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General Terms and Conditions

of

Traitwise GmbH
Mühlenstr. 8a
14167 Berlin, Germany

The present General Terms and Conditions ("GTC") apply to all services provided by Traitwise GmbH (also referred to as "we" or "Traitwise GmbH") to its customers (hereinafter referred to as the "Customer" or "you"). The Customer's general terms and conditions shall not apply unless we have expressly agreed to their applicability in writing. Our services and these GTC are directed exclusively at entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB) as well as legal entities under public law and special funds under public law, and not at consumers within the meaning of Section 13 BGB.

Preamble

If you have entered into a license agreement with us for the provision of services or have completed your registration for our software via our registration process, including the subsequent registration confirmation (collectively also referred to hereinafter as the "License Agreement"), you shall, subject to any specific deviating agreements set out in the License Agreement or your registration, acquire the following services and rights.

1. Subject Matter of the Contract

  1. Traitwise GmbH offers a pre hire assessment software under the name "Traitwise", through which candidates considered for your selection processes can undergo suitability assessments.
  2. The services provided by us to you may include the components set out in the License Agreement, the registration process, and these General Terms and Conditions. The specific service components provided to you within the contractual relationship shall be determined by the License Agreement or by your registration.
  3. Within the scope of the contractual relationship, we process personal data on your behalf. Such processing is carried out on the basis of a data processing agreement pursuant to Article 28 of the GDPR ("Data Processing Agreement" or "DPA"), which becomes effective upon the License Agreement taking effect. The applicable DPA is available on our website or is attached to the License Agreement as an annex.

a. Software / Software Services

  1. The Traitwise software and the processes carried out within it constitute a software as a service ("SaaS") solution (hereinafter also referred to as the "Software" or "Software Services"), which is accessible directly via a web browser.
  2. We provide our Software Services, unless expressly communicated otherwise or agreed upon during the registration process, under a subscription model (legally classified as a lease) for the duration of our contractual relationship.

Traitwise GmbH
Mühlenstr. 8a
14167 Berlin, Germany
Managing Director: Timo Hilpert
Commercial Register: Berlin
Registration Number: HRB 271808 B
E-Mail: contact@trait-wise.com

b. Services

  1. In addition to the Software Services, we provide services related to our Software Services to you, provided that such services are separately agreed upon in the License Agreement. These services may in particular include the following components:
    • Consulting,
    • workshops,
    • training,
    • recruitment services.
  2. The engagement of services requires an individual agreement on the scope of services and remuneration within the License Agreement. The effort incurred in the provision of services shall be billed in accordance with the agreements set out in the License Agreement.

c. Web and Server Hosting

  1. In connection with our Software Services, we also provide web and server hosting services. Our web and server hosting services include, in particular, the provision of an IT environment for our software. The IT environment is set up on one or more servers. These servers are located in leased data centers.
  2. As part of our web and server hosting services, we provide you with storage space in the size booked by you or made available by us under the model booked by you for the storage of your data.
  3. We further ensure that your stored data can be accessed via the internet. You remain the sole entitled party to the data and may request the return of the data at any time. You are not entitled to make your storage space available for use by any third party.

2. Remuneration for Our Services

  1. You acquire our services generally under the conditions of the selected pricing model or in accordance with the terms of the License Agreement.
  2. Our services are generally invoiced in accordance with the agreements set out in the License Agreement.
  3. All remuneration is exclusive of value added tax at the statutory rate applicable at the time and place of performance of the services.
  4. The remuneration for the services to be provided by us shall generally be payable by you in advance for the respective contractual month. We are also entitled to invoice the respective remuneration in advance for a period of up to 24 months.
  5. Our invoices become due upon receipt and are payable without deduction within 14 calendar days to the bank account specified in the invoice. We are entitled to collect all remuneration via payment service providers. If we do so, you are also required to comply with the terms and conditions of such payment service providers when using them. We do not charge any separate fees for any of the payment service providers.
  6. We reserve the right to increase or reduce our prices if the prices of our service providers change, if this is necessary to offset inflation related price changes, if the consumer price index changes accordingly, or if we decide to price our business model differently. Price changes will of course be communicated to you in good time in advance so that you may accept or reject them. If you do not agree to a price change, we will seek to reach a mutual agreement with you.

3. Term of the Agreement

  1. The software license agreement is concluded for the term selected in the license agreement or during the registration process. In the absence of a specified term, the agreement is concluded for a standard term of one (1) year from the date of contract conclusion (the "Initial Term").
  2. Termination is possible at any time. The applicable termination provisions are set out in the offer, the license agreement, or the registration process. In the absence of specific provisions in these documents or processes, the following shall apply: either party may terminate the agreement with three (3) months' notice prior to the end of the applicable term. Termination may be effected in text form or by discontinuing the use of our services via the admin interface. If the agreement is not terminated in due time, it shall automatically renew for a further term equal to the Initial Term.
  3. Upgrades to the selected pricing plan or extensions of booked services may be made at any time with immediate effect. Downgrades or reductions of booked services are only possible upon termination of the existing agreement in compliance with the applicable notice periods.
  4. Upon the effective date of termination, access to the services for you and your users will be suspended. You may export the data processed through our services until the effective termination date. Thereafter, we will permanently delete your access. Any support services in connection with termination may be provided upon request and may be subject to additional fees.
  5. We reserve the right to discontinue our services or parts thereof with one (1) month's prior notice. In such case, any prepaid fees for unused services will be refunded on a pro-rata basis.
  6. The right of either party to terminate this agreement for cause with immediate effect shall remain unaffected.

4. Online Registration

  1. If the license agreement is concluded through our online registration process, the following provisions shall apply in addition to the other provisions of these Terms and Conditions.
  2. To use our software in accordance with these Terms and Conditions, you must create a user account. This requires completing the online registration process.
  3. The license agreement for the use of our services is concluded through the following steps:
    • Information provided on our website regarding the content and pricing of our paid services does not constitute a binding offer to enter into a license agreement.
    • By submitting the relevant registration form, you submit a binding offer to enter into a contract for the selected services.
    • Prior to submitting the registration form, we will inform you that the registration is subject to payment and provide you with the opportunity to review these Terms and Conditions and any additional contractual provisions. You may download and save these documents.
    • You will also have the opportunity to review and correct your entries before submitting the registration form.
    • Upon submission of the registration form, you will receive an order confirmation sent to the email address you provided. This confirmation generally constitutes acceptance of your offer to use our services.
    • In this confirmation email or in a separate email, you will receive the complete contractual documentation (including, where applicable, registration details, Terms and Conditions, order confirmation, and invoice), either as an attachment or via a provided download link. These documents may be downloaded and stored for your records.
    • Upon full payment of the purchased services, access to the services will be granted immediately, unless otherwise agreed.

5. Principles Governing the Provision of Our Services

  1. Our software allows you to create additional user accounts. For this purpose, you or the users created by you will generate the relevant passwords and access credentials. You are responsible for ensuring that all users created by you provide accurate and up-to-date information (e.g. name, email address). You are also responsible for ensuring that all users created by you comply with these Terms and Conditions and any applicable data protection regulations.
  2. You are responsible for maintaining the confidentiality of your access credentials and for all activities that occur under your account. You must immediately notify us of any unauthorized use of your account or any other breach of security.
  3. You agree to use our services only for lawful purposes and in accordance with these Terms and Conditions. You agree not to use our services in any way that could damage, disable, overburden, or impair our servers or networks, or interfere with any other party's use and enjoyment of our services.
  4. We reserve the right to suspend or terminate your access to our services immediately, without prior notice, if you breach any of these Terms and Conditions or if we reasonably believe that your use of our services poses a security risk or violates applicable laws.

6. Your Obligations

  1. You are obligated to use our services in accordance with these Terms and Conditions and any applicable laws and regulations.
  2. You are responsible for ensuring that all data you provide to us is accurate, complete, and up-to-date. You are also responsible for ensuring that you have all necessary rights and permissions to provide such data to us.
  3. You agree not to use our services to transmit, distribute, or store any material that is illegal, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, or otherwise objectionable.
  4. You agree not to attempt to gain unauthorized access to our services, other accounts, computer systems, or networks connected to our services, through hacking, password mining, or any other means.
  5. You agree not to use any automated system, including without limitation, "robots," "spiders," or "offline readers," to access our services in a manner that sends more request messages to our servers in a given period of time than a human can reasonably produce in the same period.

7. Limitation of Liability

  1. We shall be liable without limitation for damages resulting from injury to life, body, or health, as well as for damages resulting from a breach of a material contractual obligation (cardinal obligation) caused by us, our legal representatives, or our vicarious agents. Material contractual obligations are those obligations whose fulfillment is essential for the proper performance of the contract and on whose compliance the customer may regularly rely.
  2. In the event of a breach of a material contractual obligation, we shall be liable for property damage and financial losses caused by slight negligence only if such losses are typically foreseeable at the time the contract was concluded. This limitation of liability shall not apply if the breach of a material contractual obligation is due to gross negligence or willful intent on our part, our legal representatives, or our vicarious agents.
  3. We shall be liable for property damage and financial losses caused by slight negligence only if such losses are typically foreseeable at the time the contract was concluded. This limitation of liability shall not apply if the losses are due to gross negligence or willful intent on our part, our legal representatives, or our vicarious agents.
  4. The foregoing limitations of liability shall not apply to our liability under the German Product Liability Act (Produkthaftungsgesetz).
  5. You shall be responsible for the actions of your employees, legal representatives, vicarious agents, and any other users of our services as for your own actions. In addition, you shall indemnify and hold us harmless, upon first demand, from and against any third-party claims arising from damages caused to third parties or other affected persons as a result of your use of our services, to the extent such claims fall within your area of responsibility (in particular as set out in Sections 5 and 6 of these Terms and Conditions).

8. Warranty for Our Services

a. Defects in the Software

  1. Subject to the provisions of this section, the statutory warranty rules shall apply. Any warranty claims are subject to your obligation to notify us of defects without undue delay after discovery.
  2. If a technical defect exists in our platform, you are entitled to free remediation, for example by way of bug fixes or functional corrections.
  3. If the defect has not been remedied after two reasonable remediation attempts, we will review with you whether a reasonable alternative solution can be provided before further remedies, such as termination of the agreement, are considered.
  4. In the case of services provided on a rental basis, any strict liability for damages resulting from defects existing at the time access to the software is granted is excluded, to the extent permitted by applicable law.

b. Third-Party Rights

  1. We warrant that our services are provided free from third-party rights. You shall notify us in text form without undue delay if you become aware of any third-party rights relating to our services.
  2. At our request, you shall allow us to assume control of the defense against any claims asserted by third parties, provide us with all information reasonably required for such defense, make necessary statements, and grant the required authority. In return, we will indemnify you against payment and damages claims arising from such third-party rights.
  3. If our services are in fact subject to third-party rights, we shall be entitled, at our discretion, to either eliminate such third-party rights or their enforcement, for example by acquiring the necessary licenses, or modify our services in such a way that the third-party rights are no longer infringed.

c. General

  1. Any warranty claims shall be excluded if you make changes to the services without our prior consent, or if the services are used for purposes not covered by this license agreement, provided that such actions are solely responsible for the occurrence of the defect.
  2. Any claims arising from defects shall be time-barred after twelve (12) months, unless such claims are already limited or excluded under the provisions set out above.

9. Your Right to Use Our Services

a. Software Use and General Provisions

  1. You are granted a non-exclusive, non-transferable right to use our services for the duration of the license agreement. This right is limited in time to the term of the license agreement and is not subject to any territorial restrictions.
  2. Users created by you are equally entitled to use the software, provided that the corresponding licenses have been purchased.
  3. This right of use does not include any independent right to sublicense or otherwise transfer your usage rights. Any such right shall terminate if the requirements for a group or affiliated company relationship no longer apply.
  4. You are not entitled to publicly display, publicly communicate, reproduce, modify, adapt, translate, decompile, reverse engineer, or otherwise alter the software, except where expressly permitted by applicable law.
  5. We are entitled to use our services, including new releases, as well as any general know-how, experience, methods, and processes developed in connection with the license agreement, for other purposes, including making them available to third parties or as open-source software, provided that no customer-specific confidential information is disclosed.
  6. Unless otherwise agreed, test and demo licenses are limited to a maximum term of thirty (30) days.

b. Open Source Software

  1. With respect to any open-source software components included in our services, we grant you the rights that may be transferred to you in accordance with the applicable open-source license terms. Your use of such open-source software is permitted solely within the scope of those license terms.
  2. We do not provide any warranty or assume any liability for uses of open-source software that go beyond the rights granted under the applicable license terms.

10. Assignment to Third Parties

We are entitled to assign or transfer this license agreement to a third party, a legal successor, or an affiliated company. We will notify you in text form at least two (2) months prior to the intended transfer.

11. Confidentiality

  1. In the course of the cooperation, both parties may obtain knowledge of confidential information or trade secrets of the other party or of third parties. A trade secret is any information that is not generally known or readily accessible to persons who normally deal with such information, has economic value due to its confidentiality, and is subject to reasonable confidentiality measures. Trade secrets also include information that is expressly marked as confidential, protected by intellectual property rights or copyright, subject to banking secrecy or data protection laws, or otherwise subject to a legitimate interest in confidentiality. Information shall not be deemed confidential or a trade secret if it was already known to the receiving party prior to disclosure, becomes publicly known after disclosure without breach of this agreement by the receiving party, is lawfully obtained by the receiving party from a third party without confidentiality obligations, or is independently developed by the receiving party without reference to the confidential information.
  2. The receiving party, as well as any persons who are intended to have access to the confidential information, shall treat such information as strictly confidential and may use it or disclose it to third parties or employees only to the extent necessary for the performance of the contractual purpose. In all other respects, the receiving party shall protect the confidential information from unauthorized access by third parties.
  3. Any confidential information, in particular files or physical documents, in the possession of the receiving party shall, upon request and at the latest upon termination of the agreement, be deleted or returned to the disclosing party.

12. Final Provisions

  1. Any assignment of rights or claims arising from this agreement requires the prior written consent of the other party. This shall not apply to monetary claims.
  2. This agreement shall be governed exclusively by the laws of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
  3. The exclusive place of jurisdiction for all disputes arising out of or in connection with this agreement shall be the registered seat of Traitwise GmbH.
  4. Compliance with applicable export control and trade regulations in connection with our services is the responsibility of the customer.
  5. Any amendments or supplements to these Terms and Conditions, as well as to the entire contractual relationship between the parties, must be made in text form to be effective, unless specific form or procedural requirements are expressly provided for elsewhere in this agreement.
    • Amendments or additions to this agreement that we make due to changes in legal or technical requirements applicable to our services, and that do not have any negative impact on the services to which you are entitled, shall become effective unless you object to the amendment within one (1) month after receipt of a notice of amendment in text form, provided that we have informed you in advance of your right to object. If you object to such an amendment, the license agreement shall continue unchanged, and we shall be entitled to terminate the agreement for cause with one (1) month's notice to the end of the following calendar month.
    • Amendments or additions to the agreement that we wish to make due to changes in our services, pricing, or other commercial or operational requirements and that have a negative impact on you shall only become effective if you expressly consent to them. Such consent may be given by clicking a consent button in the amendment notice (sent by email or displayed as a pop-up during use of the services) or by any other simple and transparent method made available by us. If you do not consent, the license agreement shall remain unchanged, and we may terminate the agreement in accordance with the contractually agreed notice periods.
    • The text form requirement shall also apply to any amendment of this amendment clause. The priority of individual agreements between the parties shall remain unaffected.
    • The above notice periods shall not apply, and you shall only be entitled to be informed of amendments, where such amendments are necessary to prevent an unforeseen and imminent threat in order to protect you against fraud, malware, spam, data protection violations, or other cybersecurity risks.
  6. If any provision of this agreement is held to be invalid or unenforceable, or if this license agreement contains a gap requiring regulation, the validity and enforceability of the remaining provisions shall not be affected. In such case, the parties agree to replace the invalid or incomplete provision with a valid provision that comes as close as possible to the economic intent of the invalid or incomplete provision.

Effective as of: January 2026