1.Subject matter 

The subject matter of the contract is the provision of personnel services (placement of personnel with the client by the agency) and exclusive project-related cooperation at the personnel level.

The placement contract regulates the essential rights and obligations between the agency and the client.

The employment agency's activities are carried out in compliance with the statutory provisions; in particular, the agency has the necessary authority to act as an employment agency.

2.Commencement and duration

The contractual relationship may be terminated by either party in writing with one month's notice to the end of the quarter.

Furthermore, the contractual relationship may be terminated by either party in writing for good cause (e.g., persistent violations of legal or contractual provisions) without observing a notice period or termination date.

If the contractual relationship is terminated before successful placement, the costs incurred up to the date of termination and the proportionate, reasonable fee (based on the placement fee) shall be reimbursed to the agent.

Operational cooperation takes place on a project-by-project basis in 8-week sprints. The notice period refers exclusively to the framework agreement.

3.Subject matter of the service 

The agent advises the client on the search for and selection of personnel, presents suitable candidates, and provides employment placement services based on the information and requirements provided by the client. The goal is to establish an employment relationship between the client and the candidate.

The client must provide the agent with all information and requirements essential for the selection of candidates separately from this contract when placing the order. This includes, in particular, the type and duration of the assignment, the position to be filled, the area of activity (job descriptions), the required qualifications, the intended remuneration, and the relevant remuneration regulations. The client shall provide the agent with honest support in the performance of its activities and shall provide it with all assistance and support necessary and conducive to successful placement. Furthermore, the client shall inform the agent immediately of any changes or other circumstances that are relevant to the execution of the order.

The client is obliged to independently verify the suitability and qualifications of the candidates to be placed.

The client acknowledges that

• the use of the employment agency by the candidates is voluntary;

• no one can be forced to accept a job offer;

• the employment agency is conducted impartially;

• the skills, wishes, mental and physical suitability, and social circumstances of the candidates on the one hand, and the wishes of the client and the requirements of the job on the other hand, must be taken into account;

• candidates may only be placed in jobs that are appropriate to their physical abilities, do not endanger their health and morals, and are adequately remunerated, i.e., at least in accordance with the applicable legal provisions;

• the psychological or medical examination required to determine the suitability of the candidate requires the consent of the job seeker (in the case of minors, also the consent of their legal guardians, if applicable);

• There is no legal right to be placed in a specific job or to be placed with a specific employer.

• Placement in a company affected by a strike or lockout, as well as the placement of striking or locked-out employees, is not permitted.

4.Replacement

If the candidate terminates the employment relationship independently within the first four months after conclusion of the employment contract or if the employment is terminated by the employer within this period, the agency undertakes to find a replacement once and free of charge.

If the departure occurs between the 5th and 6th month after the start of the contract, the placement fee for the replacement is 50% of the original placement fee.

If the client terminates the contract for economic or organizational reasons, the obligation to provide a replacement does not apply. The client undertakes to disclose the actual reasons for termination (in particular the letter of termination).

5.Exclusive agreement

The agency is exclusively commissioned to recruit personnel for the position(s) covered by the contract.

The client is prohibited from filling these positions through parallel searches. This includes both commissioning a third-party personnel service provider and conducting an internal search (e.g., the client's HR department).

If candidates for the position have already been sought, the client shall notify the agent of these candidates (to avoid duplication of effort).

6.Direct applications

Candidates who apply directly to the client during the term of the contract shall be included in the application process in question. The client shall forward all documents received from this candidate to the agent.

This only includes candidates who had no contact with the agency prior to their application and whose application was made without any direct or indirect influence from the agency.

For remuneration, see the provision in point 7.

7.Fee

For their placement activities, the agent shall receive a one-time placement fee per candidate amounting to a percentage of the respective candidate's gross annual salary based on full-time employment, plus VAT.

The term “gross annual salary” includes not only the agreed or, if applicable, higher actual gross annual salary, but also special payments, benefits in kind, allowances and supplements, promised variable components such as premiums and bonuses, as well as all other ordinary and extraordinary additional benefits.

If the candidate obtains a position as a shareholder in the client's company or in a third party attributable to the client through the placement, the remuneration is additionally calculated on the basis of the value of this share at the time of its creation.

The claim to the placement fee arises as soon as an employment relationship (conclusion of a contract) is established between the placed candidate and the client or a third party legally or economically affiliated with the client or otherwise attributable to the client, but no later than the start of work. The client must immediately inform the agent in writing (e.g., by email) and provide suitable documents or evidence (e.g., employment contract or employment slip, salary and wage documents).

The agency fee is payable to the agency in full, regardless of the extent of employment, the duration of employment, the form of employment, or the type of contractual relationship, even if

• the candidate works for the client's company or a third party attributable to the client for other reasons (e.g., as part of a temporary employment arrangement). The entitlement to the full agency fee exists – regardless of the success of the placement – in particular if, within [12] months of the presentation of a candidate, an (independent or dependent) employment relationship (or other contractual relationship) or a legal relationship that is economically equivalent to this in terms of its purpose (e.g., temporary employment, freelance service contract, contract for work) is established between the candidate and the client or a third party that is legally or economically affiliated with the client or otherwise attributable to the client, whereby the client must immediately notify the agent of this in writing;

• a candidate presented by the agent is recommended by the client to a third party who employs the candidate (e.g., self-employed, employed, or as part of a temporary employment arrangement);

• the candidate is not employed because the client, contrary to the course of negotiations to date, fails to perform a legal act necessary for the conclusion of the contract without good cause, refuses to conclude the contract with the candidate without objective reason, or thwarts it in bad faith;

• the successful placement of a candidate fails due to the fault of the client, a failure to cooperate on the part of the client, or any other circumstance on the part of the client.

In the case of a direct application within the meaning of point 6, the parties shall mutually agree on a remuneration for the agent based on the (expected) gross annual salary.

In addition, a fixed retainer per position and 8-week search sprint shall be agreed. The retainer will be credited in full to the placement fee upon successful placement. The retainer is a basic fee payable regardless of the success of the placement and remains payable in full even if the position is not filled or the client terminates the search assignment prematurely.

The invoice amount is payable by the client to the agent without deductions and free of charges upon receipt of the invoice and must be transferred to the following bank account:

IBAN: DE27100101234659617188

BIC: QNTODEB2XXX

The payment term is agreed to be 14 days.

The client must raise any objection in writing immediately, at the latest 14 days after receipt of the invoice, otherwise the invoice amount shall be deemed accepted. The due date of the invoice amount remains unaffected by any objection.

In the event of late payment, the agent is entitled to charge default interest at a rate of 10% p.a. In addition, the client shall bear the appropriate costs incurred by the agent for legal action (in particular attorney's fees and collection costs).

The agent shall remind the client of the payment deadline by setting a grace period of 14 days. If this period expires, the agent shall be entitled to a contractual penalty of EUR 50 per day in addition to the invoice amount including interest and legal costs, regardless of fault. The contractual penalty shall be limited to the amount of the (potential) agency fee.

In addition, if the client is in default of payment, the agent shall be entitled to suspend its further services under all contractual relationships until all outstanding invoice amounts have been paid in full, or to terminate the contractual relationships and invoice the full agency fee.

8.Offsetting 

Offsetting against claims of the agent is only permissible if the counterclaims have been expressly recognized by the agent or have been legally established by a court of law.

9.Liability 

The client bears sole responsibility for the selection of the candidate and for the performance of the candidate within the scope of the employment relationship.

The presentations are based on information provided by the respective candidates. The agency does not guarantee or accept liability for a specific outcome, for the accuracy or completeness of the information and documents (e.g., references) provided by candidates or third parties, or for specific knowledge, skills, or qualifications of the candidates. The agency accepts no liability for the existence of the necessary work and residence permits or for any social security contributions, taxes, or duties. Furthermore, the agency accepts no liability for any damage caused by the candidates it places or for their behavior.

Otherwise, the agency's liability is limited to intent or (gross) negligence and to the amount of the agency fee. This limitation of liability does not apply to injury to life, limb, or health, or to fraudulently concealed defects. The agent shall not be liable for force majeure, lost profits, consequential damages (due to defects), indirect or indirect damages, or pure financial losses of any kind.

Claims for damages may only be asserted by the client in court within six months of becoming aware of the damage and the party responsible for it, but no later than two years after the end of the contractual relationship.

The client is excluded from asserting a reduction of more than half (laesio enormis) or contesting the contract on the grounds of error.

10.Non-solicitation clause

For the duration of this contract, the agent undertakes not to offer the client's employees, either directly or indirectly, a position in a company other than the client's (“solicitation”).

This does not apply to employees of the client who actively apply for a position advertised by the agent.

11.Confidentiality and data protection 

The data necessary for the transaction will be stored by the agent. All personal data will be treated confidentially. The client expressly agrees to the collection, processing, and use of personal data for the purpose of executing the contract and fulfilling legal obligations. The data provided will only be used for the business relationship necessary for the execution of the contract and for the fulfillment of legal obligations and is protected from access by third parties. Disclosure to authorities or third parties due to the agent's legal obligations (e.g., rights of access and information) remains unaffected by this. Data will only be stored to the extent necessary for the contractual relationship or due to other legal provisions.

The client assures the agent that all necessary measures and consents, in particular the consent of the data subjects for the processing of their personal data, are in place for all processing activities.

During and after the termination of the contractual relationship, the client is obliged to

• process all information that has come to its knowledge in connection with the business relationship, in particular business and trade secrets, as well as personal data, e.g. of candidates, only within the framework of data protection regulations, to treat it as strictly confidential, not to pass it on to third parties and to ensure that this information does not reach third parties;

• to maintain confidentiality regarding documents, matters, and other facts entrusted to them in the course of the business relationship, the confidentiality of which is in the interest of the agent;

• to inform the agent immediately of any lost or believed lost data, information, and documents.

• The client must transfer these obligations to its organs, employees, or agents, regardless of the nature and legal form of their employment.

Unless otherwise specified by law, the duty of confidentiality and secrecy applies to everyone.

Personal data of candidates who have not entered into a contractual relationship must be irrevocably deleted or destroyed by the client in a verifiable manner after termination of this contract or after expiry of the statutory retention or storage periods.

The client shall indemnify and hold the agent harmless if the agent is held liable by third parties for violation of statutory or data protection provisions.

12.Final provisions  

The contractual relationship is governed exclusively by the substantive law of the agent's registered office.

The court at the agent's registered office shall have exclusive jurisdiction over all disputes arising from or in connection with the contractual relationship, including the question of the conclusion and validity of the contract and the rights and obligations of the contracting parties. The place of performance is the agent's registered office.

All communications, requests, demands, invitations, or other notifications to be made within the framework of the contractual relationship must be made in writing or by email and sent to the business address of the respective contractual partner. Insofar as this contract requires written form, text form (e.g., email) is sufficient.

All obligations of the client assumed in the contractual relationship shall be transferred to its legal successors, and in the case of a majority of them, jointly and severally.

If any provision of the contract is found by a court, arbitration tribunal or other competent authority to be invalid, ineffective or unenforceable, this shall not affect the validity, effectiveness or enforceability of the remaining provisions. Invalid, ineffective, or unenforceable provisions shall be replaced by a valid, effective, or enforceable provision that comes as close as possible to the economic content of the original provision. The same applies to any loopholes in the provisions.

Amendments to this contract and deviating individual contractual provisions must be made in writing to be legally valid. This also applies to any waiver of the written form requirement. No subsidiary agreements have been made. Due to the agreement on the place of jurisdiction, legal disputes shall be settled by the courts at the registered office of the agent. Alternatively, other jurisdictions may also be agreed upon.