A. General section

1. Basic provisions

1.1 UAtalents UG, Alexander-von-Humboldt-Weg 13, 12489 Berlin (hereinafter: "UAtalents") operates, among other things, the online platform "uatalents.com" (hereinafter: "online platform") on which it enables companies to post job advertisements specifically for refugee Ukrainian job seekers.

1.2 UAtalents also offers various supplementary services, which, depending on the package selected, may ensure increased visibility of the company on the platform, analysis and processing of the data related to the advertisements, as well as consulting services supporting the employee search.

1.3 In addition, UAtalents also independently undertakes the targeted search for and placement of job seekers on the basis of a specific requirement profile.

1.4. The possible formats of work are selectable on the online platform. Such formats and their terms are defined below (hereinafter "packages").

2. Scope of application; no Use by consumers; amendment of the general terms and conditions of business

2.1 These general terms and conditions (hereinafter: "GTC") apply to contracts concluded between UAtalents and the contracting party for the provision of individual placement services, as well as job advertisement services (hereinafter: "order").

2.2 The application of GTC of the contracting party is excluded. Deviating, conflicting or supplementary GTC of the contractual partner shall only become part of the contract if and to the extent UAtalents has expressly agreed to their validity in writing. This consent requirement applies in any case, for example even if UAtalents accepts the payments of the contractual partner without reservation in knowledge of the contractual partner's general terms and conditions.

2.3 UAtalents offers services packages according to these terms and conditions only to contractual partners who are not consumers in the sense of § 13 BGB. The use of the products is thus exclusively permitted to entrepreneurs in the sense of § 14 BGB, associations, legal entities under public law or special funds under public law (hereinafter: "Customer").

2.4 UAtalents reserves the right to change these GTC at any time and without giving reasons, while considering and weighing the interests of the Customer. The new GTC will be posted on the online platform. UAtalents will make all efforts to notify all the Customers on the changes to these GTC. Should the Customer not object to their validity within 14 days after they have been posted, and follows with accepting the services from UAtalents, such Customer is deemed to accept the GTC and have no objections as to them.

2.5 At the time of concluding a new order or amending the existing order, such orders/amendments hereto are regulated by the GTCs, valid at the time of their conclusion.

3. General terms and conditions for the provision of services by UAtalents; payment

3.1 UAtalents offers its customers the following services:

- possibility to place job advertisements on its online platform and supplementary services in this context (hereinafter "job advertisement services”).
- possibility to place job advertisements on its online platform as well as to make use of placement services (hereinafter “placement services”).

UAtalents always use state-of-the-art technologies, so individual services and packages may be subject to changes. The presentation of the products and packages on the online platform therefore only reflects the product offered at the respective time and does not constitute a binding offer.

3.2.1. Job advertisement services. The client can choose one of the following service packages: Free, Supporter, or Platinum Supporter. Picking one of the stated packages redirects the Customers to the order confirmation, which underlines the services to be provided. Such an order also contains, in addition to the selected package scope, a service fee for the services included in the package, which may not be less than the minimum remuneration (cf. clause B.1.3).

3.2.2. Placement services. Client can choose one of the following service packages: Access, Grow, Dedicated Recruitment. Picking one of the stated packages redirects the Customers to the order confirmation, which underlines the services to be provided. Such order also contains, in addition to the selected package scope,  a fixed remuneration, which is paid in case of a successful hire of a candidate, suggested by UAtalents. A successful placement occurs, when the customer hires the job seeker by entering a contractual relationship, for instance, but not exclusively on the basis of an employment contract (“successful placement”). In case of successful placement of such job seeker, the Customer shall, during 15 calendar days after signing a contract with the job seeker, inform UAtalents and perform the payment of the remuneration amount on the terms, stated in the invoice by UAtalents. In all other respects, the calculation of the full amount of remuneration shall be governed by section B.1.4. A claim to remuneration arising in accordance with these specifications shall exist irrespective of the term of the order within the meaning of section A.7.2.

3.3 The scope of services and usage agreed upon with the Customer, the start of the term and duration in case of continuous services, the remuneration as well as additional conditions and services agreed upon, if applicable, are based on the discussed service descriptions as they are recorded in the order confirmation. Insofar as provisions of the order confirmation conflict with individual provisions of these GTC, the provisions of the order confirmation shall prevail.

3.4 UAtalents is entitled to use one or more subcontractors for the fulfillment of the contractual services and to use these subcontractors, as far as this is necessary for the provision of the contractual services

3.5 Agreed service fees for the services of UAtalents are exclusive of statutory value-added tax. Depending on the package of services agreed upon with the Client,  UAtalents might invoice services in intervals as stated in the order confirmation. The place of performance for all obligations arising from the orders is Berlin.

3.6 The customer is only entitled to offset and/or assert rights of retention if his counterclaims are legally established, undisputed, or recognized by UAtalents.

4. Duties of conduct of the customer; contents of third parties; indemnification

4.1 The customer is obligated to provide truthful and complete information about all data collected at the conclusion of the contract or in connection with the execution of the contract. In case of a change of the collected data after the conclusion of the contract, the customer must inform UAtalents immediately about the changes.

4.2 The customer guarantees that any texts, graphics, trademarks, photos, data, information, or any other material provided to UAtalents for the performance of the services (hereinafter: "material") does not unlawfully affect any rights of third parties, especially trademark rights, copyrights, and personal rights, nor does it violate any other laws. UAtalents does not undertake any legal examination regarding the permissibility of copying, editing, and publishing the material provided by the customer as well as its release to the public.

4.3 The Customer informs UAtalents if the transmitted data contains personal data. The customer is informed that he must observe data protection regulations if the data transmitted by him contains personal data. The customer agrees to comply with data protection regulations in connection with the transmission of personal data.

4.4 UAtalents is allowed to temporarily block the published material of the customer in case of repeated violations of these terms and conditions. UAtalents will inform the customer of the beginning and the reason for the blocking will be communicated to the customer.

4.5 In case UAtalents is held liable by third parties because the customer has violated the warranty according to clause A.4.2 or other obligations arising from the contractual relationship with UAtalents, the customer shall indemnify UAtalents from any liability and any costs, including reasonable costs of proceedings, to the full extent upon first request UAtalents will inform the customer immediately about the claim and give him, as far as this is legally necessary and/or possible, the opportunity to defend the asserted claim. This indemnification and information obligation shall apply accordingly to UAtalents vis-à-vis the Customer.

5. Granting of rights

5.1 As far as the material released or posted by the Customer or uploaded to the online platform by the Customer is legally protected (e.g. by copyright or by industrial property rights), the customer grants UAtalents a simple right of use and the right of editing for the duration of the order, that is unlimited spatially and content-wise regarding all known and future types of use. This transfer of rights also refers to any protected contents of third parties. This granting of rights particularly covers the right of duplication and distribution, release to the public, and storage in databases. The customer guarantees that it is entitled to use the material and to grant any necessary use rights to UAtalents.

5.2 UAtalents is entitled to use for self-promotion purposes and to a reasonable extent, the name, company symbol, trademarks, and logos of the customer on the websites, presentations, brochures, and social media channels of UAtalents.

5.3 In the event of an infringement of the rights of use granted under this agreement by the contractual partner, vicarious agents, or third parties, UAtalents is not obligated to prosecute. UAtalents is not obligated to assign contractual claims against third parties to the customer.

5.4 As far as UAtalents gets knowledge of infringements, UAtalents will inform the customer immediately.

6. Liability of UAtalents

6.1 UAtalents is liable for damages - regardless of the legal reason - in case of intent and gross negligence.

6.2 In case of simple negligence UAtalents is only liable for damages resulting from injury to life, body, or health and for damages resulting from the violation of an essential contractual obligation (obligation, the fulfillment of which enables the proper execution of the contract in the first place and on the compliance of which the contractual partner regularly relies on and may rely on), whereby in the latter case of violation of an essential contractual obligation the liability of UAtalents is limited to the compensation of the foreseeable, typically occurring damage.

6.3 The limitations of liability according to clauses A.6.1 and A.6.2 do not apply as far as UAtalents has assumed a guarantee or fraudulently concealed a defect of the contractual services. These limitations of liability also do not apply to claims of the customer according to the product liability law and any applicable data privacy laws.

6.4 If the customer suffers damages from the loss of data, UAtalents is not liable for this, as far as the damages could have been avoided by a regular and complete backup of all relevant data by the customer.

6.5 All contractual claims of the Customer, which are not already excluded due to late notice, expire at the latest one year after the beginning of the statutory limitation period. With the exception of claims for breach of cardinal obligations, this shall not apply to such claims for which UAtalents is liable pursuant to Section A.6.1 - A.6.3.

6.6 If any payment, which is due in the course of the contractual relationship between the Customer and UAtalents, needs to be collected at law, by an attorney or under advice therefrom, or through a collection agency, the Customer agrees to pay all costs of collection, including, without limitation, all court costs and reasonable attorney fees.

7. Contract term; blocking of content; termination of contract

7.1 Ordinary termination of the contract during the agreed contract term is excluded.

7.2.1. Job advertisement services. In the case of the packages for the Job advertisement services, the contractual term is 1 month.  After such term, and unless terminated by the parties, the duration of the order shall be automatically extended for each subsequent month (hereinafter: "extended contract term"). The contract can be terminated by either party with two weeks' notice before the end of the original contract term or during the extended contract term.

7.2.2. Placement services. In the case of the packages for the placement services, the contractual term is 1  month (hereinafter: "original contract term"). If UAtalents was unable to find a suitable candidate after the agreed original contract term, the term is automatically extended by the original contract term (“extended contract term”). Both parties to this agreement may, however, terminate the extended contract with a cancellation period of 1 month. This termination must be declared in text form. Further, the parties to this agreement may consensually modify parts of this agreement in case the original contract term is extended.

7.3 The parties are entitled to extraordinary termination of individual or all orders based on important grounds at any time. An extraordinary termination by UAtalents is especially possible in case of violations relevant under criminal law, in case of violations of the obligation to provide truthful company data, in case of violations that make the execution of the contract impossible, or in case of other gross breaches of duty, e.g. misuse of access data. The extraordinary termination must be declared in text form.

7.4 As a consequence of the termination of an order (regardless of the type of termination and also in case of extraordinary termination for cause) the granting of rights according to clause A.5 ends with the termination of the order. UAtalents is not obligated to recall the material and company data passed on to third parties.

8. Data protection

8.1 The processing of the customer’s personal data by UAtalents is generally performed in accordance with this contract, otherwise the Parties shall enter into a separate data processing agreement.

8.2 In case of personal data is processed on behalf of the customer, the customer is responsible for the lawfulness of the processing by UAtalents. In particular, the customer assures UAtalents that personal data will be processed by the customer in accordance with the law.

9. Final provisions

9.1 The place of jurisdiction for all legal disputes arising directly or indirectly from the contractual relationship between UAtalents and the customer is Berlin.

9.2 The contractual relationship between UAtalents and the customer as well as these terms and conditions are exclusively governed by the laws of the Federal Republic of Germany. The application of the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.

B. Special Section. Placement services terms and conditions

1. Rights and obligations of UAtalents; Remuneration level

1.1 UAtalents determines a suitable candidate for the customer on the basis of its own applicant database and the requirement profile specified by the customer. UAtalents will endeavor to find a candidate that has the experience, training, qualifications, and any authorization that the customer considers necessary or which may be required by law or by any professional body and that the candidate is willing to work in the position that the customer seeks to fill. In performing the placement services, UAtalents also takes into account applications and applicant profiles received after the conclusion of the contract. UAtalents is only required to make other special inquiries if this has been expressly agreed upon.  UAtalents commits to act immediately after the conclusion of the contract with the customer and to execute the order diligently, sustainably, and by taking advantage of all closing opportunities that present themselves. In this regard, UAtalents will regularly develop mediation activities in order to promote the mediation.

1.2 UAtalents will provide potential candidates via the applications at the platform. All referred candidates are considered to be valid referrals from UAtalents to the customer unless the customer notifies UAtalents according to section B.2.3 within three (3) business days of recent and prior employment conversations, which the Customer customer has conducted with a referred candidate.

1.3 UAtalents is entitled to also take into account the preferences of the candidates in the placement process and is, however, obligated to strict impartiality in doing so. UAtalents reserves the right to match job seekers to other customers of UAtalents

1.4 In principle, the scope of the services specifically selected by the Customer shall be taken into account for the calculation of the remuneration to be paid for the services. If a placement is not successful, the guidelines of section A.3.2 apply. The customer understands that UAtalents incurs recruiting expenses by performing prior to the payment of the remuneration. Thus, UAtalents operates on a risk-based and contingency-bound procedure and will be remunerated through the payment of the agreed fee after the successful placement of a referred job seeker. Besides the remuneration calculated based on this pricing matrix, the customer is not obliged to separately reimburse UAtalents for expenses connected to the placement of a job seeker, for instance, long-distance telephone calls, traveling, sourcing expenses, website advertising, postage, office support, or other ordinary recruiting expenses.

1.5 The remuneration is due 15 calendar days after the candidate’s successful placement, namely signing a contract with the candidate.

2. Rights and obligations of the customer

2.1 The customer informs UAtalents immediately about all relevant circumstances and developments regarding the placement.

2.2 If UAtalents provides a candidate who is already known to the customer, the customer is obliged to reject UAtalents' proof in writing or in text form.

2.3 The customer is obligated to immediately, but in any case not later than 10 business days, notify UAtalents of the conclusion of a contract that is concluded as a result of mediation by UAtalents.

2.4 Referred candidates are considered active UAtalents candidates for a period of one (1) year from the date of the initial referral to the customer. Should the customer hire or employ a referred candidate in any job during this period, the remuneration fees described in section B.1.4 are due. During the term of the agreement between UAtalents and the customer, and for a period of one (1) year thereafter, the customer will not, directly or indirectly, solicit for employment any candidate of UAtalents without being obliged to pay the remuneration fee described in section B.1.4. If UAtalents' chance to earn the full remuneration in the sense of section B.1.4 and A.3.2 is thwarted as a result of the customer's conduct that is contrary to the provisions of these GTCs and culpable, the customer shall pay the full remuneration in accordance with the provisions of this contract. Compensation for further damage shall not be excluded thereby.

B. Special Section. Job advertisement services terms and conditions

1.1 The services and packages offered by UAtalents are available in three versions differing in scope. These versions are divided into the "Free", "Supporter ", and "Platinum Supporter" packages.

1.2 For the calculation of the amount of the minimum remuneration to be paid for the packages, the scope of the services selected by the customer shall be considered.

2. "Free"  package

2.1 The "Free" package, a basic version included in all other packages, allows posting jobs with up to three (3) concurrent supported job post advertisements free of charge. It also provides the "Job Management” (2.2) and “Applicant Management” (2.3) functionalities.

2.2 “Job Management” functionalities include the possibility to publish, and edit jobs along with information about the company.

2.3. “Applicant Management” functionalities include accepting applications among the candidates registered at the platform, reviewing them, and communicating with the candidates.

3. "Supporter" package

3.1 The "Supporter" package allows paying per job post per month with up to twenty-five (25) supported job post advertisements. It includes all the functionalities from the Free package. It also provides the "Job Featuring – Supporter Badge" (B.3.2), the “job Featuring – Supporter Search” function (B.3.3),), a “Job Featuring – Digest” and a “Job Featuring – Newsletter” functions (3.4) and Dedicated Employer Page (3.5.)

3.2  With the "Job Featuring - Supporter Badge", a client receives a label on all its job advertisements on the online platform, indicating the client's commitment to Ukrainian refugees.

3.3 The "Job Featuring – Supporter Search" places the customer’s company name in a dedicated filter to search jobs from the list of supporters only.

3.4 The “Job Featuring – Digest” function provides the inclusion of customer jobs’ links as a list of items in the digest of fresh jobs selected by a certain theme, while the „Job Featuring – Newsletter” function will allow a customer to include job advertisements in bi-weekly newsletter with the relevant jobs.

3.5. “Dedicated Employer Page” includes access to a separate page, where all the employer information is displayed and all the job offers from the employer are mentioned.

3. "Platinum Supporter" package

3.1 “Platinum Supporter” package has unlimited supported job advertisements. The additional elements of the "Platinum Supporter" package, which go beyond the functions of items B.2.2 to B.2.7, are the the “Brand Featuring - Front Page  Placement“ (B.3.2), the “Direct Sourcing” (B.3.9), and the “Priority support” (B.3.10) functions.

3.2 The “Brand Featuring - Front Page  Placement“ function secures a listing of the company logo on the partner page and the home page carousel of UAtalents online platform as well as job features ar respective sections.

3.3 The "Direct Sourcing" function, allows customers to search for applicants in the database directly against the background of a specific advertisement.

3.4 Users with "Priority Support" status are given priority over users of the packages of the first two levels in the event of support requests to UAtalents.