1 General, Scope of Application
1.1 Shapers.Builders (“Shapers & Builders”) offers employers and their representatives (the “Customer(s)”) to publish the employer’s company profile and job advertisements (“Job Ad”) for positions all over the world on the domain https://www.shapers.builders (“Site”).
1.2 These terms and conditions (“Terms”) together with the order submitted by the Customer and accepted by Shapers & Builders shall constitute the entire agreement between Shapers & Builders and the Customer (“Agreement”) and shall apply to all contracts for the placement of Job Ads or the creation of a customer account on the Site. Any conflicting terms and conditions of the Customer shall not apply, unless Shapers & Builders explicitly consents to them in writing.
1.3 Shapers & Builders reserves the right to amend the Terms from time to time, in which case Shapers & Builders will publish a new version of the Terms on the Site. Any changes to the Terms shall only affect new orders for job postings, i.e. orders the Customer places after publication of the respective new version.
2 Conclusion of Job Ad Agreement
2.1 A binding agreement for the placement of a Job Ad is entered into by and between Shapers & Builders and the Customer when the Customer has submitted an order for a Job Ad, e.g. by using Shapers & Builders’ order form for job postings on the Site (“Order”), and Shapers & Builders accepts such Order. Acceptance of the Order may occur by confirming acceptance in text form (section 126b BGB, e.g. via email), by issuing an invoice to the Customer or by publishing the Job Ad on the Site. A mere confirmation of receipt sent to the Customer electronically in accordance with section 312i para. 1 No. 3 of the German Civil Code (§ 323i Abs. 1 Nr. 3 BGB) does not constitute a declaration of acceptance. Shapers & Builders reserves the right to refuse to accept an Order for any reason whatsoever.
2.2 In the event that the Customer acts as an agency or similar service provider, it hereby assures that it is authorized to publish a Job Ad on behalf of the hiring company.
2.3 Shapers & Builders may demand the submission of an extract from the commercial register and other certificates as Shapers & Builders may deem necessary or appropriate to verify the Customer’s status.
3 Service specifications
3.1 Shapers & Builders shall publish the Job Ads submitted by the Customer and accepted by Shapers & Builders on the Site in the agreed listing category and for the agreed period in a format determined by Shapers & Builders. Shapers & Builders reserves the right, in its sole discretion, to correct obvious errors or omissions and to remove or change categorization in any portion of the Job Ad before its publication, or to request the Customer to do so.
3.2 Shapers & Builders may, but shall not be obliged to promote the Job Ads through Shapers & Builders’s marketing channels, e.g. email or social media channels including Twitter. In addition, Shapers & Builders may provide the option for job seekers to share a Job Ad via email or their social media accounts.
3.3 Shapers & Builders does not offer for job seekers to apply directly through the Site. The Customer shall elect one of the following options for job seekers:
(a) Shapers & Builders links the Job Ad to the Customer’s company website, or
(b) Shapers & Builders provides job seekers with an email address of the Customer.
3.4 Unless otherwise agreed in text form, e.g. via email, each Job Ad will be published on the Site within two (2) business days after acceptance of the Order by Shapers & Builders and remain live for a period of 30 days.
3.5 After submission of a Job Ad, the Customer shall have the right to modify such Job Ad only to the extent that the job position referred to in the Job Ad remains the same. A change to the job position shall be regarded as a new Job Ad. The Customer may request modifications within reasonable limits by sending an email to info@shapers.builders. In the event the Customer has access to the Admin Dashboard (as defined in clause 4 below), the Customer can modify a Job Ad directly through the Admin Dashboard
3.6 Shapers & Builders has full discretion in determining the placement of a Job Ad on the Site. The Customer has no right to a specific placement, unless a specific placement is part of the offer, as e.g. in the case of the featured job post.
3.7 Shapers & Builders will automatically remove each Job Ad from the Site after expiry of the agreed period or at any earlier date upon request of the Customer pursuant to clause 3.8.
3.8 The Customer may at any time request the removal of a Job Ad from the Site by submitting a removal request via email to Shapers & Builders. Shapers & Builders will generally remove a Job Ad from the Site within two (2) business days upon such request. In the event, Customer has access to the Admin Dashboard (as defined in clause 4 below), the Customer can delete a job post directly through the Admin Dashboard.
3.9 Shapers & Builders reserves the right to remove a Job Ad or other content from the Site if such content in the reasonable exercise of Shapers & Builders’ discretion does not comply with the specifications in clause 5 or clause 6 of these Terms. The same applies if a third party requests Shapers & Builders to remove certain content on legal grounds, unless the claim of such third party is obviously unjustified.
3.10 Shapers & Builders will not grant any refunds to the Customer for a Job Ad that has been removed by Shapers & Builders before the expiry of the agreed period pursuant to clause 3.8 or clause 3.9.
3.11 Shapers & Builders shall not be responsible to verify that a Job Ad is accurate or complies with applicable laws or regulations. Shapers & Builders in particular does not assume any liability whatsoever for the content of the Job Ad by accepting an Order. This also applies if Shapers & Builders conducts a content review before publishing a Job Ad.
3.12 The Customer acknowledges that the Site is publicly available and as such accessible by search engines, metasearch tools, crawlers or similar tools used by third parties. A third party might use such tools for example to download Job Ads and/or make them accessible on their own websites. Shapers & Builders shall not be liable for any such activities by third parties. Any requests for deletion must be placed directly with the respective third party.
4 Admin Dashboard
4.1 Additional services may be available as part of a customer account (“Admin Dashboard”), e.g. creation and managing of the company profile and Job Ads.
4.2 Shapers & Builders may, but is not obliged to provide the Customer with access to the Admin Dashboard.
4.3 When granted access to the Admin Dashboard, the Customer shall provide to Shapers & Builders with all information as to the hiring company’s identity reasonably requested by Shapers & Builders, such as the name, address, contact information, the legal form of the entity, the register and registry number, the authorized representative and VAT ID number of the hiring company.
4.4 In case the Customer is granted access to the Admin Dashboard, Shapers & Builders will provide the Customer with a personalized client account and access data for the Admin Dashboard. The Customer is obliged to keep its access data strictly confidential and protect it from unauthorized access by third parties. The Customer may not pass the access data to any third party without the prior written consent of Shapers & Builders, except to its personnel that needs to access the account on behalf of the Customer for the purposes of the Agreement. The Customer shall instruct its personnel accordingly. The Customer shall inform Shapers & Builders immediately of any suspected access data misuse. Shapers & Builders reserves the right to change the Customer’s access data and/or to deactivate the account if there are any indications of an unauthorized access by a third party.
5 General Obligations of the Customer
5.1 The Customer may only use Shapers & Builders’ services to promote a job opportunity for a bona fide position of employment.
5.2 The Customer may only submit Job Ads for jobs related to the Shape Up methodology.
5.3 All information provided by the Customer to Shapers & Builders has to be true and complete.
5.4 The Customer has the sole responsibility to ensure that a submitted Job Ad satisfies the requirements of all applicable laws and regulations.
5.5 The Customer undertakes to refrain from using any scripts, software or other mechanisms in connection with the Site, in particular if such mechanisms are used to generate or obtain data from the Site or may negatively affect or disrupt the functions of the Site.
5.6 The Customer agrees to deal fairly and professionally with job seekers who respond to a Job Ad and not to do anything that may bring Shapers & Builders and/or the Site into disrepute.
6 Content of Job Ads
6.1 A Job Ad must specify and disclose details of the hiring company, including its contact information and legal form, an adequate job description, a profile of requirements, the place of work and a way to apply for the open position.
6.2 A Job Ad may not contain the following content:
(a) more than one job description;
(b) content or links to content that is not directly related to the job, such as events or memberships without career relevance, competitions or mere advertising campaigns; or
(c) logos and/or trademark(s) of third parties.
6.3 The Customer guarantees that each Job Ad submitted to Shapers & Builders will be true, complete and accurate and comply with all applicable laws and regulations and, in particular, that it does not:
(a) contain false, inaccurate or misleading information;
(b) refer to a job involving any illegal activity;
(c) solicit employees by misrepresentation, such as misrepresentation of the terms of employment or the hiring entity;
(d) directly or indirectly link to websites containing illegal content;
(e) violate regulations pertaining to the press or media;
(f) violate third party rights, including any intellectual property rights; or
(g) violate anti-discrimination, data protection, unfair competition or advertising laws.
6.4 In case of violation of the obligations under clause 6.1. to clause 6.3 the Customer shall indemnify Shapers & Builders on first demand from all claims and expenses that third parties assert against Shapers & Builders. The obligation to indemnify also extends to the necessary costs of legal defense incurred by Shapers & Builders. The aforementioned indemnification shall not apply if the Customer is not responsible for the violation.
6.5 If the Customer receives a legal warning due to a Job Ad posted on the Site during the contractual term of the Agreement or if a respective court order, judgement or any other court decision is served in that regard, the Customer shall inform Shapers & Builders hereof immediately in text form (e.g. via email).
7 Granting of rights
7.1 By submitting an Order to Shapers & Builders, the Customer grants to Shapers & Builders a non-exclusive, worldwide, royalty-free, sublicensable and transferable license to use, copy, store, distribute and publish the Job Ad submitted by the Customer for the purposes set forth in these Terms (including for marketing and promotional purposes) for the duration of the Agreement.
7.2 Furthermore, the Customer grants to Shapers & Builders a non-exclusive right, unlimited in time and territory to:
(a) combine the data contained in the Job Ad with other data to create analysis and compilations of such aggregated data and to use, copy, process, store, modify, publish and disclose such combined data on an aggregate and anonymous basis for Shapers & Builders’ legitimate business purposes, during and after the term of this Agreement; and
(b) use the Customer’s name, logos and trademarks for the purpose of listing and promoting the Customer and its Job Ads on the Site and in Shapers & Builders’ marketing materials, in press releases and as a reference or part of a portfolio for showcasing Shapers & Builders’ services to potential investors and other customers, for example as screenshots in presentations, in pitch decks or promotion videos.
7.3 The Customer guarantees that it is fully entitled to grant the rights under this clause 7. The Customer shall indemnify Shapers & Builders on first demand from all claims and expenses that third parties assert against Shapers & Builders in that regard. The obligation to indemnify also extends to the necessary costs of legal defense incurred by Shapers & Builders. The aforementioned indemnification shall not apply if the Customer is not responsible for the violation.
8 Fees, Payment
8.1 For each publication of a Job Ad on the Site and for additional services agreed on, the Customer shall pay to Shapers & Builders the fees quoted on the Site for the selected services.
8.2 All prices quoted on the Site or communicated otherwise to the Customer are exclusive of VAT. VAT shall be added where applicable.
8.3 Shapers & Builders will invoice the Customer immediately upon conclusion of an Agreement unless otherwise expressly agreed on in text form.
8.4 Shapers & Builders is entitled to send all invoices and correspondence in relation to invoices (including, but not limited to, dunning letters) as an attachment in an email. The Customer undertakes to provide Shapers & Builders with a valid email address for such purposes and shall promptly inform Shapers & Builders of any changes in such email address.
8.5 Payments shall fall due immediately after receipt of the respective invoice without deductions.
8.6 The Customer has the option to pay by means of credit card (Visa, Mastercard or American Express).
8.7 The Customer must bear all bank fees.
9 Third party payment service provider
9.1 The Customer acknowledges that Shapers & Builders engages third party payment service providers for the processing of the payments made by the Customer. The processing of payments will be subject to the terms and conditions of such payment processors in addition to these Terms.
9.2 For payments by credit card, Shapers & Builders uses the payment service provider Stripe Inc., located at 185 Berry Street, Suite 550 San Francisco, CA 94107, USA (“Stripe”). Thus, if a Customer chooses payment by credit card the credit card details entered are transmitted to Stripe in the USA. Stripe’s terms of service can be found here: https://stripe.com/us/checkout/legal.
10 Confidentiality
10.1 Each party undertakes to hold in strict confidence all information that pertains to the other party’s business, including, without limitation, technical, marketing, financial, employee or planning information, pricing and/or other confidential or proprietary information that one party discloses to the other party and designates as “confidential” or “proprietary” at the time of disclosure, and to not disclose any such confidential information to third parties, other than to its employees, affiliated companies, subcontractors and/or outside counsels who need to know such information for the purposes of this Agreement and who will be bound in each case by appropriate confidentiality obligations.
10.2 The obligation of confidentiality pursuant to clause 10.1 does not apply to information that (a) is expressly intended for publication under the Agreement, (b) is or becomes publicly available, except as a result of unauthorized disclosure by the receiving party, (c) was already known to the receiving party prior to its receipt, (d) was independently developed by the receiving party without having known or used similar information of the providing party, or (e) was disclosed to the receiving party by a third party, who did not obtain said information by any unlawful means.
10.3 The foregoing obligations will not restrict either party from disclosing confidential information (a) pursuant to the order or requirement of a court, administrative agency, or other governmental body; (b) to the respective party’s legal or financial advisors; and (c) as required under applicable securities regulations. In addition, the foregoing obligations will not restrict Shapers & Builders from disclosing confidential information of the Customer to present or future providers of venture capital and/or potential private investors in or acquirers of Shapers & Builders, subject to customary restrictions.
10.4 The obligations under this clause 10 shall remain in place for a term of three (3) years following the termination of the Agreement.
11 Limited Liability
11.1 Shapers & Builders shall be unrestricted liable:
(a) for damages caused intentionally or with gross negligence by Shapers & Builders, its legal representatives or vicarious agents;
(b) for injury to life, body or health caused by the intent or negligence of Shapers & Builders, its legal representatives or vicarious agents;
(c) for losses caused by the breach of primary obligations by Shapers & Builders, its legal representatives or vicarious agents. Primary obligations are such basic duties that form the essence of the Agreement, which were decisive for the conclusion of the Agreement and on the performance of which the Customer may rely. If Shapers & Builders, its legal representatives or vicarious agents, breach Shapers & Builders’ primary obligations through simple negligence, then Shapers & Builders’ ensuing liability shall be limited to the amount which was typically foreseeable at the time the respective service was performed; and
(d) for losses arising from the lack of any warranted characteristics if applicable and up to the amount which is covered by the purpose of the warranty and which was foreseeable for Shapers & Builders at the time the warranty was given;
(e) in accordance with the German Product Liability Act (Produkthaftungsgesetz).
11.2 Any further liability of Shapers & Builders for damages shall be excluded.
12 Term and Termination
12.1 The Agreement shall be effective from the date of Shapers & Builders’ acceptance of an order submitted by the Customer. The Agreement shall terminate automatically after the mutually agreed period has expired.
12.2 The right to terminate this Agreement for good cause remains unaffected. Any such termination must be made in text form (e.g. via email).
13 Assignment
Neither party may assign the Agreement or any of its rights or obligations hereunder to a third party without the other party’s prior written consent, provided however that Shapers & Builders may assign the Agreement in its entirety, without the Customer’s consent, in connection with a sale of all or substantially all of its assets or an incorporation of its business into a limited liability company (Gesellschaft _mit beschränkter Haftung_). Shapers & Builders shall inform the Customer in text form (e.g. email) of any such assignment.
14 Miscellaneous
14.1 In the event that any provision of these Terms shall be unenforceable or invalid under applicable law or be so held by an applicable court decision, such provision will to that extent be severed from the remaining provisions which will continue to be valid to the fullest extent permitted by law.
14.2 The Agreement shall be governed by the laws of Germany.
14.3 The exclusive place of jurisdiction for all matters arising out of or in connection with this Agreement or its subject matter is Werder (Havel).