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kroot terms and conditions

 

With the kroot application, employers can place customized job advertisements within the platforms Facebook and Instagram (hereinafter referred to as "platforms"). As a technical partner, kroot GmbH provides the kroot application and the services associated with it to employers in return for a fee. The services include the possibility of accepting the reactions of job applicants, which include in particular their stored contact details, to the job advertisements and forwarding them to the employer.

The following terms and conditions regulate the contractual relationship between employers as customers of kroot. The terms and conditions do not apply to job applicants who react to kroot job advertisements. In this case, kroot acts as a courier on behalf of the customer. Job seekers are asked to contact the employer with regard to the details of the advertised positions and the processing of their data.    

The kroot application and the databases used to store customer and job prospect data are hosted on servers within the European Union. 

 

 

1. Validity of the General Terms and Conditions

1.1. These general terms and conditions (hereinafter referred to as "GTC") apply between kroot GmbH, Hochfeldstrasse 9, 86159 Augsburg (hereinafter referred to as "kroot") and the customer for all legal transactions and similar relationships of the same type, including future legal transactions, which are in connection with the use of the kroot application must be justified. 

1.2.The GTC in the version valid at the time the contract is concluded become part of the contract between kroot and the customer.

1.3.Descriptions of services, commission and fee tables, the order processing contract and similar agreements, in each case provided by kroot as part of the contract, become part of the contractual agreement (hereinafter referred to as "contract") between kroot and the customer (hereinafter referred to as "contractual parties") and apply in In the event of a contradiction to these GTC, priority shall be given. Individual agreements between the contracting parties that deviate from these GTC also take precedence over these GTC if they have been agreed in writing. This also applies to cancellation of the written form.

1.4. The term "content" used below includes all ad-related data as well as materials and information, such as photographs, graphics, brand logos, videos, texts, other advertising media, information about contracting parties or third parties or links to such content.

2. Subject and Services of the kroot Application

2.1. The kroot application is based on a web user interface. The functions include tools for creating and placing job advertisements, analyzing them and accepting and forwarding reactions from job applicants.

2.2. The services provided by kroot as part of the kroot application are made available to customers as part of service and function overviews or an individual contract (hereinafter referred to as "contractual" or "contractual" services and obligations). The same applies to the use of the kroot application and the fees incurred by kroot.

2.3.The kroot application is continuously developed and tailored to the needs of the market and customers. kroot therefore reserves the right to add extensions, changes and adjustments to the services and functions of the kroot application without this representing a defect in the kroot application, provided that these are reasonable for the customer and do not conflict with any ongoing contractual obligations.

2.4.kroot also reserves the right to change or add to descriptions, designations and other content of the kroot application. For example, to provide customers with additional information.

2.5.Individual instruction of customers and their employees in the use of the kroot application, which goes beyond the documentation, information and resources provided to the customer, is only part of kroot's obligation to perform if this has been expressly agreed with the customer (e.g as workshops, training courses, etc.).

3. Conclusion of contract, power of attorney and contact person

3.1.The conclusion of the contract for the use of the kroot application comes about with the registration in the kroot application or an individual agreement with kroot. Contracts for the placement of job advertisements are concluded when they are purchased via the "Buy job advertisement" button.

3.2.Registration represents a contractual offer by the customer. kroot selects the customer at its own discretion. There is no right to conclude a contract.

3.3.With the conclusion of the contract, customers grant kroot the authorizations required to place the advertisements, which kroot can assert against the platforms, and provide kroot with the access data required for this.

3.4.kroot will only use the access authorizations in accordance with the law and the regulations and developer guidelines of the platforms for the performance of the correspondingly agreed services for the customer.

3.5.The customers assure that kroot may use the relevant access data and interfaces and otherwise release kroot from the claims of the portals.

3.6. The reactions of the job prospects to the job advertisements are accepted by kroot as a receiving messenger of the customers. 

3.7.Both contracting parties shall ensure that a competent and decision-making contact person is always available during he regular business hours. 

 

4. Granting of Rights of Use by Customers

4.1.The customers grant kroot the right to use their legally protected content, which is necessary for the contractual provision of the contractual services by kroot. This includes, in particular, the rights to process the content recorded, transmitted or otherwise used by the customer as part of the use of the kroot application. kroot only exercises these rights in compliance with contractual and legal confidentiality and data protection requirements.

4.2.The granting is unlimited in time until it is revoked or terminated by the customer. These Terms and Conditions do not limit customer's ownership and control rights over their intellectual property rights.

5. Collaboration and Duties to Cooperate

5.1.The contracting parties shall cooperate on the basis of trust and shall inform each other without delay in the event of deviations from the agreed procedure or doubts as to the correctness of the other's procedure.

5.2.The customer undertakes to support kroot in fulfilling the service contractually owed by kroot. This includes in particular the timely provision of information and data material, insofar as the customer's cooperation services require this.

5.3.Cooperation services and contributions by the customer are free of charge for kroot.

5.4.If kroot is unable to provide the services due to a lack of or insufficient cooperation or contributions from the customer or can only do so with additional expenses, kroot is entitled to claim the necessary additional expenses from the customer as a result.

5.5.The contracting parties and their contact persons will agree at regular intervals, which will be determined jointly, on progress and obstacles in the implementation of the contract in order to be able to intervene in the implementation of the contract if necessary.

5.6.Communication between kroot and the customer should be as effective as possible, ie fast and error-resistant. In doing so, the customer must observe any formal communication requirements, insofar as these have been communicated to him or are otherwise known, can be reached and the customer can reasonably be expected to observe them. This includes in particular with regard to the use of ticketing systems and adequate description of problems, symptoms, technical faults, etc. If the customer does not comply with the formal communication requirements, the customer does not have any rights and obligations towards kroot.

5.7.If kroot provides the customer with legal documents (e.g. supplements to the data protection declaration), these are legal templates without any claim to correctness and completeness, which the customer must check individually.

6. Responsible for use and content

6.1.The services of kroot are limited to the provision of the kroot application and related content and functions as well as the implementation of the advertisement and, if agreed, the receipt of reactions to the advertisements or other expressly agreed services. 

6.2.In addition, kroot is not involved in the contractual relationships between the customers, the portals and the job applicants or other interested parties and third parties and is responsible for the obligations arising from these legal relationships, subject to an independent contribution or other liability agreements, in accordance with the provisions on liability in Section 14 of these terms and conditions, not responsible.

6.3.The customers are responsible for their own use of the kroot application and ensure that the use of the kroot application and the content provided by them are in accordance with applicable law, in particular the rights of job applicants and the terms of use of the platforms, and do not violate the rights of third parties (e.g. copyright or trademark rights, trade secrets as well as personal and data protection rights) and any statutory mandatory information and data protection obligations are fulfilled. Insofar as kroot provides the customer with input fields/linking functions to fulfill the mandatory information, customers are responsible for filling in and the content of the input or linked content.

6.4.In particular, the customers are responsible for their employees and agents who are provided with the kroot application for use and inform them about the contractual and legal limits of the permitted use of the kroot application.

6.5.kroot does not endorse the content uploaded, entered, communicated or otherwise provided by customers within the kroot application. 

6.6.kroot is not obliged to check the content of the customers, which also includes booking data from the portals or other incoming booking data, the type of use of the content and the legal admissibility of its placement in advance.

6.7.If there are specific doubts as to the legal admissibility of the customer's content, in particular because there are factual reasons for a violation of the platform conditions or the law, kroot is entitled not to publish this content or to depublish it afterwards, without this representing a performance defect on the part of kroot. In the case of subsequent publication, the regular fees of kroot are due, otherwise the proportionate fees for the work that has been done up to that point.

6.8.If the customer recognizes that his own content and requirements are incorrect, incomplete, ambiguous or impracticable, he must notify kroot of this and the consequences that he can identify immediately.

7. License Grant, Usage Requirements and Restrictions

7.1.Customers receive the simple right to contractually use the kroot application for their own company or organization. 

7.2.Customers are not entitled to grant sublicenses for the use of the kroot application to third parties.

7.3.Customers may only use the kroot application via the input masks, interfaces and software and data access options provided. Customers are not entitled to edit the programming or design of the kroot application themselves or through the involvement of third parties, other than by means of the options provided by kroot. Actions that are likely to impair the functionality of the kroot application are prohibited. In particular, an excessive load is prohibited that lies above the regular use intensity and frequency to be expected with normal use of the kroot application (e.g. due to customer software that constantly generates unnecessary access due to technical errors). kroot reserves the right to restrict the use of the kroot application by the customer to a reasonable extent in the event of a violation, taking into account the intensity of the violation and the contractual interests of the customer.

7.4.It is the customer's responsibility to exercise the greatest possible care when using access data for the kroot application and to take any measures that ensure confidential, secure handling of the access data and prevent their disclosure to third parties. Customers are responsible for the misuse of access data unless they can explain and prove that it was not their fault.

7.5.Both contractual parties and/or the subcontractors, if applicable, retain all ownership and property rights to their trade names, brands, service marks, logos and domain names as well as kroot, in particular with regard to the kroot application, including the program code and the content (hereinafter "property rights"), which are connected to the kroot application or are displayed or otherwise used as part of the use of the kroot application. Customers are prohibited from using the property rights for any purpose other than that agreed in the context of this contract without the express written consent of the respective rights holder.

8. Breach of Duty and Indemnification

8.1.kroot is entitled to restrict or block the customer's access to the kroot application in the event of serious violations of the customer's legal obligations or these GTC. Serious violations are those that make it unreasonable for kroot to continue to fulfill the contract (in particular the violation of the obligations under Sections 7.2, 7.3 and 6.3 of these General Terms and Conditions), because the rights and interests of kroot, those interested in the job, customers or third parties are at risk (e.g. access by unauthorized persons). The intensity of the violation and the contractual interests of the customer are taken into account to an appropriate extent.

8.2.The customer undertakes to indemnify kroot against third-party claims upon first request if these are asserted against kroot for reasons for which the customer is responsible. The exemption includes all costs that kroot incurs to defend against these claims, insofar as these costs are based on measures that kroot could consider necessary at the time of the implementation based on objective aspects.

8.3. Customers are obliged to inform kroot immediately of possible violations of the law and to support kroot in defending against the aforementioned claims by providing the necessary explanations and information.

8.4.Statutory claims by kroot against customers (in particular claims for removal, injunctive relief, information and claims for damages) are not affected by the aforementioned provisions on breach of duty.

8.5.In cases where a breach is significant, kroot is entitled, depending on the degree of the breach, to terminate further cooperation with customers and to block their access to the kroot application and to prohibit them from logging in again.

9. Paid Use, Billing, Terms of Payment

9.1. The payment period and the amount of the remuneration, as well as the method of payment, are based on the prices and fees communicated to the customer prior to the conclusion of the contract.

9.2.Unless otherwise indicated, all prices are exclusive, ie plus VAT.

9.3.Unless otherwise stated, invoices are due after five days.

9.4.Invoices and reminders may be transmitted or made available electronically.

9.5. Customers can settle invoices using the payment methods offered by kroot.

9.6.Unless otherwise agreed, kroot will provide the agreed services only after the customer has paid for them.

9.7.If customers are in arrears with payments, kroot has the right to refuse to provide services due to the customer and to restrict access to the kroot application or use of the kroot application until the arrears have been rectified. In such cases, kroot will inform the customer of the restriction in advance, usually giving seven working days in advance to remedy the delay. The other legal and contractual rights of kroot due to the customer's default in payment remain unaffected. The restriction may not be made if it is not reasonable or otherwise inappropriate for the customer, taking into account the outstanding status and the contractual interests of the customer. kroot's right to remuneration remains unaffected by the restriction. Access to the kroot application will be reactivated immediately after the arrears have been settled. The right to restriction also exists as a milder means if kroot has a right to extraordinary termination vis-à-vis the customer.

9.8.Unless otherwise agreed, for services that have been used for a certain period of time, an appropriate fee adjustment is only permitted after this period has expired. The change will become effective if kroot does not receive an extraordinary notice of termination from the customer within two weeks of receipt of the corresponding notification of the change. With the change notification, kroot will inform the customer of the objection period and the consequences of failure to object.

9.9. Costs incurred due to the chargeback of a payment transaction due to insufficient funds or due to incorrectly transmitted data from customers as well as due reminders are billed to the customer. The reminder fees are a flat rate of EUR 20.00 plus the statutory damage caused by delay.

9.10.Offsetting is only possible with claims that have already been recognized by the other contracting party or have been determined by a court, unless it is a matter of claims for main performance and defects. A right of retention can only be asserted for claims arising from the respective contract.

10. Term and Termination

10.1.The contract for the use of the kroot application can be terminated by either party at any time. The termination has no effect on job advertisements that have already been booked and the associated performance obligations of the contracting parties.

10.2.Customers are responsible for backing up their content and data before the end of the contract period. Subject to legal or other contractual obligations, kroot is not obliged to retain the customer's content and data beyond the contractual period. 

10.3.The right to extraordinary termination for good cause remains unaffected. Termination for good cause requires a prior written reminder from the other contracting party with a reasonable deadline, unless the other contracting party cannot reasonably be expected to adhere to the contract.

11. Warranty

11.1.Customers will notify kroot immediately of any defects that occur. This includes, in particular, submitting written defect reports to kroot and providing other data and logs that are suitable for analyzing the defect.

11.2.Customers are aware that, given the current state of technology, it is not possible to create computer software in such a way that it always works error-free in all applications and combinations. Against this background, kroot guarantees an availability of the kroot application of 98% on an annual average. Accessibility is not considered impaired if it is not due to defects in the kroot application or if kroot is not responsible for the restrictions.

11.3.Restrictions or failures of the kroot application and program data due to circumstances beyond kroot's sphere of influence and responsibility (fault of third parties, faults in telecommunications lines, portal interfaces, technical faults at the customer, force majeure, etc.) do not count as defects .). Processes and consequences also do not count as defects, insofar as they are based on independent inputs, settings and other actions by the customer when using the kroot application.

11.4.Customers ensure that the technical requirements for using the kroot application communicated by kroot are met.

11.5.Liability for defects that already existed at the time the contract was concluded, as long as they were recognized by the customer or if the customer should have recognized them and in both cases did not report them within 24 hours, is excluded.

11.6.If the security of the customer or the infrastructure of the kroot application is acutely endangered (e.g. due to malware or unauthorized access attempts), kroot may temporarily restrict access to the kroot application and the scope of its functions as required and with due consideration for the interests of the customer.

11.7.Maintenance times (which include typical maintenance, conversion, update or installation work) do not constitute defects.

11.8.If kroot provides the customer with legal information templates (e.g. supplements to the customer's data protection declaration), this does not constitute legal advice, but rather samples without any claim to correctness and completeness, which the customer must check individually.

11.9.Claims for defects become statute-barred in twelve months, unless a defect was fraudulently concealed. For the rest, claims for poor performance become time-barred within 6 months, subject to mandatory statutory regulations. The commercial examination and complaint obligations apply.

11.10.kroot gives no guarantee for specific successes, sales or other target agreements that have not been expressly agreed.

11.11.Customers are responsible for backing up their content and data before the end of the contract period. Subject to legal or other contractual obligations, kroot is not obliged to retain the customer's content and data beyond the contractual period. 

11.12.The above provisions on warranty also apply in accordance with the provisions of these GTC on liability (section 14).

12. Interfaces

12.1.Insofar as kroot provides interfaces with which the customer can access the kroot application with software from portals or other third-party providers, kroot guarantees the functionality of the interfaces in accordance with the availability regulations of these General Terms and Conditions only to the extent that the functionality is within kroot's sphere of influence and responsibility . 

12.2.In particular, no guarantee can be given for a lack of compatibility of the interfaces or access options if the defects lie in the software or in changes to the portals or other third-party providers that kroot cannot influence.

12.3.The same limitations apply when customers interface the third party software with the kroot application.

13. Use of Third-Party Services

13.1. The following regulations apply to the use of third-party services as part of kroot's performance of services for the customer. Third-party services are services that are obtained from third parties in the name of or otherwise as part of the customer's order, or that are used by kroot. This includes the services of platforms (provision, permission to use, etc.) or license rights of the providers of stock content.

13.2.If material defects or defects of title are based on the defectiveness of the service provided by a third party and if the third party does not act as a vicarious agent of kroot, but merely passes on a service to the customer, kroot is recognizable to the customer, kroot is not liable for the defects in the services of the third party. kroot is responsible for the defect itself if the cause of the defect was set by kroot, ie the defect is due to improper modification, integration or other treatment of the services of third parties for which kroot is responsible.

13.3.kroot is not responsible if third-party services are restricted or discontinued altogether by the third party. If the third party introduces a fee for the provision of its services, kroot has the right to adjust the fee agreed with the customer accordingly, provided that the customer wishes to continue using the third-party services after consultation and the fee would be charged to kroot.

14. Conduct of Third Parties

14.1. The customer acknowledges that the behavior of third parties in online media is difficult to calculate and kroot is not responsible for the behavior of third parties (e.g. and if any, or not excluded, comments from users of the platforms).

14.2.This does not apply if kroot culpably prompted this behavior. In this case, liability is determined in accordance with Section 14   of these General Terms and Conditions. In determining kroot's liability, the standards of behavior customary in the industry and the patterns of behavior that can reasonably be expected of the third party are to be taken as a basis.

14.3. kroot will inform the customer, insofar as he does not need to know the information himself, as soon as the behavior of third parties assumes an extent that could permanently damage the customer's reputation or sales promotion.

14.4.If there are specific doubts as to the legal admissibility of third-party content or if there is objective reason to assume possible damage to the customer and the customer cannot be reached within a period of time appropriate to the damage (generally 24 hours), kroot is entitled to depublish this content (e.g. to block or, if not possible, to delete comments or to stop an advertisement).

15. Liability

15.1.kroot is only liable under this contract in accordance with the following liability provisions.

15.2.  kroot has unlimited liability for damage caused intentionally or through gross negligence by kroot itself or by legal representatives or executives of kroot, as well as for damage caused intentionally by other vicarious agents; for gross negligence on the part of other vicarious agents, liability is determined according to the provisions for negligence listed below in Section 14.5 of these General Terms and Conditions.

15.3.kroot has unlimited liability for damage to life, limb or health caused intentionally or negligently by kroot and kroot's legal representatives or vicarious agents.

15.4.kroot is liable for product liability damage in accordance with the provisions of the Product Liability Act.

15.5.kroot is liable for damage resulting from the breach of cardinal obligations by kroot itself and by kroot's legal representatives or vicarious agents. Cardinal obligations are the essential obligations that form the basis of the contract, which were decisive for the conclusion of the contract and on the fulfillment of which the customer can rely. 

15.6.To the extent that kroot's liability is not excluded, liability is limited to compensation for damage that is foreseeable and typical for the type of transaction in question (hereinafter referred to as "typical damage"). The typical damage is generally limited to the specified amount and otherwise to the amount of the fee for the period in which the breach of duty took place, unless the limitation would be inappropriate in individual cases from the point of view of equity. This also applies to lost profits and missed savings. Liability for other remote consequential damages is excluded. kroot is only liable for the loss of data in accordance with the above paragraphs if such a loss could not have been avoided by appropriate data backup measures on the part of the customer.

15.7.kroot is liable for damages due to a lack of guaranteed properties up to the amount that was covered by the purpose of the guarantee and that was recognizable to kroot when the guarantee was given.

16. Release

The customer indemnifies kroot against all claims and damages that kroot suffers as a result of legal violations that can be attributed to the customer. The damages include the necessary legal costs.

17. Modification of Terms and Conditions

17.1. kroot reserves the right to change the terms and conditions at any time with effect for the future. The change of essential regulations, which influence the contractual balance of the customer to kroot, only takes place if there are valid and factual reasons that are reasonable for the customer. 

17.2.In the event of changes to the GTC, kroot will inform the customer of the changed GTC at least in writing, so that the customer has at least fourteen days to object to the changes before they are implemented. If the customers do not object to the changed conditions within the period, they are deemed to have been accepted. Customers are informed of their right to object and its consequences.

18. Privacy and Accountability

18.1.Each contracting party ensures that the data processing taking place in its business operations complies with the applicable data protection requirements and supports the other contracting party to the agreed, legally stipulated and otherwise reasonable extent in fulfilling the data protection obligations arising in connection with the use of the kroot application by the customer .

18.2.Insofar as kroot provides customers with the option of specifying the web address of their data protection information, kroot will refer to this data protection information when collecting the data of the job applicants. Otherwise, kroot reserves the right to inform the job applicant at the same point that their information will be processed in accordance with the legal requirements and will refer to the customer as the person responsible for this processing. The passage used is the data protection information from kroot (there under: “Notes on the processing of data by job providers”). However, the customer is not entitled to have the information or its design displayed, nor is it legal advice. The customers are independently responsible for checking their information obligations. 

18.3.If necessary, the customers undertake to conclude an order processing contract within the meaning of Art. 28 Para. 3 and 4 DSGVO and to make agreements that are governed by the law on the protection of personal data and/or trade secrets in the case of the use of the kroot application are provided. Here, kroot provides the customer with the corresponding contract texts. Customers' own contract templates can only be considered for a reasonable examination fee.

19. Confidentiality, property rights and protection of secrets

19.1.The contracting parties undertake to treat confidentially all confidential information that becomes known to them during the implementation of this contract and to use it only for contractually agreed purposes.

19.2.Confidential information within the meaning of this provision is information, documents, details and data that are designated as such or are to be regarded as confidential by their nature. 

19.3.In particular, the following matters are considered to be covered by this confidentiality agreement: data of the job prospects, customer lists, contractual partners and contract internals, sales figures, price lists, pricing and discount agreements, business balance sheets, technical know-how and software developments (especially with regard to the kroot application), creditworthiness, personnel matters , production and development processes, marketing processes and planned marketing measures.

19.4."Reverse engineering", ie observing, examining, dismantling or testing the kroot application as well as hardware and software of the kroot application, is not permitted without kroot's consent.

19.5.The contracting parties undertake to grant access to confidential information only to those employees who are entrusted with the provision of services within the framework of this contract. The contracting parties will not file any property right applications for confidential information of the other contracting party.

19.6.The rights and obligations under this secrecy section shall not be affected by termination of this Agreement. Both contracting parties are obliged to return or destroy confidential information of the other contracting party upon termination of this contract, insofar as this has not been properly used.

19.7.Both the customer and kroot may, subject to any express confidentiality obligations, refer to the use of the kroot application by the customer. In addition, public statements by the contracting parties on cooperation will only be made by prior mutual agreement.

20. Non-compete Clause

The contracting parties are entitled to conclude contracts of the same or a different kind with other business partners, including competitors of the respective contracting party, provided that this does not conflict with confidentiality, legal, in particular data protection and trade secret law concerns and the purpose of this contract is not jeopardized.

21. Jurisdiction, Applicable Law, Form and Final Provisions

21.1.Customer terms and conditions that deviate from these GTC shall not apply unless kroot has expressly recognized the customer's different or conflicting terms and conditions. A lack of objection to the terms and conditions of the customer does not constitute recognition.

21.2.Written form within the meaning of these GTC means text form on a permanent data medium with a recognizable sender and recipient (e.g. fax or e-mail with recognizable sender). Declarations that meet higher formal requirements, such as written form with a handwritten signature, are also effective. Verbal or conclusive explanations are not effective.

21.3. The law of the Federal Republic of Germany.

21.4.The place of performance and exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship is the registered office of kroot, provided the customers are merchants, legal entities under public law or special funds under public law or have no domestic place of jurisdiction. Nevertheless, kroot is also entitled to sue at the customer's place of business.

21.5.Customers may only transfer claims arising from claims against kroot based on this contract to third parties with the consent of kroot.

21.6.The ineffectiveness of individual provisions of these General Terms and Conditions and the contractual agreements based on them does not affect the effectiveness of the remaining provisions. In this case, the contracting parties undertake to agree on effective regulations that come as close as possible to the intended purpose of the ineffective regulations. This applies accordingly to the closing of any contractual gaps.

 

 

Status 07.02.2022

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