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1. Scope
1.1 These General Terms and Conditions of Contract (hereinafter GTC) are the basis and component of any commissioning of services (hereinafter referred to as order) by Cremanski and CompanyGmbH, Linienstrasse 145, 10115 Berlin, represented by the Managing Director Michael J. Jaeger, registered in the commercial register of the District Court of Charlottenburg (Berlin) under HRB208647 B (hereinafter C&C), to a client (hereinafter referred to as Customer; C&C and Customer herein after individually referred to as a Party and together as Parties). They consist of a general partthat applies to all contractual relationships (Module A) and a special part that applies in conjunction with the general part to special services (Module B).
1.2 An offer from the Customer to place an order shall be deemed to be an acceptance of this GTC.
1.3 These GTC shall apply exclusively. They shall also apply to all extensions and amendments of orders, even if no specific reference is made to them.
1.4 Any contractual terms and conditions of the Customer that deviate from, conflict with or supplement these GTC shall only become part of an order if and to the extent that C&C specifically agrees to them or parts thereof in writing.
2. Composition and content of orders
2.1 All offers from C&C are subject to change. The right to make changes with prior approval of theCustomer is reserved.
2.2 Orders between C&C and the Customer shall only be concluded by C&C's written acceptance ofan offer made by the Customer.
2.3 Changes to or deviations from individual contractual services are only permissible with specificwritten confirmation by C&C and the Customer.
2.4 Legally relevant declarations and notifications to be made by the Customer to C&C after the conclusion of a contract (e.g. setting of deadlines, reminders, declaration of withdrawal) must at least be made in text form to be effective.
2.5 The subject and scope of the order are defined in the respective order and the order confirmation.C&C owes the agreed performance, not a specific economic success. Each order shall be executedby C&C in accordance with the generally accepted rules and the state of the art in science andtechnology, as well as in compliance with all official and statutory regulations at the time ofperformance, in a self-responsible, conscientious, independent and discreet manner.
2.6 The Customer shall provide C&C with all information and documents necessary for the properexecution of the order in a timely and complete manner. The Customer shall use its best efforts to provide factually correct and complete data, documents and information to C&C.
2.7 With the prior approval of the Customer, C&C is entitled to engage expert persons and third parties as subcontractors for the execution of the order. These subcontractors shall be subject to thesame confidentiality obligations as C&C. C&C is not obligated to present the offers or invoices of thirdparties to the Customer.
3 Remuneration
3.1 The amount of remuneration results from the individual order. Services not agreed upon at the time the order is placed, which are performed at the Customer's request, shall also be remunerated at the agreed rates.
3.2 All agreed remunerations are in euros and are net amounts, i.e. they are owed plus the statutory value-added tax applicable at the time the service is provided.
3.3 Several customers are jointly and severally liable for all claims of C&C arising from the order.
3.4 The remuneration shall be settled by separate invoicing. Unless otherwise agreed, the remuneration is due within 10 calendar days after invoicing and without deduction.
4 Payment default
4.1 Reminder Process. In the event of delayed payment, the following escalation applies:
• 1st Reminder: Issued on day 1 of payment default. A late fee of EUR 15 will be added to theoutstanding amount.
• 2nd Reminder: Issued on day 15 of payment default. An additional late fee of EUR 20 will becharged, bringing total late fees to EUR 35.
• 3rd and Final Reminder: Issued on day 25 of payment default. The Customer is expressly notified that failure to settle the outstanding amount in full within 5 calendar days will result in transfer of the matter to a debt collection agency.
• Collection Transfer: If the invoice remains unpaid on day 30 of payment default, the matter will be transferred without further notice to a debt collection agency. All additional costst hereby incurred, including collection fees, legal costs and court fees, shall be borneexclusively by the Customer.
4.2 Default Interest. From the 31st day after the original due date, C&C is entitled to charge default interest at a rate of 3 percentage points above the current EURIBOR (3-month rate) in accordance with the EU Late Payment Directive (Directive 2011/7/EU) and Section 288 BGB. The right to claim further damages remains unaffected.
5. Offsetting, Retention and Prohibition of Assignment
5.1 The Customer may only offset undisputed or legally established claims or assert a right ofretention due to undisputed or legally established claims from the same contractual relationship.
5.2 Each Party may assign claims against the other Party or transfer them to third parties forcollection only with the other Party's prior written consent. This does not apply to assignments withinthe scope of Section 354a HGB.
6. Acting in the Name and on Behalf of the Customer
6.1 Without the Customer's consent, C&C is not entitled to order external services on behalf and for the account of the Customer.
6.2 Where, with the consent of the Customer, contracts for third-party services are concluded in the name of and for the account of C&C, the Customer undertakes to indemnify C&C internally against allliabilities arising from such contracts, insofar as they are not based on an intentional or negligent breach of duty by C&C.
7. Consequences of Performance Deficits
7.1 Additional expenses incurred by C&C as a result of violations of the Customer's duties to informand cooperate under the Order may be invoiced by C&C at the agreed hourly or daily rates, even if this results in an agreed remuneration budget being exceeded.
7.2 C&C shall only be in default with its services if deadlines specifically agreed in text form are exceeded and C&C is responsible for the delay. C&C shall not be responsible for force majeureevents which make performance at least temporarily impossible or unreasonably difficult.
8. Defect Claims
8.1 C&C is responsible for providing the agreed services properly and in accordance with thegenerally accepted rules and the state of the art.
8.2 Any defects shall be notified to C&C without undue delay, at least in text form. Inaccuracies such as typing errors are not defects within the meaning of this provision. The services shall be deemed to have been duly provided if accepted by the Customer without objection within three months.
8.3 C&C does not guarantee that the provision of the agreed services will lead to certain results, inparticular sales-generated revenues.
8.4 If C&C is responsible for a defect or a breach of duty, C&C shall be obliged to remedy it free of charge within two weeks. If the owed subsequent performance fails twice, the Customer may eitherwithdraw from the order or demand a reduction of the remuneration.
8.5 The Customer may only claim damages due to defects if C&C is at fault and only after the second failed attempt at subsequent performance.
8.6 Claims by the Customer due to defects shall be subject to a limitation period of six monthsfollowing the provision of the relevant service.8.7 C&C is not liable for service disruptions in connection with services specifically identified as third-party services. This does not apply to disruptions caused by subcontractors engaged by C&C.
9. Liability
9.1 C&C shall pay damages or reimbursement of expenses to the following extent:
• a) Liability in cases of intent, fraudulent intent, gross negligence and under warranty isunlimited.
• b) In the event of a breach of a cardinal obligation due to simple negligence, C&C shall beliable in the amount of three times the total remuneration pursuant to the Order.
9.2 C&C reserves the right to object to contributory negligence. The Customer shall be obliged to back up data and defend against malware in accordance with the current state of the art.
9.3 In the event of injury to life, body and health and in the event of claims under the Product Liability Act, the statutory provisions shall apply without modification.
9.4 Claims for damages shall become statute-barred after five years, commencing at the end of thecalendar year in which the event giving rise to the claim occurs.
10. Copyright Protection and Rights of Use
10.1 Except in the case of works produced specifically for the Customer, all copyrights to workperformed by C&C remain with C&C. All copyright in works produced specifically for the Customer shall be transferred to the Customer.
10.2 The provisions of the UrhG shall also apply if the level of creation required under Section 2 (2)UrhG is not achieved in an individual case.
10.3 Rights of use are granted to the Customer after full payment of remuneration for the agreedcontractual purpose. Only the simple right of use is granted unless an exclusive right is expressly agreed. The Customer may only use C&C's work for contractually defined purposes. Any reproduction or disclosure requires the written consent of C&C.
10.4 Unless the copyright in the work is owned by the Customer, the Customer is obligated to nameC&C as the author in the case of reproductions and publications.
10.5 Proposals and instructions of the Customer have no influence on the remuneration and do not establish co-authorship.
11. Confidentiality and Data Protection
11.1 C&C and the Customer agree to keep the terms of each order confidential and not to disclosethem to any person, except to associates or professional advisors or as necessary to perform the services.
11.2 Confidential Information means all information provided by one Party to the other Party: (i) whichis confidential, secret and/or exclusive in nature; (ii) which is marked confidential and/or internal; or (iii) if disclosed orally, where confirmed as confidential in writing within ten (10) days of disclosure.
11.3 The receiving Party undertakes to: (i) maintain the confidentiality of all Confidential Information;(ii) not disclose any Confidential Information to any third party; and (iii) protect ConfidentialInformation with at least the same degree of care it uses for its own confidential information, but no less than reasonable care. All Confidential Information remains the property of the disclosing Partyand shall only be used for the project defined in the Agreement.
11.4 The receiving Party may disclose Confidential Information to its Representatives with a need toknow in connection with the provision of the service, provided such Representatives are bound by equivalent confidentiality obligations.
12. References
12.1 C&C is entitled to mention the Customer's company name and brief descriptions of ordercontents in its reference list, on its website, and in presentations and lectures.
12.2 Further mentions must be discussed with the Customer in advance.
12.3 This declaration of consent can be revoked at any time.
13. Notice
13.1 The right to ordinary termination of a placed order results from the order.
13.2 The right to terminate without notice for good reason remains unaffected. If the Customerterminates for good reason not based on C&C's conduct contrary to contract, C&C is entitled toremuneration for services already provided.
13.3 Any termination must be at least in text form (e.g. email) to be effective.
14. Final Provisions
14.1 The law of the Federal Republic of Germany shall apply. The UN Convention on Contracts forthe International Sale of Goods (CISG) is excluded.
14.2 The exclusive place of jurisdiction for all disputes shall be Berlin, insofar as the Customer is a merchant within the meaning of the German Commercial Code (HGB), a legal entity under public law or a special fund under public law.
15. Scope
Modules A and B apply to the provision of services and work services of any kind.
16. Self-Determination of Service Provision
C&C shall execute orders on its own responsibility. C&C alone decides where, when and how tasksare fulfilled and is not subject to the Customer's instructions. However, C&C must observe theprofessional specifications of Customers to the extent required for the proper execution of the individual order.
17. Remuneration and Additional Services
17.1 The remuneration shall be due and payable upon full execution of the Order, unless a paymentplan is agreed. For orders with a processing time of more than four weeks, the Customer shall makeregular, reasonable payments on account, unless agreed differently.
17.2 Expenses for ancillary costs and travel costs agreed with the Customer in advance shall bereimbursed by the Customer.
17.3 Additional Services. If the Customer requests services beyond the scope defined in the Order, including additional workshops, meetings, deliverables, stakeholder sessions or reporting, such services constitute additional billable services and shall be invoiced at the agreed daily or hourly rate. C&C will notify the Customer when a request falls outside the agreed scope. If the Customer does notobject in writing within two (2) business days of such notification, the additional services shall bedeemed requested and approved. Where no rate has been separately agreed, C&C's standard dayrate at the time of the request shall apply.
18. Non-Solicitation, Hiring of C&C Personnel and Contractual Consequences
18.1 During the term of this Agreement and for a period of twelve (12) months following its termination, the Customer shall not, directly or indirectly, solicit, induce, or hire any person who was introduced or deployed by C&C in connection with the performance of services under this Agreement, whether as an employee, freelancer, contractor, or in any other capacity.
18.2 This prohibition applies not only to the Customer as contracting party, but equally to all companies affiliated with the Customer, in particular companies within the same group of companies within the meaning of Sections 15 et seq. of the German Stock Corporation Act (AktG), companies under common control, as well as any entity contractually affiliated with the Customer (hereinafter collectively referred to as "Customer Group"). A hiring by any member of the Customer Group shall be deemed equivalent to a hiring by the Customer itself.
18.3 In the event of a violation of Section 18.1 or 18.2, the Customer shall pay C&C a one-time hiring fee equal to 35% of the hired individual's gross annual on-target earnings (OTE), including all fixed and variable remuneration components and monetary benefits, with a minimum fee of EUR 50,000. The fee is due within five (5) business days of conclusion of the employment or service contract. It shall be presumed — with the burden of proof on the Customer — that any hiring of a C&C-introduced person within the twelve (12) month period constitutes a violation of this clause.
18.4 In the event of the hiring of a freelancer or independent contractor introduced by C&C, a flat fee of EUR 50,000 applies in lieu of the OTE-based calculation, due within five (5) business days of conclusion of the contract.
18.5 The Customer undertakes to notify C&C in writing within five (5) business days of any hiring of a C&C-introduced person by any member of the Customer Group. For each case of violation of this notification obligation, a contractual penalty of EUR 5,000 per incident is agreed, independent of and in addition to any hiring fee owed.
19. Termination and Breakup Fee
19.1 Notice Period. The Customer has the right to terminate an Order by providing four (4) weeks' written notice to C&C.
19.2 Breakup Fee. If the Customer terminates an Order pursuant to Section 19.1, the Customer shallpay C&C:
• A breakup fee of 15% of the total remuneration owed under the terminated Order, with aminimum of EUR 5,000, payable within 7 calendar days of the termination notice; and
• The full remuneration for all services already performed up to the termination date; and
• Reimbursement of all planned and blocked resource costs and any committed third-party costs, including subcontractors, tools or external services, that C&C has already engaged inpreparation for the Order and cannot cancel without cost. The breakup fee shall not apply where the Customer terminates for good reason directly attributable to C&C's conduct contrary to contract.
19.3 C&C Termination Right. C&C is additionally entitled to terminate an Order with four (4) weeks' notice if the Customer fails to comply with its obligations to cooperate and thus jeopardizes the success of the project.
1. Scope
1.1 These Terms and Conditions for Talent Acquisition (hereinafter TA-GTC) govern the placement ofpersonnel by Cremanski and Company GmbH (hereinafter C&C) to or for the benefit of the customer(hereinafter Customer). They apply in addition to the General Terms and Conditions of C&C (ModuleA), available at https://www.cremanski.com/allgemeine-auftragsbedingungen.
1.2 In the event of any conflict between these TA-GTC and Module A, these TA-GTC shall take precedence with respect to talent acquisition services.
2. Information obligations
2.1 In order to carry out personnel placement, the Customer shall provide C&C with all information necessary to fill the position. C&C will treat this information confidentially and use it solely within thescope of the specific placement order. Upon termination of the contract, all data will be deleted anddocuments returned to the Customer.
2.2 The Customer undertakes not to use the data and information provided to it for purposes other than those for which they were intended, and not to pass them on to third parties.
2.3 Both parties undertake to comply with all applicable data protection legislation. These obligations continue to apply after termination of the order.
2.4 If a candidate presented by C&C has already applied to the Customer at an earlier point in time orin parallel, the Customer is obliged to inform C&C of this within three (3) business days. In this case,C&C shall not provide any further services with regard to that candidate, unless the Customerinstructs C&C to continue. If the Customer fails to notify C&C within three (3) business days, theCustomer shall be liable for all costs incurred by C&C as a result of continued work carried out without timely notification.
3. Remuneration
3.1 Placement Fee. C&C's claim to a placement fee arises exclusively upon successful conclusion ofa valid employment contract, service contract, cooperation agreement, partnership agreement or anycomparable contractual arrangement (hereinafter Main Contract) between the Customer and thecandidate, or between a company affiliated with the Customer (in particular pursuant to Sections 15 etseq. AktG) and the candidate, or between such affiliated company and a person closely associatedwith the Customer (in particular pursuant to Section 138 InsO). The placement fee is equal to 35% of the candidate's gross annual on-target earnings (OTE),including all fixed and variable remuneration components and monetary benefits agreed in the Main Contract. The fee is due and payable upon signature of the Main Contract, within 10 calendar days ofthe invoice date.
3.2 Fee Trigger. It is irrefutably presumed that any Main Contract concluded after submission of thecandidate's profile by C&C was concluded on the initiative of C&C's activities. It is irrelevant for theaccrual of the fee whether:
• the candidate actually possesses the qualifications described in the job profile;
• the Main Contract is concluded on terms other than those originally offered;
• the candidate is placed in a role that deviates from the original job description; or
• the Main Contract is concluded with another candidate proposed and/or assessed by C&C.
3.3 Notification Obligation. The Customer undertakes to notify C&C in writing, including a copy ofthe Main Contract, within five (5) business days of signing. For each case of violation of thisobligation, a lump-sum contractual penalty of EUR 5,000 is agreed in addition to the placement fee.C&C reserves the right to claim further actual damages, against which the contractual penalty shall be offset.
3.4 Termination before Commencement. If either party terminates the Main Contract prior tocommencement of work, or if the candidate does not commence work, C&C's claim to the fullplacement fee and to reimbursement of all agreed and performed services shall nevertheless remain in effect.
3.5 Non-Performance Fee. A fee for services rendered in connection with recruitment activitiesindependent of a successful placement (e.g. research, longlisting, interviewing) only arises in favour of C&C if this has been specifically agreed in the order.
3.6 Interview Costs. Costs incurred by candidates in connection with interviews at C&C or at theCustomer's premises shall be reimbursed by the Customer upon the candidate's request inaccordance with statutory provisions.
4. Warranty
4.1 The information provided by C&C about a candidate is based on information provided by the candidate or by third parties. C&C cannot assume any liability for the correctness or completeness ofsuch information.
4.2 C&C accepts no liability for the personal, physical, or professional suitability of a candidate.
4.3 C&C does not guarantee employment and does not guarantee that a placed candidate will meetthe Customer's expectations or achieve specific work results. Any warranty for the work of the placed candidate is excluded.
4.4 If a claim is made against C&C by a candidate due to violations of these TA-GTC for which the Customer is responsible, the Customer shall indemnify C&C against all such claims, including legalcosts.
5. Terms and Termination
5.1 A contract for personnel placement may be terminated at any time by either party without noticeand without cause.
5.2 Post-Termination Fee. If a Main Contract is concluded between the Customer and a candidateproposed by C&C within twelve (12) months after termination of the recruitment contract, the fullplacement fee shall nevertheless be due. Costs incurred up to the time of termination from all other agreed and performed services shall also be reimbursed to C&C without deduction, exclusively applying to advertisements already commissioned but not yet published.
6. Final Provisons
6.1 The law of the Federal Republic of Germany shall apply. The UN Convention on Contracts for theInternational Sale of Goods (CISG) is excluded.
6.2 The exclusive place of jurisdiction for all disputes shall be Berlin, insofar as the Customer is amerchant within the meaning of the German Commercial Code (HGB), a legal entity under public lawor a special fund under public law.
6.3 Should any provision of these TA-GTC be wholly or partially invalid, the validity of the remainingprovisions shall not be affected. The invalid provision shall be replaced by an appropriate provisionthat comes as close as possible to the economic intent of the parties.
