cost.

4.5

If a third party asserts a data protection breach against StepStone, StepStone shall be authorized, but not obliged, to immediately take all measures necessary for restoring a lawful condition, without requiring the Costomer's further consent.

4.6

If a decision that negatively affects a candidate is based solely on automated processing of candidate Date, customer shall ensure that such candidate has an opportunity to have the decision reconsidered by a natural person within customer's organization upon request and candidate may request information about the logic of the automation.

5. Obligations of the customer

5.1

The customer warrants that it will comply with all legal provisions, third party rights and good morals and in particular with anti discrimination law.

5.2

customer shall be responsible for being clearly identified as being responsible for its version of candidate Tracker and for publication of a data protection policy within the appropriate sections of candidate Tracker, including the "about us" or similar section.

5.3

The customer shall indemnify StepStone against all losses, costs, claims, damages or other expenses that are caused by the customer, unless StepStone is responsible. If a third party asserts claims as a result of the customer having breached the data protection law, other laws, third-party rights, or contracts on account of data stored by StepStone for the customer, the customer shall indemnify StepStone and StepStone's subcontractors which render services under this contract against all costs, including all defence costs and amounts of compensatory damages, unless this is not imputable to the customer. Further rights of StepStone shall remain unaffected.

6. Indemnities

6.1

StepStone shall be obliged under clause 8.7 of StepStone's general terms and conditions to the extent that a claim is based on (i) the combination, operation or use of candidate Tracker with other services or software not provided by StepStone, if such infringement would have been avoided in the absence of such combination, operation or use; or (ii) use of candidate Tracker in any manner inconsistent with this Agreement; or (iii) the negligence or wilful misconduct of the customer.

6.2

The customer shall indemnify and hold StepStone and its employees and sub-contractors or agents harmless from and against any costs, losses, liabilities and expenses, including reasonable legal costs arising from any claim relating to or resulting directly or indirectly from (i) any claimed infringement or violation by the customer of any IPR with respect to the customer's use of candidate Tracker outside of the scope of this Agreement; or (ii) any access to or use of candidate Tracker by a third party; and (iii) breaches of data protection law or regulations resulting from StepStone processing data on behalf of and in accordance with the instructions of the customer. Furthermore, StepStone shall be entitled to take reasonable measures in order to prevent illegal content from being published on the Internet and breaches of third party rights from continuing.

Düsseldorf, 1st October 2009