1. office people Personalmanagement GmbH (hereinafter referred to as the “Lender” or “Contractor”) provides the customer (hereinafter referred to as the “Hirer” or “Client”) with temporary workers on the basis of the provisions set out in the German Personnel Leasing Act (AÜG), the regulations in the Personnel Leasing Agreement (AÜV) and these General Terms and Conditions (T&Cs), to the exclusion of any conflicting and/or different terms and conditions of the Hirer.

2. The Lender is in possession of an unlimited permit for the supply of temporary workers in accordance with Section 1.1 of AÜG, last issued by the Federal Employment Agency in Düsseldorf on 21/07/2008.

3. The conclusion of the Personnel Leasing Agreement (AÜV) does not establish an employment relationship between the temporary worker and the Client. The personnel service provider is the temporary worker’s employer. The personnel service provider assures the Client that only employees who are in an employment relationship with the personnel service provider will be provided. The Client assures that they will not supply temporary workers either openly (disclosed supply of workers) or covertly (covert supply of workers, e.g. bogus contracts for work and labour) (no chain hiring). For the duration of the assignment with the Client, the Client shall be responsible for exercising the right to issue work-related instructions. The Client shall only assign to the temporary worker those activities which are subject to the scope of activities contractually agreed with the personnel service provider and which correspond to the level of training of the respective temporary worker. In all other respects, the right of direction remains with the personnel service provider.

4. The Client assumes a duty of care in connection with occupational health and safety measures at the temporary worker’s place of employment (Section 618 of the German Civil Code, Section 11.6 of AÜG). In this respect, they shall indemnify the temporary employment agency against all claims by the temporary worker and other third parties resulting from the non-fulfilment or insufficient fulfilment of this obligation. If official permits are or will be required to engage leased employees, the Client undertakes to obtain such permits prior to the temporary workers’ employment commencing and to submit the permit to the personnel service provider upon request. The Client is obliged to comply with the statutory occupational health and safety and accident prevention regulations. In particular, the Client is obliged to determine the hazards associated with the temporary worker’s work in accordance with Section 5 of the Industrial Safety Act (ArbSchG) before the temporary worker starts work, and to take the appropriate protective measures in accordance with the state of the art before the temporary worker starts work, to provide the temporary worker with sufficient and appropriate instruction on health and safety protection at the relevant workplace in accordance with Section 12 of ArbSchG before starting work and to implement the regulations of the Working Hours Act (ArbZG) for the respective assignment in the Client’s company. The Client shall document the training given to the temporary worker and hand over a copy to the personnel service provider. The personnel service provider must state their agreement should a temporary worker be employed for more than 10 hours per working day. Work may only be carried out for more than 10 hours per working day if a collective agreement or a company agreement based on a Client’s collective agreement pursuant to Section 7 of ArbZG or an official permit permissibly provides for this or if there is an exceptional case within the meaning of Section 14 of ArbZG; in the case of working on Sundays or public holidays, the personnel service provider must be provided with proof of this, clearly showing that ordering work on Sundays or public holidays has been authorised. The Client is also obliged to report any occupational accident to the personnel service provider immediately and to provide them with all the information required under Section 193(1) of the Social Security Code (SGB VII). The personnel service provider will report the occupational accident to the competent accident insurance institution. The Client shall provide the personnel service provider with documentation meeting the requirements of Section 6 of ArbSchG without delay after the temporary worker has been assigned. To conclude its duties as an employer, the personnel service provider shall be granted a right of access to employees’ workplaces during working hours in consultation with the Client. The personnel service provider shall inform and instruct its workers about generally applicable accident prevention regulations, safety rules and instructions. If the personnel service provider’s temporary workers refuse to undertake work due to a lack of or inadequate safety equipment or precautions at the Client’s premises, the Client shall be liable to the personnel service provider for the resulting downtime. First aid facilities and measures shall be provided by the Client.

5. The Client is entitled to reject a temporary worker in writing addressed to the personnel service provider if there is a reason that would entitle the personnel service provider to extraordinarily terminate their employment relationship with the temporary worker (Section 626 of the German Civil Code). The Client is obliged to explain the reasons for the rejection in detail. In the event of rejection, the personnel service provider shall be entitled to provide the Client with other temporary workers of equal professional quality. If the Client discovers within the first four hours that a temporary worker from the personnel service provider is not suitable for the intended work, they may request the temporary worker be replaced. The lack of suitability must be proven accordingly by the Client. In addition, the personnel service provider is entitled to replace temporary workers assigned to the Client for organisational or legal reasons at any time, and to assign temporary workers with the same or comparable professional qualifications. The Client shall be informed of this immediately. If the leased employee does not assume their role with the Client or does not assume their role in a timely manner, the Client shall inform the personnel service provider of this immediately. If the Client fails to notify the personnel service provider immediately, the Client shall not be entitled to any claims against the personnel service provider arising from or in connection with the fact that the temporary worker did not commence work or did not commence work on time.

6. The personnel service provider undertakes to select suitable personnel for the intended work. In the case of requested qualifications for which a recognised training occupation exists, the personnel service provider undertakes to select and provide the Client only with personnel who have successfully completed this vocational training. Any deviations must be agreed in writing. The personnel service provider shall ensure that the employees hired are entitled to assume the role on the basis of regulations under the law relating to foreign nationals, unless they are nationals of an EEA state or Switzerland. If requested by the Client, the personnel service provider shall provide the appropriate evidence.

7. The Lender undertakes to complete each order received from the Client to place personnel (direct placement) conscientiously, carefully and with due observance of confidentiality in accordance with the following provisions.

   1. The Client shall provide the Lender with all the information required to complete the order or allow the Lender to obtain such information. This particularly applies to job descriptions, job profiles and the level and composition of the remuneration for the position to be filled. Documents from and about the applicant which the Lender sends to the Client remain the property of the Lender and must be returned to the Lender immediately if the applicant is not hired. The content of the documents submitted must be treated as strictly confidential; disclosure to third parties and the making of copies for personal use is not permitted.

   2. If the Client or a company affiliated with the Client pursuant to Section 15 ff. of the German Stock Corporation Act (AktG) establishes a (non-)fixed-term employment relationship or a freelance employee relationship with an applicant placed by the contractor within 6 months of providing personnel-relevant data or conducting a personnel interview, this shall be deemed to be successful recruitment. The 6-month period shall be calculated from the day on which the Lender sends the personnel documents to the Client. If applicant documents are not sent but an interview is held and the applicant is subsequently employed as a result of verbal contact by the Lender, the 6-month period shall commence from the date of the first interview. In this case, the Lender receives a placement fee amounting to 25% of the gross annual income agreed between the Client and the applicant who has been placed. If an applicant with an academic degree is placed, a placement fee of 30% of the agreed gross annual income will be charged. The gross annual income includes the fixed salary including holiday pay and Christmas bonus, any special payments and other non-cash benefits; variable remuneration is taken into account with a target achievement of 100% (calculated on a full calendar year). The Client is obliged to provide the Lender with information on the value of the gross annual income by sending a copy of the employment contract and remuneration statements. If the employee resigns within the first 6 months, the Lender shall offer an immediate replacement on the basis of a fixed price to be negotiated in this case. The agency fee shall be due for payment upon conclusion of the employment contract.

   3. The Lender cannot guarantee that a candidate will be successfully placed, particularly not within a period of time agreed between the parties. The contractor assumes no liability for the qualification, knowledge, suitability or performance of the applicant placed. Liability for any loss of work, unsatisfactory work performance, non-appearance or for other reasons is therefore excluded. With an express rejection of any claims for damages by the Lender, made in writing as a bare minimum, a preclusion period of three months begins, within which the Client must assert their (alleged) claims in court; otherwise they expire.

   4. If the Hirer concludes an employment contract with a temporary worker during or after the assignment (but for a maximum period of 6 months after the end of the assignment), the worker shall deemed to have been successfully recruited as set out above. The Lender then receives a placement fee amounting to 20% of the gross annual income agreed between the Hirer and the temporary worker placed (as set out in clause 7 lit. b). For each full month that the temporary worker was previously assigned to the Hirer, the placement fee shall be reduced by 1/12th. The provisions set out in clause 7 lit. b shall apply to the Hirer’s obligation to provide information on the gross annual income agreed between the Hirer and the temporary agency worker.

8. In view of the fact that leased employees carry out their activities under the direction and supervision of the Client, the personnel service provider shall not be liable for any damage caused by them in the course of or on the occasion of their work. The Client shall indemnify the personnel service provider against any claims made by third parties in connection with the performance and completion of the activities assigned to the temporary workers. In all other respects, the liability of the personnel service provider, its legal representatives and vicarious agents shall be limited to intent and gross negligence. This limitation of liability does not apply to damages resulting from injury to life, body or health. This concerns both statutory and contractual liability, in particular cases of default, impossibility, incapacity, breach of duty or tort. In particular, the personnel service provider shall not be liable for the results of the temporary workers’ work or damage caused by them in the course of or on the occasion of their work, or caused to the Client by the temporary workers’ tardiness or absence. The Client shall indemnify the personnel service provider against all claims arising for the personnel service provider from a breach by the Client of the assurances and obligations resulting from the Personnel Leasing Agreement (AÜV) (e.g. checking and notification obligations). The personnel service provider undertakes to invoke relevant preclusion periods vis-à-vis any claimants.

9. All billing rates stated by the personnel service provider are net figures. At the end of the Personnel Leasing Agreement (AÜV), the personnel service provider shall issue an invoice to the Client – in the event of continued assignment on a weekly basis – showing the statutory value added tax, unless the parties expressly agree on a different invoicing method. Invoicing shall be calculated on the basis of the hours actually worked, whereby the agreed operational working time shall be settled as a minimum. The working hours for each leased employee shall be documented by activity records to be completed weekly for each leased employee and signed by an authorised representative from the Client after verification. For this purpose, the leased employees shall use the instruments provided by the Client (timesheets/recording working hours electronically), insofar as these are available. The Client is obliged to issue the activity records in a timely manner. These activity records must show the beginning and end of the daily working time, including breaks. Overtime shall be shown separately. Invoices are due immediately – without deduction – once the Client receives the statement of account issued by the personnel service provider. The Client shall be in default if the invoice amount is not received in the personnel service provider’s business account within 10 calendar days of the invoice being received. A prior reminder is not required. Section 288 of the German Civil Code (BGB) shall apply. In this case, the Client shall have the right to prove that the personnel service provider did not suffer any damage or did not suffer such damage to the same extent. Temporary workers assigned by the personnel service provider are not authorised to receive advances or payments on settlements issued by the personnel service provider. Payments to the temporary worker do not fulfil any payment obligations. If the Client is (partially) in default with the payment of remuneration, the remuneration for all hours not yet invoiced, the completion of which the Client has already confirmed by signing an activity record, shall become due immediately. The personnel service provider shall have a right to refuse performance should the Client not comply. The Client is not entitled to offset claims against claims from the personnel service provider or to assert a right of retention, unless the counterclaim asserted by the Client is undisputed or has been legally established. The Client is not entitled to assign claims of the personnel service provider to third parties.

10. The contracting parties undertake to treat any information of which they become aware during the cooperation, including all personal data of the temporary workers provided, as strictly confidential. The same applies to any knowledge gained about internal business transactions and processes of the contracting parties. This excludes any data or information that is obvious or generally known. The contracting parties undertake to treat any information, data and knowledge obtained with the utmost care. They shall take such precautions as are necessary to protect the information and data, and at least such precautions as are necessary to protect particularly sensitive information about their own business. They further undertake to process the information and data received exclusively for the purposes of the agreed service provision and not to use it for any other purpose, nor to forward it to third parties or make it accessible to them. The contracting parties also undertake to comply with the requirements of the data protection laws and GDPR. The respective employees are bound by data secrecy. The obligations set out in this clause shall remain in force beyond the termination of the parties’ cooperation. The Client undertakes to immediately delete any information and data of which it has become aware after termination, provided that there are no statutory retention obligations to the contrary. Any data storage mediums received from the personnel service provider must be returned or destroyed. We would like to point out in particular that, in accordance with the applicable data protection regulations, you are obliged to delete our employees’ personal data that we have provided to you as soon as the purpose of the data processing no longer applies and there is no legal obligation to continue storing it. You hereby undertake to comply with these rules.

11. Amendments and supplements to the Personnel Leasing Agreement (AÜV) or these General T&Cs must be made in writing to be effective. This also applies to a change in the written form requirement itself. Instead of the written form, the electronic form (Section 126a of the German Civil Code [BGB]) may also be used. Temporary employees assigned by the personnel service provider are not entitled to agree on amendments, supplements or ancillary agreements to the Personnel Leasing Agreement (AÜV) or these General T&Cs with the Client.

12. The place of jurisdiction for all disputes arising from and in connection with the contractual relationship between the personnel service provider and the Client is Münster. The personnel service provider may also assert its claims before the courts of the Client’s general place of jurisdiction. The law of the Federal Republic of Germany shall apply exclusively to all legal relationships between the personnel service provider and the Client.

13. Should any provision of these General T&Cs or of the Personnel Leasing Agreement (AÜV) concluded on this basis be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by a provision that comes as close as possible to the economic purpose.

As at: 02/2020