ALLEGRO Consulting GmbH

The terms and conditions hereinafter apply - unless otherwise provided in an individual agreement made in writing with the client - to all aspects of business relations between the client and ALLEGRO Consulting GmbH ("ALLEGRO"). Verbal agreements must be confirmed in writing in order to become valid. ALLEGRO assumes no liability whatsoever for any verbal information given by its employees.

Personnel Consulting
•  ALLEGRO conducts personnel search and/or selection in the way and manner described in the terms of the definitive offer, i.e. in particular via: personnel search, media search, data base search, and/or direct search. The range of services to be provided by ALLEGRO within the context of an offer shall be determined in the written form. Provided it is technically possible, the client has the right to amend and/or extend the services as outlined in the offer at any time for an additional charge to cover the costs and expenditures incurred.

•  The consulting fee for personnel search and/or selection is based upon the range of services determined in the offer. In addition, the client must cover the actual amount incurred of any further expenses. In regards to the relevant offer, the consulting fee payable to ALLEGRO is determined including all expenses and additional costs, as far as it is possible to know, at the time of the offer. The period of commitment to offers is one month.

•  When advertisements are placed in media of any kind, the client shall be responsible for obtaining information on the current advertising rates during the desired display period in the respective media. In the offer only the type and extent of placements will be stated. The client shall be charged separately and in the actual amount incurred for the costs of such placements and for services provided by ALLEGRO and/or a third party in this regard.

•  Travel costs and other relevant expenditure (entertainment expenses, etc.) incurred by the candidates, any external professionals and employees of ALLEGRO shall also be charged to the client separately and in the actual amount incurred.

•  Any information about potential or actual candidates, which ALLEGRO provides for the client, remains property of ALLEGRO. All information must be treated as strictly confidential by the client. In the case of non-use, all information must be returned to ALLEGRO and, if electronically transmitted, erased permanently and without delay. Information, be it either wholly or partially (which also refers to the candidate's name), transferred to the client must under no circumstances be given to third parties including companies associated with the group.

•  In the event that a candidate nominated by ALLEGRO is employed directly or through a self-employment agreement within twelve months by the client, or by companies associated with the group, or in any way related to the group, ALLEGRO is entitled to the total fee as stated in the offer. The same applies where employment is obtained with an employer who has been made known to the candidate through the client. The consulting fee shall also be payable where the candidate employed has been made known to ALLEGRO by the client or was already known to the client in advance (e.g. internal candidate). In the event that a consulting offer or a personnel search is withdrawn on the part of the client for reasons that were unforeseeable and/or outside of the control of ALLEGRO at the time of awarding the contract ALLEGRO is entitled to an "indemnity" of 50% of the outstanding amount of the consulting fee.

•  Services performed by ALLEGRO during the recruitment process, particularly as part of personnel search and/or selection, do not replace in-depth screening of the respective candidate by the client. When an employment contract is signed with a candidate nominated by ALLEGRO, the client assumes full responsibility for his/her decision. ALLEGRO is not liable for any statements and/or information given by the candidate in the course of the selection process, or for the performance and conduct of any candidate in his/her new employment.

•  It is mandatory that ALLEGRO treats the outcome of the consulting and all data transmitted by the client as strictly confidential and ALLEGRO is accountable for its employees maintaining this standard. Professional reports on candidates are intended for the use of the client only and disclosure to third parties is prohibited.br>

Advertising in the Media
•  By order and for account of the client, ALLEGRO takes on the responsibility of placing advertisements in those types of media which were agreed upon in the respective offer. The rate of advertising in the respective media during the desired campaign period shall apply and it shall be incumbent upon the client to determine the total cost of said advertisement. ALLEGRO reserves the right to accept offers only on condition of prepayment.

•  ALLEGRO reserves the right to refuse service without explanation. ALLEGRO reserves the right to withdraw from the completion of offers, or parts of (also recurring) offers at any time and without explanation. In the event that service provision is made impossible for multiple and/or recurring placements of advertisements for reasons that are outside of the control of ALLEGRO (e.g. insolvency of medium), the client has no claim to reimbursement of funds already paid for the total period of the contract. In such an event the client may raise claims directly against the person or body who has failed to provide the agreed upon services and/or has undertaken to provide these services.

•  If the client wishes to provide his/her own copy for an advertisement, the client is responsible for supplying these documents, in due time, in the required format for transmission and publication in the respective medium. ALLEGRO is not liable for the accuracy of content or of any formal criteria of the documents provided. Furthermore, ALLGERO is not liable for the (print) quality, in particular for deviation of colour from the original colour draft. ALLEGRO is not obliged to keep print documents. Advertisement proofs shall only be provided at the client's express request, in which case the permission to print is considered granted if the documents are not returned by the appropriate deadline.

•  Costs which arise through amendments to the way and manner of placement as well as to the documents provided as originally agreed upon shall be charged to the client. Where an advertisement is designed with a layout, or where the prescribed style (font, typesetting, etc.) is being adhered to and the advertisement size ordered is not sufficient, the total sum of the placement must be paid.

•  ALLEGRO does not accept liability for the accuracy of the content of published texts or pictures. The client assumes sole responsibility to ensure that the content including all graphic and text material is in accordance with all relevant legislation and that the material is free from third-party rights or claims. In the event that ALLEGRO is sued by any person or body for an infringement in this regard, the client is required to ensure that ALLEGRO is indemnified and held harmless. This applies particularly to damages which arise for ALLEGRO on account of breach of copyright, competition law and right of personality. Included in the liability of the client are in particular all consequential damages such as, e.g., costs arising from the publication of counterstatements, all indemnification according to media law, such as claims for damages which have arisen from the publication of untrue or defamatory statements, including all court and lawyer costs accrued.

•  A withdrawal or amendment of offers is on principle only possible with the prior consent of the broadcaster/publisher in question. Costs incurred thereby will be charged to the client. Cancellations or amendments must be confirmed by the client in writing and without delay.

•  Where orders for, or amendments to advertisements are made over the telephone only, ALLEGRO is not liable for possible acoustic misinterpretations. ALLEGRO is not liable for damages caused to the client by failure to publish an advertisement on a certain date, or by print or type setting mistakes. Requests as to the page location of an advertisement are only binding where an extra charge for location of advertisement applies. Where only text advertisements are being placed, requests as to the location of the advertisement within a certain section cannot be granted. The client must comply with the use of spelling and style of language of the respective publication. ALLEGRO reserves the right to abbreviate words which do not alter the meaning of an advertisement. Notice of misspelling or other errors must be made in writing and within eight days of the publication of an advertisement.

Common Provisions
•  Payment of invoices from ALLEGRO is due on receipt of the invoice. All transfers are made at the client's risk and must take into account any additional bank service charges and are to be made so that the amount invoiced will have cleared on the bank account given by ALLEGRO no more than eight days after receipt of invoice. In the event of late payment overdue interests as stated in § 352 UGB shall be charged. Current or further offers of the defaulting debtor can be deferred until payment has been made.

In the event of late payment, the client is further obliged to cover all reminder fees accrued and all costs and cash expenditures incurred as a result of late payment, including preprocedural legal costs of a lawyer or debt collecting agency.

Invoice reclamations must be made in writing and will only be accepted within eight days from the date of issue. Any changes in advertising rates that arise during the offer will come into effect immediately. In the event that international companies use a reverse charge structure, these companies are obliged to declare VAT in their advance VAT returns and report this to the revenue office.

•  ALLEGRO is on principle only liable if damage was caused deliberately or due to gross negligence by its employees. Liability shall not exceed a sum equal to, or equivalent to the sum paid, or payable by the client for a respective offer.

•  In the event that one of the clauses of the present terms and conditions is rendered null and void, the validity and liability of the remaining terms shall not be affected. The voided clause shall be replaced with a clause which comes closest to fulfilling the economic purpose of the original clause. The contracting parties are obliged to take concrete clauses to legal successors

•  These terms and conditions are governed by Austrian law. Place of execution is Vienna. Any dispute arising out of the contractual relations between ALLEGRO and the client shall be submitted to the exclusive jurisdiction of the court of competent jurisdiction of Vienna "Innere Stadt". As of 1 October 2006, Vienna.