Terms and Conditions for the use of the 4scotty services by employers

General

These terms and conditions (the Client Terms) apply to the use of the 4scotty website (4scotty Platform). The 4scotty Platform is provided by 4scotty GmbH to the potential employer (the Client).

The Client Terms are accepted upon (i) Client’s registration and (ii) clicking on the acceptance button of these Client Terms ("Registration).

4scotty accepts the Registration provided the information submitted is sufficient to meet 4scotty’s quality criteria in 4scotty’s reasonable discretion (the Acceptance). In case of Acceptance, Client will receive a confirmation e-mail by 4scotty which concludes the framework agreement (the Agreement) governing the relationship between Client and 4scotty. If 4scotty rejects a registry, 4scotty will not use any information submitted by the Client.

Access and use of the 4scotty Platform (the Services) is exclusively designed for and provided to employers and individuals ("Talents") seeking a role with an employer, age 18 years or over. The Services shall not be used by persons or companies representing or acting as recruiting agencies, recruiting consultants or headhunters. By registering for the Services the Client represents and warrants that he is using the Services on behalf, on account and for the benefit of one employer only.

If 4scotty has reasons to believe that the Services are being used by unauthorized individuals, 4scotty will suspend the account until provided facts to the contrary.

Client will bind his employees or any other user of Client’s user account accordingly in order to ensure that only designated personnel authorized by the Client will use the login information to access and use the 4scotty Platform. All entitled personnel must register individually and must be entitled to represent the Client with legal effect.

Client will also ensure that the login information is kept strictly confidential at all times in order to ensure that unauthorized individuals cannot access the 4scotty Platform. If 4scotty has reasons to believe that the login information is being used by unauthorized individuals, 4scotty will suspend Client’s account until the resolution of the issue.

4scotty GmbH, Berlin, is fully responsible and the only provider for all Services offered on jobs.golem.de. Contractual relationships with companies and individuals, among others with regard to the use of the platform, are exclusively with 4scotty.

Access to and use of the 4scotty Platform

The implementation of these Client Terms require the timely and speedy reaction to any contact requests or correspondence via the 4scotty Platform.

Client may not obtain or attempt to obtain any information through any means not intentionally provided to Client by 4scotty.

Client agrees not to copy, modify, adapt, reproduce, translate, distribute, transmit, reverse engineer, de-compile, or dissemble any aspect of the 4scotty Platform (including any prices or service descriptions). Client shall not violate or attempt to violate the security of the 4scotty Platform or attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures.

The 4scotty Platform may be used only for lawful purposes by the Client. In particular but without limitations Client shall not:

Basic Account and Premium Services

The Client accesses the 4scotty Platform with a success-based Basic Account. Additionally he can use paid Premium Services as outlined in 4scotty’s Pricing Overview:

Basic-Account

The Basic Account is free of charge and purely success-based. A payment obligation of the Client (Success-Fee) is due only upon successful placement of a Talent via the 4scotty Platform.

The following features and services are included for the Client in the Basic Account:

Premium Services

The paid Premium Services include additional services, a longer guarantee and premium customer support. 4scotty charges a monthly fee of EUR 250 (two hundred fifty) for the Premium Services. The premium services are automatically prolonged for one month, if they are not terminated by the customer in written form (e-mail). The termination is always possible to the end of a month without any deadline.

The following extended services are included in the Premium Services for the Client:

Hiring Fees

If the Client (or a subsidiary or an affiliate controlled or controlling the Client) (each a Client Entity) enters into a binding employment agreement with a Talent contacted by the Client or applied for a job of the Client via the Platform, the following placement-fee applies:

Should a Talent contacted by the Client already be in the Client’s recruitment process from another source, the Client shall inform 4scotty of this within three working days after unlocking the Talent’s contact data. If the Client fails to provide 4scotty with this information, 4scotty is entitled to invoice the commission to the Client upon commencement of these terms.

The Client shall immediately and promptly notify 4scotty (via e-mail or its 4scotty user account) once a Talent has entered into an employment agreement with Client's Entity (the Conclusion Date) and notify 4scotty of the commencement date of the employment agreement (the Start Date) for such Talent (including prompt notification of any subsequent changes in such start date) as well as any other data related to the employment agreement.

The fee relates to all Talents that have received a job offer from the Client via the 4scotty Platform in the past 12 months before the conclusion date.

Warranty

Basic Account 30 days:

If the placed Talent leaves the Client within 30 days after the start of the employment contract or does not start at all, the Client can hire another Talent via the platform for the same position free of charge within six months starting from the termination of the employment contract.

Premium Account 180 days:

If the first contact of the Client with the placed Talent has taken place on the 4scotty Platform within the period of use of the Premium Account, the Client can hire another Talent for the same position free of charge within six months via the platform starting from the termination of the employment contract, if the placed Talent leaves the company within 180 days after the starting of the employment contract or does not start at all.

Payment Conditions

The recruitment-fee for a particular employment contract is payable from the conclusion date of the employment contract.

The Client is only entitled to offset receivables (if any) due from 4scotty against amounts payable to 4scotty if these receivables are undisputed or are recognized by a final declaratory judgment. The same shall apply accordingly to the right of retention, which may only be exercised effectively if the Client’s counterclaim is based on the same contractual relationship.

Invoices shall be payable in full within 14 days. The Client shall be in default of payment upon expiry of such payment period.

Unless otherwise stated in this agreement there will be no refunds for any services not used but ordered by the Client.

Talent expenses

The Client agrees by way of a contract for the benefit of a third party (Vertrag zugunsten Dritter, Section 328 of the German Civil Code (BGB)) that Client will reimburse any Talent for travel expenses for job interviews arranged or appointed via the 4scotty Platform in accordance with the Client’s travel expense policy.

Confidentiality

Details of Talents are provided to the Client in strictest confidence and on the understanding that the Client will not disclose to any third person the existence or contents of such details without 4scotty’s prior written consent.

If the Client, without the consent of 4scotty, passes on the details of a Talent found on the 4scotty Platform and/or introduced to the Client by 4scotty to a third party which subsequently employs such Talent directly or indirectly, the Client will be liable to damages (in particular loss of profits) including all expenses incurred by 4scotty.

4scotty will keep all details of employment contracts disclosed in connection with this agreement in strict confidence and will delete such information.

Scope of 4scotty's Liability

4scotty does provide the 4scotty Platform and the Services as is. 4scotty does undertake commercially reasonable steps to oblige the Talents to submit only information which is accurate and current. Beyond this obligation, 4scotty does not ensure the suitability of a Talent 4scotty does not endeavor to check whether the information is current, accurate and complete or fulfill any requirements imposed by law or any professional body to enable the Talent to work in the position which the Client seeks to fill.

4scotty does not check whether it would be detrimental to the interests of either the Client or the Talent for the Talnt to work in the position which the Client seeks to fill.

At any time, Client shall satisfy itself as to the suitability of any Talent and the Client shall take up any references provided by the Talent to him before engaging such Talent.

The Client is responsible for obtaining work permits and/or such other permission to work as may be required, for the arrangement of medical examinations and/or investigations into the medical history of any Talent, and satisfying any medical and any other requirements, qualifications or permission required by the law of the country in which the Talents is engaged to work.

Any agreements created between Client and a talent is not binding on 4scotty. 4scotty in particular is not liable for, or obligated to enforce, any agreements between Client and an employee. Client shall not consider 4scotty, nor will 4scotty be construed as, a party to such transactions, whether or not 4scotty receives some form of remuneration in connection with the transaction, and 4scotty will not be liable for any costs or damages arising out of or related to such transaction.

4scotty and its employees, officers and/or agents shall not be liable for any damages whatsoever, and, in particular damages for loss of profits, loss of revenue, or loss of use, arising out of or related to the 4scotty Platform or the information contained in it, whether such damages arise in contract, tort, negligence, under statute or otherwise, even if 4scotty has been advised of the possibility of such damages.

For the avoidance of doubt, 4scotty shall be liable for fatal or physical injuries, damage to health and in accordance with the regulations of the law on product liability in the case of deliberate acts or gross negligence.

If a fundamental contractual obligation (key obligation) has been breached, where 4scotty has acted slightly negligently, 4scotty is only liable where the losses incurred are foreseeable and typical within the context of the business in question. Liability for loss of data is limited to the typical effort required to restore the data which would exist where backup copies had been produced regularly and in line with the risks involved.

The limitations to liability set out above shall also apply to personal liability of agents, employees and representatives of 4scotty by means of protective effective effect to such third parties.

Client's Representations and Warranties / Indemnification

Client represents and warrants that any user account that register on behalf of the Client are authorized to enter into this Agreement on behalf of the Client, use the Services and comply with the terms of the agreement. The Client is responsible for ensuring that all information which is provided to 4scotty is current, accurate and complete and will bind its personnel accordingly.

Client further represents and warrants that no information and content which is uploaded by Client onto the 4scotty Platform infringes any third party rights or applicable laws or regulations, including, without limitation, any copyrights, privacy rights or other third party rights of any nature.

By uploading or entering any content Client grants 4scotty during the term (up until one month after termination/expiration of this Agreement) the non-royalty- bearing, non-exclusive and worldwide right to use and make the content publicly available (in particular to copy, store, to format as may be required for its use) in connection with the 4scotty Platform.

Term and Termination

The Agreement commences upon Client’s free of charge registration and Acceptance. Client may terminate the Agreement by requesting the removal of Client’s 4scotty account at any time.

In the case of termination and/or expiry of the Agreement 4scotty will delete Client’s settings and all data received during Client’s use of the 4scotty Platform.

4scotty may terminate this Agreement with immediate effect or suspend the provision of the Services by giving notice to Client at any time after Client is in material breach of this Agreement, including the provisions or provisions of the privacy policy and either such breach is not capable of remedy or, if the breach is capable of remedy, remains unremedied for 10 days following the date of notice to remedy.

Outstanding payment obligations and those provisions that expressly or by their nature survive, including the obligations pursuant to section 8.3, shall survive the termination or expiration of the Agreement. Trademark licenses granted by Client to 4scotty will expire one month after the termination or expiration of this Agreement.

Subject to Change and Right of Objection

4scotty reserves the right to update and change these Client Terms, in particular if they are based on reasons aimed at optimising usability, security and cooperation between clients, talents and 4scotty. In this sense, this also includes price changes and payment modalities that do not unreasonably disadvantage the Client.

4scotty also reserves the right to amend these terms and conditions if laws, privacy requirements or economic circumstances change.

The Client has the right to object within sechs weeks after the announcement of the change of the Client Terms by 4scotty. If the Client does not object within this period, his silence shall be deemed as agreement to the new Client Terms or their changes.

General Provisions

Client is only entitled to transfer and/or assign the rights and obligations arising from or in relation to this Agreement to a third party with the prior written approval of 4scotty.

Without prejudice to the provisions of this Agreement, amendments and additions to this Agreement shall be in writing. This shall also apply to the amendment or cancellation of this clause.

The Client`s general terms and conditions shall not be applicable.

If the Client is a business (person), a legal person constituted under public law (juristische Person des öffentlichen Rechts) or a public sector funding company (öffentlich-rechtliches Sondervermögen), the sole venue for all disputes arising directly or indirectly out of or in connection with the contract shall be 4scotty’s place of business. However, 4scotty may also bring an action at the general place of jurisdiction of the Client.

Legal relations existing in connection with this Agreement shall be governed by German substantive law, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG). The requirements and effects of the retention of title agreed above shall be governed by the law applicable at the place of the storage of the goods insofar as the choice in favor of German law should be unlawful or invalid pursuant to the respective law.

If any provision of this Agreement is held or made invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall not affect the remainder of this Agreement.

The Client`s Terms shall not be applicable.