General Terms and Conditions for Clients

1 Validity of General Terms and Conditions

(1) These General Terms and Conditions (hereinafter referred to as "GTC") govern the provision of services on the website https://de.rgp.com (hereinafter referred to as "Website") by Resources Global Professionals (Germany) GmbH (hereinafter referred to as "RGP") and their use by companies and intermediaries (hereinafter referred to as "Clients"). By registering as a Client with RGP, you accept these GTC. The Client concludes the contract for the use of our services with Resources Global Professionals (Germany) GmbH, Beethovenplatz 2, 80336 Munich.

(2) The relationship between RGP and the Client is governed exclusively by these GTC. RGP does not accept any conditions that deviate from the GTC, unless RGP has agreed to their validity in writing.

2 Registration

(1) Client Registration is available to every employee of Client ("User"), who has been invited in writing by RGP to register on the website and who is at least 18 years of age and who has been entrusted by their company as responsible employee for searching and selecting experts, interim managers, project managers, consultants etc.

(2) By registering as a Client, the User can use the functionalities of the platform on behalf of the Client. In particular, the User can advertise projects, use the search function and contact experts.

(3) A user name and a password must be created during registration. When registering, the User must provide truthful information, in particular their first and last name, a valid e-mail address and information on the legal form of the company. Client ensures and warrants User's compliance with these requirements. A user account is automatically created by clicking on the button "register now for free". A confirmation link will be sent by e-mail to the e-mail address provided by the User. By clicking on the link, the User confirms their profile on behalf of Client and activates its use. RGP checks all registrations, in particular to determine whether the User is authorized to create a user account and whether the requirements set out in § 2 (1) are met.

(4) Except for the user profile information marked as "master data" the Client may not add to its user account any contact data or other information about itself or about third parties that would allow a direct contact with or reveal the identity of the Client or the third party (in particular, the following information may not be mentioned: name or company name, telephone, fax or mobile number, e-mail address, Internet addresses, articles or publications of any kind). Inadmissible information can be removed or blocked by RGP without comment. However, RGP is not obliged to do so.

(5) The user account is not transferable.

(6) RGP reserves the right to block user accounts if there is a reason to suspect that the User violates the provisions of these GTC.

3 Availability and Liability

(1) RGP does not warrant or assume any liability for the continuous availability of the Website or individual services. RGP will endeavour to keep the Website and services available for the Client. The Client shall however not have any claim for specific availability. In particular, RGP reserves the right to limit or suspend the operating hours for technical reasons - e.g. due to maintenance or repair work - for a certain period of time.

(2) RGP shall not be liable for any loss of or damage to data resulting from the use of the Website or from the failure of the Website.

(3) The aforementioned exclusion of liability does not apply if the loss or damage was caused by intentional or grossly negligent conduct of RGP. In case of simple negligence RGP shall be liable if essential contractual obligations (cardinal obligations) are breached. Essential contractual obligations are obligations which RGP owes to the Client according to the meaning and purpose of the contract or the fulfilment of which is essential for the proper performance of the contract and on the observance of which the Client may regularly rely. In this case (i.e. in case of a slightly negligent violation of cardinal obligations), the liability of RGP shall be limited to the damage which is typical for the contract and which is foreseeable.

(4) Any strict, non-fault liability of RGP which is mandatory under applicable law, such as the liability under the Product Liability Act or the liability for a statutory guarantee, shall remain unaffected by the above-mentioned limitations of liability. This also applies to RGP's liability for injury to life, body or health.

(5) To the extent that RGP’s liability is excluded or limited, this shall also apply to the personal liability of its legal representatives and vicarious agents. The limitations of liability shall apply to all types of claims, including those arising under tort law.

4 Scope of Services

(1) Various services are available to the Client on the platform. The Client may in particular instruct RGP with the search and placement of experts. In the event of a placement, RGP acts as the contractual partner of the Client. No direct contract will be concluded between the Client and the expert placed.

(2) Instructions can be placed via the Website, by telephone or by e-mail. Requesting expert profiles is free of charge for the Client and does not oblige the Client to work with any of the proposed candidates. If the Client decides to work with a proposed candidate, the Client will be obliged to conclude a service or work contract with RGP for the provision of consulting, project or management services to the Client. The parties may agree on an exception to this obligation in writing.

(3) When using the online form to publish a project, a call for proposals is automatically generated and published on the Website which is publicly accessible. The publication is anonymous. By using this function, the Client expressly agrees that the project may be published.

 

5 Obligations of the Client

(1) The conclusion of a direct contract between the Client and an expert in bypassing RGP is prohibited unless RGP has expressly agreed thereto in writing.

(2) Any access data for the user account must be treated personally and confidentially, kept carefully and protected against loss or disclosure to third parties. The Client is not entitled to share the access data for the use of the Website with any other person. The Client bears full responsibility for any activities committed under use of its access data. RGP is only liable for damages resulting from an unauthorized access in accordance with § 3 (3) to (5). If there are any indications of a misuse of Client’s access data, the Client must immediately change its password and notify RGP of the misuse. RGP reserves the right to block access to the Website in the event of any misuse. The Client undertakes to support RGP, upon request, in clarifying any cases of unauthorized use of the services by third parties through misuse of the Client’s access or access data by providing information and rendering other necessary or reasonable actions.

6 Remuneration in case of Placement by RGP

(1) The Client owes RGP a fee for any placement of an expert. The amount of the remuneration is agreed in the respective individual project contract.

(2) If the expert is permanently employed by the Client or a third party arranged by the Client within the term of a project for which RGP is entitled to a remuneration, the Client shall pay to RGP a one-time redemption fee in the amount of 15% of the expert's gross annual target salary agreed for the permanent employment, but in any event at least a net amount of EUR 15,000 - unless RGP and the Client have agreed otherwise in writing (text form is sufficient) in an individual contract.

(3) The provisions under § 6 (1) and (2) shall apply accordingly if the expert is employed by a third party at the instigation of the Client or if the Client has placed the expert with a third party. The term “third party” shall in particular include all subsidiaries and branches of the Client.

7 Invoicing

(1) RGP will invoice the Client for the expert's services on the last working day of each month.

(2) Invoices are payable within 14 days from the date of the invoice.

8 Duration and Termination of the Contractual Relationship

(1) The contract for the use of the Website is concluded for an indefinite period of time; the Client and RGP may terminate the contract at any time without cause by giving two weeks' prior written notice. This does not apply if and to the extent that the Client has booked the Business Premium Model according to § 4 (6); in this case the contract shall be concluded for a fixed period of 12 months and automatically extended for additional periods of 12 months each, unless terminated in writing (e-mail, fax, letter sufficient) before the end of the then-current 12-month period. Any services provided prior to the termination date shall be invoiced in full.

(2) Upon cancellation or agreed or otherwise legally binding termination of this contract, all future rights and obligations shall lapse for both parties with the exception of claims for payment for services provided until the moment of termination.

9 Serious Breach of Duty, Contractual Penalty

For each case of a culpable violation of Client's duty to refrain according to § 5 (1) (no direct conclusion of a contract between Client and the expert in bypassing RGP), the Client shall pay to RGP a contractual penalty in the amount of EUR 50,000 per violation. RGP reserves the right to claim further damages. In this case, the contractual penalty shall be set-off against the damage claim.

10 Rights of Use

(1) Whenever the Client adds own content, such as text or image material, to its user profile, posts such content on the Website (e.g. in a forum or blog) or makes use of interactive offers on the Website to exchange information with RGP or other Clients, the Client thereby grants, when activating the upload function, to RGP a permanent, irrevocable, non-exclusive, worldwide, content-unlimited and free-of-charge right, either by itself or through a third party, to publish the content of the Client on the Website, to make the content available to any third party for private use, to transmit the content via electronic communication networks (such as the Internet or mobile networks) to any stationary or mobile end user device on demand or as a push function - including for download -, to reproduce the content for the above purposes and to edit its form and design (but not its content).

(2) The Client is only entitled to post content which originates from it or for which it has obtained the necessary rights. The Client guarantees that any content posted by it is free of third party rights (in particular copyrights and trademark rights pertaining to text and image contributions and personal rights of individuals depicted or represented in any other form), which are contrary to the use of the content described in § 10 (1). The Client shall indemnify RGP against all third-party claims which are asserted against RGP or its vicarious agents due to the content (comments, contributions to a discussion in any form such as text or pictures, etc.).

11 Trademark Rights, Copyrights

(1) The use of RGP's logos and other marks is only permitted with the prior written consent of RGP.

(2) Furthermore, the content of RGP's Website, especially photos, are protected by copyright. RGP has the respective rights of use for the content posted by RGP. Such content may not be reproduced or otherwise used except for private purposes. Any publication requires the prior consent of RGP. None of the content may be copied, sold, loaned or otherwise reproduced or distributed without the express written permission of RGP.

(3) Any unauthorised reproduction or distribution of individual contents or complete pages outside of these terms or any legal exceptions (e.g. in copyright law) is prohibited and punishable by law.

(4) The Client grants to RGP the right to use the Client's logo as an example for other Website users. RGP usually prefers to use logos that are available for download on Client's Website. If necessary, the logo may be enlarged or reduced in size, but not changed in shape or colour.

12 Confidentiality

(1) Each party shall protect the business and trade secrets of the other party which have been entrusted or become known to it as such in the course of the parties’ cooperation under these GTC or the service or work contracts concluded hereunder ("Confidential Information"), even after termination of the contract.

(2) The parties shall ensure that the above-mentioned confidentiality obligations are also observed by their Users, employees, sub-agents or other auxiliary persons.

(3) This shall not apply to the disclosure to persons who are subject to a statutory obligation of confidentiality, insofar as the disclosure is necessary for the proper management of the business or to safeguard legitimate interests, in particular where a judicial or official obligation to disclose the Confidential Information exists.

13 Data Protection

You can find our privacy policy here.

14 Changes to the Services and GTC

(1) Changes to the Services

  1. RGP reserves the right to change the services offered on the Website or to offer different services, unless this is unreasonable for the Client.
  2. RGP also reserves the right to change the services offered on RGP's Website or to offer different services,
  • to the extent that RGP is obliged to ensure that the services offered by RGP comply with the law applicable to the services, in particular if the applicable law changes;
  • to the extent that RGP thereby complies with a court judgment or a decision of the authorities directed against RGP;
  • insofar as the respective change is necessary to close existing security gaps;
  • if the change is only beneficial to Client; or
  • if the change is of a purely technical or procedural nature and does not have a significant impact on the Client.
  1. Changes which only have insignificant influence on the functionalities of the Website do not constitute changes in performance within the meaning of this clause. This applies in particular to changes of a purely graphical nature and changes in the arrangement of functions.

(2) Amendments of the GTC

  1. RGP reserves the right to amend these GTC at any time without stating reasons, unless this is unreasonable for the Client. RGP will notify Client of any changes to the GTC in due time. If the Client does not object to the validity of the new GTC within six weeks after the notification, the amended GTC shall be deemed to be accepted by the Client. In the notification, RGP will inform the Client of its right to object and the significance of the objection period.
  2. RGP also reserves the right to amend the GTC,
  • if the change is only beneficial to the Client;
  • if the change is of a purely technical or procedural nature, unless it has significant impact on the Client;
  • to the extent that RGP is obliged to ensure that the GTC comply with applicable law, in particular if the applicable law changes;
  • to the extent that RGP thereby complies with a court judgment or a decision of public authorities directed against RGP; or
  • to the extent that RGP introduces additional, completely new services or service elements that require a service description in the GTC, unless the previous user relationship is changed to the disadvantage of the Client.
  1. RGP will inform about any such changes to the GTC, for example on its Website.
  2. Client's right of termination according to § 8 remains unaffected by any changes of the services or the GTC under this provision.

15 Final Provisions

(1) The law of the Federal Republic of Germany shall apply.

(2) Place of jurisdiction shall be Munich, Germany, if the Client is a merchant or does not have a residence in Germany and if no other exclusive place of jurisdiction exists.

(3) Should individual provisions of these GTC be invalid in whole or in part, this shall not affect the validity of the remaining provisions.

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