General Terms and Conditions for Temporary Staffing

1 Subject Matter and Scope of Services

The subject matter of the agreement is the temporary assignment of employees by the service provider as the supplying agency (“Provider”) to the customer as the hiring undertaking (“Client”), in accordance with the German Temporary Employment Act (Arbeitnehmerüberlassungsgesetz – AÜG) and the individually agreed scope of services. These General Terms and Conditions apply exclusively to businesses within the meaning of Section 14 of the German Civil Code (BGB).

The services include, in particular, selecting and supplying suitable employees in accordance with the requirements communicated by the Client, as well as handling the personnel administration, payroll processing and statutory reporting obligations associated with their employment. The Provider remains the employer of the assigned employees and is responsible for paying their remuneration and remitting the taxes and social security contributions owed by the Provider.

During their assignments, the employees are subject to the Client’s work-related instructions and are integrated into the Client’s work organisation. The Provider is obliged to supply appropriately qualified employees but does not guarantee any particular work result.

Employees will only be supplied if the required licence is in place. Details of the licence will be included in the temporary staffing agreement. Before the assignment begins, the agreement must be concluded in the text form required by law and expressly designated as a temporary staffing agreement. The employees to be assigned must be identified by name before their assignments begin, with reference to that agreement.

2 Contract Term and Termination

The framework agreement is concluded for a minimum term of twelve months. It may be terminated by giving three months’ notice to expire at the end of the minimum term. Unless notice is given within the required period, the framework agreement will automatically renew for successive periods of twelve months. It may then be terminated by giving three months’ notice to expire at the end of the respective renewal period. Notices of termination must be given in text form.

The commencement, duration, scope and termination conditions of individual employee assignments will be agreed in the respective temporary staffing agreement. The term of the framework agreement does not, in itself, create an obligation to continuously engage a specified number of employees.

The applicable maximum assignment duration must be observed. Renewal of the framework agreement does not extend employee assignments that are subject to statutory limits or limits imposed by a valid collective agreement. The right to terminate for good cause without notice remains unaffected.

3 Fees and Payment Terms

Fees are based on the charge rates agreed in the respective temporary staffing agreement and the documented assignment hours. Additional charges, particularly for overtime, night work, Sunday work and public holiday work, as well as travel, accommodation and other assignment-related costs, will be charged where agreed.

Where a monthly advance payment has been expressly agreed, it is due no later than the third working day of the preceding month. The amount is based on the agreed charge rates and the binding assignment schedule. After the end of each billing month, an invoice will be issued based on the services actually chargeable, with the advance payment credited against the amount due. Overpayments will be refunded or, with the Client’s consent, credited against other amounts due. Where no advance payment has been agreed, the payment deadline specified in the temporary staffing agreement applies.

All prices are exclusive of VAT at the applicable statutory rate. Adjustments to charge rates require a separate agreement or an expressly agreed, transparent price adjustment clause.

Set-off is permitted against claims that are undisputed or have been established by a final court judgment, as well as against counterclaims arising from the same contractual relationship. Statutory rights of retention in respect of claims arising from the same contractual relationship remain unaffected.

4 Client’s Duties to Cooperate

The Client must provide all information required for the lawful provision of temporary staffing services fully, accurately and in good time. This includes, in particular, information about the establishment where the employees will work, the assignment location, duties, required qualifications, working hours, specific workplace hazards, and the essential working conditions and remuneration of comparable employees employed directly by the Client.

The Client must inform the Provider of relevant collective agreements, works agreements, industry classification and any previous periods of employment or temporary assignment of the proposed employees within the Client’s company, insofar as these are known to the Client. Any changes must be communicated without undue delay. Both parties must cooperate in ensuring compliance with statutory equality requirements, particularly equal treatment and equal pay, and the permissible maximum assignment duration.

The Client must ensure proper instruction and supervision at the assignment location and compliance with the applicable occupational health and safety, accident prevention and working time regulations. The Client must ensure that the necessary risk assessments, safety instructions and protective measures are in place before work begins. The Provider’s statutory duties remain unaffected.

Workplace accidents, material changes to assignments and industrial disputes must be reported to the Provider without undue delay. Any change to the agreed assignment location or duties requires the Provider’s prior consent. Further assignment of the employees to third parties is prohibited. Employees may only be assigned to establishments affected by industrial action where the statutory conditions are met.

The Client must review and confirm timesheets promptly. The Client is liable under the applicable statutory provisions for damage and necessary additional expenditure arising from a culpable breach of its duties to cooperate. Any contributory fault on the part of the Provider must be taken into account.

5 Liability

The Provider must carefully select the assigned employees in accordance with the agreed requirements profile. The Client is responsible for the operational organisation of the assignment and the instructions it issues.

The Provider’s liability is unlimited in cases of intent or gross negligence and for culpably caused loss of life, bodily injury or damage to health. Any mandatory statutory liability and liability arising from expressly assumed guarantees also remain unaffected.

In cases of ordinary negligence, the Provider is liable only for breaches of essential contractual obligations. These are obligations whose fulfilment is necessary for the proper performance of the agreement and on whose compliance the Client may regularly rely. In such cases, liability is limited to foreseeable damage typical of the contract. Liability for ordinary negligence is otherwise excluded.

The Provider does not guarantee the successful performance or results of activities carried out under the Client’s instructions. Its liability for its own fault in selection, organisation or other matters under the preceding provisions remains unaffected.

These liability provisions also apply for the benefit of the Provider’s legal representatives and persons engaged by the Provider to perform its contractual obligations.

6 Late Payment and Payment Reminders

In the event of late payment, default interest will be charged at the statutory rate. Payment reminder costs and legal recovery costs may be claimed to the extent recoverable by law. Any statutory fixed compensation for late payment will be credited against further legal recovery costs where required by law.

If the Client is in default on payments due, the Provider may suspend further temporary staffing services to the extent permitted by law, provided that it has given prior notice and a reasonable payment deadline has expired without payment. The suspension must be proportionate, taking into account the amount outstanding and the interests of both parties.

The Provider’s contractual and statutory obligations towards its employees remain unaffected. Further statutory claims are reserved.

7 Complaints, Employee Replacement and Billing Corrections

The Client must report any complaints regarding an assigned employee’s agreed qualifications or conduct without undue delay after becoming aware of them, specifying the relevant circumstances. The Provider will review the complaint and take any necessary and appropriate measures. Where replacement is necessary, the Provider will supply a suitable replacement within the scope of its contractual obligations.

In the event of illness or other unforeseen absence, the Provider will inform the Client without undue delay and endeavour to arrange a suitable replacement. Assignment hours not worked will not be charged. Statutory or expressly agreed claims arising from the Client’s failure to accept the services remain unaffected.

Billing corrections resulting from an error by the Provider will be made free of charge. Additional work resulting from subsequent changes to Client data or from data incorrectly supplied through the Client’s fault may be charged separately at an agreed hourly rate or fixed fee, provided that the Client has been informed in advance and has consented.

Statutory rights arising from services that do not comply with the agreement remain unaffected.

8 Final Provisions

The laws of the Federal Republic of Germany apply. Individual agreements contained in the temporary staffing agreement take precedence over these General Terms and Conditions.

The parties must keep confidential information confidential and process personal data only in accordance with applicable data protection provisions and insofar as necessary to perform their cooperation or otherwise permitted by law.

The place of jurisdiction is Cologne, provided that the Client is a merchant within the meaning of German commercial law, a legal entity under public law or a special fund under public law. Mandatory statutory rules on jurisdiction remain unaffected.

Should any provision of these General Terms and Conditions be or become invalid, the validity of the remaining provisions remains unaffected. Invalid provisions will be replaced by the applicable statutory provisions.