1. General

interconnections / Au-Pair-Box (hereinafter "IC"), Schillerstr. 44, D-79102 Freiburg, provides its services (Au-Pair Box) solely on the basis of the General Terms and Conditions which are defined herein and which form part of the Service Description.

Upon acceptance of IC´s General Terms and Conditions any conflicting terms and conditions of the Contracting Partner (CP) shall be null and void. Modifications shall be valid only after first acknowledged in writing by IC. CP may not rely on verbal assurances and warranties.

IC may change its General Terms and Conditions at any time within a reasonable period. CP has the right to terminate the contract in exceptional cases by giving notice within 15 days following receipt of the notification of change. If no objections are filed within this period, the new General Terms and Conditions are deemed to be accepted.

2. Conclusion of the contract

The contract on the utilisation of the services provided by IC shall take effect after the written order has been placed with IC and when it is accepted by IC. The start of the contract will always be either on the 1st or the 15th of a given month, depending on what date lies nearest to the actual beginning (date of signing the contract). Acceptance shall be acknowledged by IC by simply providing its services, in writing or per email. IC may make the conclusion of the contract conditional upon submission of an extract from the commercial register, a written authorisation or other documents, or it may refuse to accept the application without giving reasons. Contracts are always concluded for a year and will automatically be extended for another year, if no notice has been given.

If IC relies on the services of third parties in the performance of the agreed services, such third parties shall not deemed to be CP´s contractual partners.

3. Termination

A period of notice of 60 days prior to the end of the contract applies. CP can give its notice first to the end of 12 months´ membership (either 1st or 15th of a given month). Notice must be given in writing (recommended letter.

Fixed term contracts may be terminated only for important reasons. Without prejudice to the right of asserting any due claims, IC reserve the right to curtail or discontinue its services during the period of default in the event that CP is in default of payment for a period of four weeks.

4. Scope of services

The scope of services is defined in the Service Description.

IC may amend, change modify or improve its spectrum of services. In the event that the services are restricted, CP shall have the right to terminate the contract for exceptional reasons. If any work or services have been rendered free of charge, no entitlement to the continuation of such work or services shall arise. IC may discontinue such work or services without prior notice. This shall not give rise to a claim for reduction, reimbursement or damages.

5. CP`s obligations

CP shall be obliged to:

- make the agreed payments plus the statutory Value Added Tax on time. Loss or damage suffered by dishonoured cheques, direct debits or credit card calls shall be compensated by CP;

- ensure that the access options to the server are not improperly used and to refrain from any unlawful acts, in particular page designs contravening the provisions of the Press Law;

- neither to misuse data of families and au pairs and forward them to other agencies outside the Au-Pair-Box or other interested parties nor to save data in a data base.

- ensure data security, in particular safeguarding the secrecy of passwords.

Breaches of the above obligations shall empower IC to terminate the contract forthwith and without any prior warning. If IC states that mails or internal information have been forwarded to agencies outside the Au-Pair-Box a fine od 500 Euro is due at once, nonwithstading further claims for damage. This amount shall be paid over the ususal way of pament or an invoice will be written.

6. Terms of payment

The agreed payments for use shall be paid per month in advance and shall fall due on the date of receipt of the invoice. In case notice has been given the full amount until the end of the contract is due in one sum. Other payments, especially use-related fees, shall be due and payable upon receipt of the invoice. Other payments, especially use-related fees, shall be due and payable upon receipt of the invoice.

The invoice amount must be received in the specified account at the latest after ten calendar days following receipt of the invoice. IC may charge a handling fee of € 6 for delayed payments. Default in payment shall entitle IC to block access to the server. CP´s obligation to pay the agreed monthly payments shall continue.

IC shall reserve the right to assert further claims.

7. Limitation of liability

IC shall not be liable for service disruptions due to circumstances amounting to force majeure, especially failure and overload of communication networks. CP may thereupon not derive the right to reduce payments.

Failure periods exceeding 24 hours caused by IC or by persons employed by IC in the performance of its duties shall be offset by credit note.

IC shall not be liable for the information transmitted via its services. The accuracy, content, completeness and topicality of the information shall be within the sole responsibility of the sender.

IC´s liability for loss or damage caused by the use of its service shall be restricted to intent and gross negligence, unless other provisions specifically rule out IC´s liability.

8. CP´s liability

CP shall be liable to IC and to persons employed by IC in the performance of its duties for any legal consequences, loss or damage caused by the misuse or unlawful use of the services provided. If mails have to be interrupted due to technical problems (full mailbox, server problems) on the side of CP, IC cannot be held responsable. CP ist obliged to contact IC after one day of non-reception of mails in order to clarify the problem and to recume reception of mails eventually.

9. Final provisions

Place of performance and jurisdictional venue shall be in Freiburg im Breisgau. This contract shall be construed and interpreted in accordance with the law of the Federal Republic of Germany. In the event that certain provisions herein are invalid or ineffectual, the remaining provisions shall remain in full force and effect. Ineffective provisions shall be replaced by valid provisions most closely resembling the original economic purpose. The same shall apply to provisions being, or becoming, incomplete.

Version dated 27 th of October 2002