1.1 The subject of these General Terms and Conditions (hereinafter referred to as General Terms and Conditions) of Instaffo GmbH, Römerstraße 135, 69126 (hereinafter referred to as instaffo) is the provision of the platform "instaffo" (hereinafter referred to as Software) and its use via the internet (hereinafter also referred to as Service).

1.2 The Software offers a job platform (hereinafter Platform) accessible at www.instaffo.com as a Software-as-a-Service (SaaS) solution, on which instaffo's corporate Customers (hereinafter Customer) can post their job advertisements, check potentially suitable Applicants (hereinafter Applicants) and use some further functions for communication and a possible conclusion of a contract with the Applicants (hereinafter also Service Description).

1.3 These General Terms and Conditions and the respective offer accepted by the Customer (hereinafter referred to as Order Form) shall apply exclusively unless the contracting parties agree otherwise in writing. Other contractual terms and conditions shall not become part of the contract, even if instaffo does not expressly object to them in individual cases. This also applies in particular to purchasing or other contractual conditions of the Customer.

1.4 With regard to the various contractual documents, the following order of validity shall
apply:

• the Order Form or the service offer selected by the Customer on the Platform
  
• these General Terms and Conditions

2.1 Offers by instaffo are subject to change and non-binding, unless an offer is designated as binding in writing. Unless otherwise designated in a binding offer in an Order Form, instaffo shall be bound by binding offers for 4 weeks.

2.2 As a rule, a contract for the contractual services is concluded by an Order Form signed by the Customer or the binding booking on the Platform, and also by instaffo commencing the contractual provision of services after the order. instaffo may request written confirmations of oral contractual declarations by the Customer.

2.3 After a contract has been concluded, instaffo is entitled to name the Customer as a reference Customer (e.g. by using the company logo) on the Platform and in all other media.

3.1 The Customer shall place any advertisements and profiles on the Platform in accordance with the following provisions. instaffo shall keep these available on the Platform for retrieval via the Internet for the agreed period of time.

3.2 instaffo is entitled, but not obliged, to integrate the advertisements and profiles into the general design of the Platform and to adapt their design to this.

3.3 The Customer shall endeavour to keep advertisements and profiles up to date. If necessary, the Customer shall post an updated version of an advertisement or profile on the Platform as soon as there are changes to the actual circumstances on which it is based and the Customer becomes aware of this, e.g. change of address and telephone data. instaffo is entitled to use the updated advertisement or profile to the same extent as the original advertisement and profile.

3.4 The Customer hereby grants instaffo the non-exclusive, transferable and sub-licensable right, unrestricted in terms of territory and content, to comprehensively use and exploit the advertisement and the profile in whole or in part within the framework of the Platform and the services related thereto.

3.5 In particular, instaffo is entitled, but not obliged,
• to reproduce, distribute, broadcast, transmit, make publicly available and display the advertisements and profiles in whole or in part within the framework of the Platform and the Services as well as to make them available on demand for the users of the Platform and, in particular, to transfer the advertisements and profiles in whole or in part to one or more users of the Platform;
• to process the advertisements and profiles in whole or in part for the purpose of offering the Platform and its use as well as for the provision of the Services, in particular to translate and redesign them for the purpose of integration into the Platform. The authorisation also includes the use of extracts of the processing and
• to use the advertisements in whole or in part for advertising purposes; furthermore, the right to advertise the advertisements in a manner customary in the industry (e.g. on the Internet, in particular within the framework of performance marketing measures). This right also includes the right to use images, names and other elements of the advertisements.

3.6 The Customer guarantees,
• to be the owner of the rights granted to instaffo under these General Terms and Conditions to the advertisements and profiles and their respective parts;
• that the advertisements and profiles do not contain any content that is racist, discriminatory, pornographic, endangers the protection of minors, extremist, terrorist or otherwise illegal or in breach of official regulations or requirements.

3.7 instaffo does not assume any responsibility for the content of the advertisements and
profiles. instaffo is not obliged to check the advertisements and profiles for legality, correctness or suitability. instaffo is in particular not liable for the admissibility of the advertisements and profiles under labour law, competition law or other legal provisions, nor for the admissibility of their placement on the Platform and their availability for retrieval on the internet.

3.8 If claims are made against instaffo by third parties contrary to the warranties under section 3.6 or contrary to the responsibility under section 3.7 or if instaffo is the addressee of official or court orders, the Customer shall indemnify instaffo internally against all claims and costs resulting therefrom if and to the extent that these claims and costs are based on the fault of the Customer. This also includes the costs for legal defence.

3.9 In individual cases, instaffo is entitled to object to the placement of an advertisement or
profile and its respective availability for retrieval or to temporarily or permanently block access to advertisements and profiles in whole or in part, provided that there is an objective reason for doing so. instaffo will notify the respective Customer of this if necessary and give him the opportunity to remedy the objective reason within a reasonable period of time.

4.1 If instaffo has identified a suitable Applicant for the position advertised by the Customer on the platform, this Applicant will be introduced to the Customer by instaffo. If, in the course of this process, the information provided by the Applicant as part of his/her registration (e.g. qualifications, CV, etc.) is passed on to the company by instaffo, it is the sole responsibility of the company to check this information for accuracy. instaffo does not guarantee the accuracy of this information and is also not obliged to check it.

4.2 If instaffo presents an Applicant to the Customer, the Customer shall promptly decide whether the Applicant is considered a potential candidate for an advertised position (hereinafter Talent). If applicable, the Customer shall enquire about the Talent within 14 working days of the presentation via the Platform (e.g. via the chat function). The agreed response time serves the purpose of ensuring a correspondingly timely feedback.

4.3 If an Applicant is considered a Talent by the Customer, the Customer must inform instaffo of its decision by clicking the corresponding button on the Platform. If the Customer does not consider the presented Applicant a Talent, the Customer must also inform instaffo of this by clicking the corresponding button.

4.4 If an Applicant is considered a Talent by the Customer, the Customer shall promptly take all necessary steps (e.g. interview, assessment centre, etc.) in order to be able to make a decision on the possible employment of the Talent (hereinafter Selection Process).

4.5 If the Talent is to be subjected to a further Selection Process, Clause 4.3 shall apply accordingly. If the Talent accepts a proposed date for the further Selection Process, the Customer is obliged to make a final decision within 21 working days from the end of the further Selection Process and to communicate the desicion in accordance with Clauses 4.6 and 4.7.

4.6 If the Customer wishes to subject the Talent to a Selection Process, the Customer is obliged to use the communication channels provided on the Platform for the necessary communication with the Talent and to inform instaffo promptly or at the latest upon request of any communication conducted outside the Platform (e.g. arrangement of further interviews after the first interview). The Customer must inform instaffo via the communication channels provided on the Platform of the time of any Selection Process
immediately after it has been scheduled with the Talent.

4.7 If, at the end of a Selection Process, the Customer concludes that a Talent is not (or no longer) eligible for an advertised position, the Customer shall notify instaffo of its decision by clicking the corresponding button on the Platform.

4.8 If the Customer hires the Talent or enters any other contractual relationship with the Talent presented by instaffo (hereinafter referred to as Recruitment), the Customer is obliged to inform instaffo of this within 6 working days by clicking the corresponding button provided on the Platform. The period begins with the conclusion of the contractual relationship established between the Customer and the Talent. In the event of reasonable doubt as to the proper fulfilment of this obligation, instaffo may demand appropriate proof, in particular if the information provided by any Talent contradicts that
of the Customer.

4.9 It is the sole responsibility of the Customer to decide on the suitability of a Talent and to examine possible obstacles (e.g. residence permit, work permit) to the Talent’s Recruitment.

4.10 In the event that the Customer hires a Talent at a later point in time, which, however, does not extend further than 12 months since the presentation by instaffo, the Customer undertakes to inform instaffo thereof in accordance with Clause 4.7. In this case, the Customer shall also owe instaffo a transaction fee in accordance with clause 7 below.

4.11 The Customer is expressly prohibited from disclosing to third parties any information/data that instaffo has disclosed to it about an Applicant without instaffo's prior written consent, unless such disclosure is made to an affiliated company of the respective Customer.

4.12 If the Customer makes false statements on the Platform or on request about the actual Recruitment of a Talent, passes on data/information to third parties in breach of section 4.11 or refuses to provide corresponding information about the income components agreed with the Talent or other economic benefits or payments within the meaning of section 7.4 (hereinafter referred to as Total Remuneration) without justification, the Customer shall pay a contractual penalty to instaffo. In the event of false information regarding the actual Recruitment of a Talent presented by instaffo, double the Total
Remuneration shall be agreed as a contractual penalty. In all other cases, a contractual penalty shall be agreed, which shall be determined at instaffo's reasonable discretion and, in the event of a dispute, shall be subject to review by the competent court. instaffo reserves the right to assert further damages.

5.1 The use of the Service is only permitted within the scope of the functions provided for in the Service Description. The Customer may not use any software or other technical equipment that changes, extends or endangers the functioning of the Service. In particular, the Customer may not access the Service using technical means other than standard internet browsers.

5.2 The Customer needs access data to access the Service, which will be provided to him by instaffo. The Customer shall treat access data for the Service as strictly confidential. He may only make access data available to his own employees who are permitted to use the service within the scope of their official duties in accordance with the agreed restrictions.

5.3 If the Customer suspects that his access data have become known to a third party or
that a third party is using the Customer's access to the Service without authorisation, the
Customer is obliged to inform instaffo immediately in writing.

5.4 The Customer shall ensure that the content is examined for viruses and malware before placing it in the Service and state-of-the-art protection programmes are used for this purpose.

5.5 If instaffo has concrete indications that the Customer is using the Service contrary to the provisions of this clause 5 or the other contractual agreements or that a third party is accessing the Service without authorisation using the Customer's access data, instaffo is entitled to block the Customer's access to the Service until the matter has been clarified. Except in the case of imminent danger, instaffo will give the Customer the opportunity to comment before taking such action. The Customer remains obliged to pay the contractual remuneration during the period of blocking, unless he was not responsible for the circumstances that led to the blocking.

6.1 Unless otherwise contractually agreed, the term of the contract is unlimited.

6.2 The contract may be terminated at any time by one of the contracting parties with three months' notice to the end of any agreed contract term or to the end of each quarter. The payment of any remuneration agreed in and for the term of the contract shall remain unaffected by any ordinary termination.

6.3 The right to terminate for good cause remains unaffected. Good cause exists for instaffo in each of the following cases in particular:
• The Customer is in default of payment for more than two months.
• The Customer ceases to make payments, insolvency proceedings or comparable
statutory proceedings have been applied for by him or permissibly by instaffo or
another creditor, such proceedings are opened or their opening is rejected for lack
of assets, or
• The Customer violates the contractual agreements, in particular these General
Terms and Conditions, to a more than insignificant extent and does not remedy the
violation within a reasonable period of time following a warning from instaffo.

6.4 Declarations of termination must be in writing to be effective.

6.5 After the end of the term, access to the Service is no longer possible.

7.1 The Customer shall pay instaffo the remuneration agreed in the Order Form.

7.2 Insofar as a transaction fee has been agreed, this shall arise with the Recruitment of a Talent presented by instaffo to the Customer. The claim to payment of the transaction fee against the Customer shall also arise if Recruitment of the Talent does not take place by the Customer itself, but a company affiliated with it within the meaning of Section 15 of the German Stock Corporation Act (AktG).

7.3 The transaction fee from section 7.2 does not apply if
a) the Talent, together with the Talent’s application documents, was demonstrably already known to the Customer before the introduction by instaffo and
b) the Talent had already been assigned to the Talent pool for the advertised position prior to its presentation by instaffo to the Customer and
c) the Customer has informed instaffo in writing or text form within 14 working days of the Talent being presented by instaffo that the Talent presented was already known and assigned to the Talent group for the advertised position.
The aforementioned prerequisites for a waiver of the entitlement to the agreed transaction fee must be cumulative. If necessary, the Customer is obliged to immediately explain to instaffo upon request and, if necessary, also to prove by means of suitable documents through whom and/or in what way the Customer has become aware of the person of the Talent for the advertised position.

7.4 Insofar as a percentage transaction fee depending on the income of the hired Talent has been agreed in the Order Form, the transaction fee to be paid to instaffo shall be based on the total of all income components or other economic benefits or payments agreed between the Customer and the Talent (including gross basic remuneration, bonuses, commissions, employer's contributions to the occupational pension scheme, non-cash benefit of a company car).

7.5 Unless otherwise agreed, invoices are to be paid within 30 days without deduction.

7.6 instaffo is entitled to increase the agreed remuneration once per calendar year by a
maximum of 5%. The following rules apply:
a) instaffo shall announce a price change to the Customer in writing three months in advance. The price change shall be deemed agreed if the Customer does not object in writing within four weeks of receipt of the announcement.
b) If the Customer objects, instaffo may terminate the contract prematurely with six weeks' notice, with effect from the date on which the price change would take effect in accordance with lit. a). The notice of termination must be in writing in order to be effective.
c) instaffo shall separately draw the Customer's attention to the objection period and the legal consequences of missing it in the announcement pursuant to lit. a).

7.7 VAT is always added to the remuneration, unless the remuneration is not subject to VAT.

7.8 instaffo may demand reasonable additional remuneration for additional expenses incurred due to the Customer's conduct in breach of duty, in particular due to the fact that the Customer does not provide cooperation services, does not provide them on time or does not provide them as agreed, does not use contractual services as intended or contrary to the contractual agreements or subsequently changes or expands performance requirements. This does not apply if the Customer is not responsible for the breach of duty.

7.9 The Customer is only entitled to offset with claims that are undisputed by instaffo or have been established as final and absolute. Except in the area of § 354a HGB (German Commercial Code), the Customer may only assign claims arising from this contract to third parties with the prior written consent of instaffo. The Customer shall only be entitled to a right of retention or the defence of non-performance within this contractual relationship.

7.10 If the Customer defaults on payment of the remuneration and instaffo sets the Customer a deadline of at least two weeks for payment, which expires unsuccessfully, instaffo is entitled to cease further service provision for the duration of the default. Instaffo will threaten the Customer with this measure in writing in advance. The Customer remains obliged to pay the agreed remuneration even during the period of refusal of performance. Instaffo must take into account any expenses saved as a result of the refusal to perform and proven by the Customer.

8.1 instaffo warrants that the use of the Service by the Customer as agreed does not conflict with any third party rights. In the case of third party rights, instaffo warrants that instaffo will, at instaffo's discretion, provide the Customer with a legally unobjectionable opportunity to use the Service or equivalent services.

8.2 The Customer shall inform instaffo immediately in writing if third parties assert rights (e.g. copyright or patent rights) to the Service. The Customer authorises instaffo to conduct the dispute with the third party alone. As long as instaffo makes use of this authorisation, the Customer may not acknowledge the claims of the third party without instaffo's consent; instaffo shall then defend the claims of the third party at its own expense and indemnify the Customer against all costs associated with the defence against these claims, insofar as these are not based on conduct of the Customer in breach of duty (e.g.
use of the Service in breach of contract). The Customer shall support instaffo in the dispute with the third party. In particular, he shall provide the necessary information and relevant documents in writing and answer instaffo's questions.

8.3 instaffo shall not be liable for the infringement of third party rights resulting from use of the Service not in accordance with the agreement or use outside the intended area of use by the Customer.

9.1 The Customer shall report any disruptions to the Service (hereinafter referred to as Errors) and impending dangers (e.g. unauthorised access by third parties, malware) to instaffo immediately by e-mail to the contact person visible in the Customer area on the Platform. instaffo is entitled to change the service contacts and to specify other contact points and means of communication that are reasonable for the Customer. Instaffo will announce such a measure to the Customer at least two weeks in advance. Error reports via other communication channels are not in accordance with the contract; deadlines for
Error rectification shall not begin to run.9.2 The Customer shall take all necessary measures within the bounds of what is reasonable to determine, limit and document the Error and its causes. The Customer must describe Errors of the Service in as much detail as possible. If Error reports are not in accordance
with the contract, deadlines for Error rectification shall not begin to run.

9.3 instaffo shall remedy Errors in the Service duly reported by the Customer within reasonable time limits.

9.4 For Errors in the Service that are already existent when it is made available, instaffo shall only be liable if instaffo bears responsibility for them.

9.5 Claims for defects by the Customer do not exist if the Customer has caused the Errors, in particular:
• in the event of unauthorised interventions by the Customer in the Service with the aid of software or other technical devices that change, extend or endanger the functioning of the Service,
• when accessing the Service using technical means other than the Software provided by instaffo or internet browsers other than those specified in the system requirements,
• if hardware or a software environment is used that does not comply with the system requirements communicated by instaffo and agreed with the Customer, unless the Customer proves that he is not responsible for the Errors.

9.6 If an inspection reveals that there is no Error or that instaffo is not responsible for it within the scope of liability for defects, instaffo may demand reimbursement of expenses in accordance with instaffo's price list valid at the time of the Error inspection, unless the Customer proves that it is not responsible for the misconception of the existence of an Error or of instaffo's responsibility for this Error.

9.7 The Customer shall initially remain obliged to pay the agreed remuneration in the event of defects or malfunctions. The right of the Customer to demand full or partial repayment of the remuneration in the event of defects in accordance with the principles of unjust enrichment shall remain unaffected by this.

10.1 instaffo shall only provide compensation for damages and reimbursement of futile expenses, irrespective of the legal grounds, to the following extent:
a) Liability for intent and guarantees is unlimited.
b) In the event of gross negligence, instaffo shall be liable to the amount of the typical damage foreseeable at the time of conclusion of the contract.
c) In the event of a negligent breach of such an essential obligation, the fulfilment of which is a prerequisite for the proper performance of the contract, the observance of which the Customer regularly relies on and may rely on and the breach of which jeopardises the achievement of the purpose of the contract (cardinal obligation), instaffo shall be liable in the amount of the typical damage foreseeable at the time of the conclusion of the contract.
d) In all other cases of negligent breach of duty, liability is excluded.
e) In the event of injury to life, body and health and in the event of claims under the Product Liability Act, the statutory provisions shall apply without restrictions.

10.2 The objection of contributory negligence remains possible for instaffo. In particular, the Customer has the obligation to defend against malware in line with the current state of the art.

11.1 The limitation period is limited:
a) for claims arising from material defects to one year;
b) for claims due to the infringement of third party rights to two years;
c) in the case of claims for damages or reimbursement of futile expenses not based on material defects or the infringement of third party rights, two years.

11.2 Clause 11.1 does not apply to claims for damages and reimbursement of expenses arising from intent, gross negligence, fraudulent intent and in the cases specified in Clause 10.1.e).

12.1 The contracting parties undertake to treat as confidential all items (e.g. software, documents, information) received from the other contracting party before or during the performance of the contract which are protected by law or contain business or trade secrets or are designated as confidential (hereinafter referred to as Confidential Information), even after the end of the contract, unless they are in the public domain without breach of the duty of confidentiality. The contractual partners shall store and
secure Confidential Information in such a way that unauthorised access by third parties is excluded.

12.2 The Customer shall make Confidential Information accessible only to those employees and agents who require access for the performance of their official duties. He shall instruct these persons about the need for confidentiality.