Terms and Conditions for clients based in the European Union and the Rest of the World

1 Scope and application of German law

1.1 The terms and conditions apply exclusively to entrepreneurs, legal entities under public law or special funds under public law within the meaning of Section 310 (1) of the German Civil Code (BGB). Any terms and conditions of the Client that conflict with or deviate from our terms and conditions shall only be recognised by the Contractor if the Contractor expressly agrees to their validity in writing.

1.2 These Terms and Conditions shall also apply to all future transactions with the Principal, insofar as they are legal transactions of a related nature.

1.3 Individual agreements made with the principal in individual cases, including collateral agreements, supplements and amendments, shall in any case take precedence over these Terms and Conditions of Sale. A written confirmation from the Contractor is decisive for the content of such agreements, subject to proof to the contrary.

1.4 This contract and all legal relations between the parties are subject to the private law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

1.5 The contractual language is German. In cases of doubt, the German version shall prevail.

2 Individual Agreement, Offer and Conclusion of Contract

2.1 It is the intention of the parties that each employee supply or service to be provided by the Contractor under this Agreement shall be described and agreed in detail in a separate written contract ("Individual Agreement").

2.2 The Contractor's services shall be displayed on the Contractor’s website. The presentation of the services on the website does not constitute a legally binding offer by the Contractor to the Client.

2.3 The Individual Agreement is concluded by offer and acceptance between the parties and is documented in text form.

3 Services and remuneration

3.1 The Contractor offers various services and service packages which are presented on the Website. The services and service packages are each based on the contents and prices applicable at the time of conclusion of the contract, which are documented in the Individual Agreement. The details of the Individual Agreement may differ from the services and service packages individually negotiated.

3.2 The remuneration is determined by the conditions presented for the services and service packages.

3.3 The Contractor reserves the right to make changes to services and service packages and remuneration regarding future Individual Agreement. Changes of this kind with regard to the services or service packages already booked entitle the Client to a special right of termination with one month's notice to the end of the month, irrespective of contractual minimum terms.

4 Services in the area of recruiting

For services in the area of recruiting, the Client shall commission the Contractor with the search, selection and presentation of suitable candidates for the intended task in accordance with the job profiles offered. In addition, the Contractor shall accompany the Client in an advisory capacity in recruiting and in negotiating the contractual details such as salary, working hours, holidays, etc. with the selected candidates. For details of the placement, the conditions of the offer on the website or in the sent service catalogue apply.

In case the Client decides to start receiving the services from the candidate(s) which were introduced to the Client by the Contractor, either directly through freelance or employment agreements or through any third parties other than the Contractor, the Client is obliged to pay the severance fee equal to 3 times the monthly salary expectation of the candidate, that was communicated to the Client together with the Candidate’s profile.

5 Services in the area of employee leasing

5.1 Monthly service: For services in the area of employee leasing, the Client shall commission the Contractor with the employment and leasing of the selected candidate in the amount of expected monthly amount plus management fees.

5.2. Recruitment service fee: At the beginning of the term of a contract, the Client shall make a payment for recruitment service in the amount of expected monthly amount.

5.3 Security deposit: At the beginning of the term of a contract, the Client shall make an advance payment in the amount of expected monthly service amount. A monthly amount is considered a security deposit and is kept until the end of the term of the Individual Agreement, after which it is offset and/or paid out in full or in part.

5.4 The Client is entitled to issue instructions to the employee within the scope of the defined activity. The employee may only be deployed for the agreed activity and in the Client's business. A transfer of the employee to third parties, including affiliated companies within the meaning of § 15 of the German Stock Corporation Act (AktG), is excluded.

5.5 The obligation of the Contractor to perform is limited to the named employee. If this employee is prevented from performing his work for reasons for which the Contractor is not responsible, the Contractor and the employee shall be released from his obligation to perform for the duration of the impediment.

5.6 The Contractor shall oblige employees to comply with the Client's work regulations and to maintain confidentiality vis-à-vis other clients and third parties.

5.7 The Client may release the Employee from work and demand suitable compensation if there is a reason which would entitle an employer to extraordinary termination pursuant to Section 626 (1) of the German Civil Code (BGB).

6 Special conditions for the protection of information

6.1 In return, the client undertakes to treat all information of which it becomes aware concerning candidates and employees confidentially and in accordance with the statutory provisions, unless otherwise agreed for the performance of the contract. Such information may not be disclosed to third parties.

6.2 If a service or work contract relationship is established between the client and a presented candidate or employee outside of a business relationship with the contractor within 24 months after the first presentation in recruiting, the client shall owe the contractor, in addition to the contractual remuneration, a further amount of:

< 6 months from the commencement of the "Individual Agreement" - 3 x the agreed or intended monthly remuneration (gross) in relation to the candidate for the placement service provided
6-12 months from the commencement of the "Individual Agreement" - 2 x the agreed or intended monthly remuneration (gross) in relation to the candidate for the placement service provided
12+ months from the commencement of the "Individual Agreement" - 1 x the agreed or intended monthly remuneration (gross) in relation to the candidate for the placement service provided

If the Client does not fulfill this obligation, the further amount to be paid shall be increased by a further € 3,000.

7 Payments

7.1 Payment for the services or service packages shall be due in accordance with the conditions shown. If a special condition is not shown, payment shall be deemed to be due on the 1st day of the following month.

7.2 All payments shall be made in EUR. The Client shall also bear the cost of bank transfer commissions, so that the Contractor receives the exact invoiced amounts.

7.3 Payments are made exclusively on account. The payment term is 7 calendar days. Payment shall be made electronically without cash.

7.4 All prices are net plus the statutory value added tax, if applicable.

7.5 The Client shall only be entitled to exercise a right of retention to the extent that its counterclaim is based on the same contractual relationship.

8 Terms

8.1 Employee leasing services shall be concluded for an indefinite period of time.

8.2 The right to extraordinary termination is unaffected. This right exists in particular if the legal framework conditions with regard to the hiring out of employees for companies based in Georgia change at the time the change becomes effective.

9 Confidentiality and reference

9.1 The Contractor shall treat all information, including business and trade secrets, which it receives from the Client in the context of the services confidentially and in accordance with the statutory provisions, unless such information is in the public domain, publicly known or intended for publication.

9.2 The Client agrees in principle to be named as a reference in the communication of the Contractor. This consent may be revoked at any time.

10 Warranty

10.1 Within the scope of the warranty, the Contractor shall only be liable for the selection of employees with due care. In this case, the warranty is limited to damages caused by intentional or grossly negligent breach of duties in recruiting. The amount of the warranty is limited to one month's salary.

10.2 The liability of the Contractor for the actions, conduct and work performance of the leased employee is excluded, as the Client is authorised to issue instructions.

10.3 In all other respects, the statutory provisions shall apply to the warranty.

11 Liability

11.1 The statutory provisions shall apply to the liability of the Contractor towards the Client and other employees of the Client.

11.2 In addition to the exclusion of liability pursuant to 10.1, the liability of the Contractor and its legal representatives and vicarious agents is otherwise limited to intent and gross negligence. This limitation of liability does not apply to damages resulting from injury to life, body or health. This applies to both statutory and contractual liability, in particular cases of delay, impossibility, incapacity, breach of duty or tort.

11.3 The Client shall indemnify the Contractor against all claims arising from a breach of the Client's warranties and obligations arising from this contract.

12 Miscellaneous

12.1 Verbal subsidiary agreements and other amendments to the contractual agreements require written confirmation by The Contractor in order to be effective. This also applies to the waiver of the written form requirement.

12.2 Should individual provisions of this agreement be or become legally invalid or unenforceable, the remaining provisions shall not be affected thereby. In place of the legally invalid or unenforceable provision, the statutory provision shall apply. The same shall apply in the event of a loophole.

12.3 The place of performance and exclusive place of jurisdiction and for all disputes arising from this contract is the registered office of the Contractor, unless otherwise stated in the order confirmation.

Tbilisi, April 2023