§ 1. General
§ 2. Subject of the contract Compensation-Online
- The following general terms and conditions (hereinafter referred to as "GTC") shall form an integral part of any contract with COP CompensationPartner GmbH (hereinafter referred to as "COP") relating to one of the contract objects defined below. They do not apply for use in the free test mode.
- The services provided by COP are intended exclusively for companies and not for private customers and are only subject to the following conditions.
- With his order of one of the following contractual objects, the customer accepts these general terms and conditions.
- Any counterclaims of the customer with reference to his terms and conditions are hereby rejected.
§ 2.1 Conclusion of the contract, activation, duration of the activation
- COP operates a compensation platform on the Internet for jobs from industry, service and trade with annual payments up to 200,000 euros (later referred to as "Compensation-Online").
- COP provides Compensation-Online in the full version in the context of a paid license and in the test mode under a free license.
- Compensation-Online covers most occupations on the market, but there are occupations to which no market data can be delivered.
- The statistical model of Compensation-Online is updated at least twice a year. Each update is based on at least 250,000 current salary data.
§ 2.2 Compensation
- The contract between COP and the customer is concluded with the customer's order, the acceptance of these terms and conditions and the activation to the unrestricted use of Compensation-Online by COP.
- Activation follows after the customer's order. The customer receives his invoice immediately after or together with the activation.
- COP reserves the right to refuse an order and to refuse the activation.
- The activation is initially for one year. The time at which the customer can use Compensation-Online without restriction for the first time is decisive in this respect. If Compensation-Online is expanded at a later date with additional services, the same term shall apply to those additional services as for the initial activation.
- “Customer” describes exactly the organisation for which Compensation-Online is purchased. Related or connected organisations such as mother- or daughter-organisations and similar are not included. A use of Compensation-Online of those related or connected organisations requires additional Compensation-Online licenses.
§ 2.3 Contractual term, termination
- Use of Compensation-Online is chargeable in the full version.
- The period allowed for payment for COP invoices is 14 days.
- COP is entitled to block the use of Compensation-Online for the customer if the customer is in arrears.
- After ordering and activation, the customer will receive an invoice for the Compensation-Online annual fee.
§ 3 Subject matter of the contract salary reports, salary comparison and remuneration studies
- The contract runs for 12 months and is automatically renewed for another 12 months, if the customer does not cancel three months before expiry of the term.
- The right to exercise extraordinary termination for good cause remains unaffected.
§ 4 Grant of license
- Salary reports are individually created salary information, which are based on searches in our database or on research of partner companies.
- Salary comparisons and remuneration studies are essentially prefabricated extracts from Compensation-Online on one topic.
- The two products of salary reports and remuneration studies are individually ordered and delivered in each case.
- Salary comparisons can be individually ordered or permanently subscribed to. A subscription for salary comparisons may be terminated at any time with immediate effect. Prior to termination, delivered salary comparisons are to be paid by the customer as agreed.
§ 5 Privacy
- With the activation or shipping, COP grants the customer the non-exclusive, non-transferable, non-sublicensable, revocable, temporally and spatially limited to the term of the contract, right to use the contract object provided to him for internal use, namely to reproduce for internal evaluations, i.e. the use of the results generated for internal decisions of customers on remuneration design in his own company and/or for the preparation and/or development of a remuneration system, also with the assistance of third parties, within the company, to the extent required. The internal use of the provided contract object of the contract also includes loading, displaying and running.
- The customer shall not duplicate the respective contract objects beyond the agreed scope without the prior written consent of COP and will not remove any software components. The customer is only entitled to edit or decompile the respective object of the contract if this is legally permissible, and only if the necessary information is not made available by COP at the customer's request.
- The customer will not remove the copyright notices, markings and trademarks contained in the respective contract objects, on the data medium or in the documentation. In case of duplication, he will reproduce it without alteration.
- The customer may not use or add his own brands, names or copyright notices in connection with the object of the contract.
- The customer may create a backup copy of each contract object as far as is technically possible.
- The rights under the preceding paragraphs 1 to 5 are given for the number of contract objects ordered by the customer. Furthermore, all rights remain in connection with the object of the contract and the documentation with COP; In particular, a transfer of rights is not connected with the preceding paragraphs 1 to 5.
§ 6 Liability for damages
- COP undertakes to treat all customer data as strictly confidential and to only use salary data for anonymous statistical evaluations. The anonymity of all data will always be ensured.
- The customer undertakes not to store or transmit the names of employees, but only job descriptions or personnel numbers with the salary data.
§ 7 Reference list
- Unless otherwise stated in these General Terms and Conditions, COP shall be liable in the event of a breach of contractual and non-contractual obligations in accordance with statutory provisions.
- COP is liable - regardless of the legal basis - for compensation for damages resulting from an intentional or grossly negligent breach of duty by COP or by one of its legal representatives or vicarious agents.
- In the case of a merely simple or minor breaches of duty by COP or one of its legal representatives or vicarious agents, COP shall only be liable
- - but unlimited - for damages based thereon resulting from injury to life, limb or health;
- for damages arising from breach of contract. Essential contractual obligations are those obligations whose fulfilment is the only way to ensure the proper execution of the contract and that the customer can regularly rely on and may trust. However, in this case COP's liability is limited to the amount for damages typical for the contract, as foreseeable at the time of contract conclusion.
- The restrictions of liability arising from section 3 shall not apply if COP or its legal representatives or vicarious agents have fraudulently concealed a defect or have assumed a guarantee for the quality of the contract object or a procurement risk. In addition, a possible mandatory statutory liability, in particular from the Product Liability Act, remains unaffected.
- Insofar as the liability of COP is excluded or restricted in accordance with the above regulations, this shall also apply to the personal liability of COP's organs, legal representatives, employees, workers and vicarious agents.
§ 8 Prohibited uses
- COP is empowered to maintain the company names of the customers in its reference list, which shall be made publicly available for interested parties.
- If the customer does not agree, this shall be communicated to COP in writing.
§ 9 Choice of law and place of jurisdiction
- The customer is obliged to notify COP if an employee leaves the company of the customer with access data to Compensation-Online, so that this access can be blocked by COP.
- All salary information of COP will be kept confidential and may be used only within the company which has acquired the salary information, unless the customer has been authorised by COP for further use. Thus, e.g. it is forbidden for consulting companies to determine salary information via a Compensation-Online license and then make it available to third-party companies in the framework of their own projects.
§ 10 Severability clause
- This contract is subject to German law. The UN Convention on the International Sale of Goods (CISG) does not apply.
- The place of jurisdiction for all disputes arising from this contract and its execution is Hamburg.
If any provision of this contract should be wholly or partly ineffective, this shall not affect the validity of the remaining contractual agreements. In such a case, the contracting parties are obliged to replace the ineffective provision(s) with one which is closest to the economic purpose of the ineffective provision(s) and which in turn is effective. The same applies if the contract has loopholes in it.
GTC as of: 01 January 2017