General Terms and Conditions

§ 1 Scope and contracting parties

(1) These General Terms and Conditions apply to all contracts between Robin Wirfler Einzelunternehmung, trading under the business name "Talent Showroom", Bartningallee 9, 10557 Berlin (hereinafter "Talent Showroom") and its clients (hereinafter "Client") for the placement of personnel in permanent employment and for the provision of self-employed project specialists (contracting).

(2) These terms apply exclusively to entrepreneurs within the meaning of § 14 BGB (German Civil Code), legal entities under public law and special funds under public law. Contracts with consumers within the meaning of § 13 BGB are not concluded on their basis.

(3) Deviating, conflicting or supplementary terms of the Client do not become part of the contract. This also applies if Talent Showroom does not separately object to them or performs without reservation in knowledge of them.

(4) For candidates, only the separate terms of use for the talent pool apply; for sourcing partners, the separate partner agreement; and for project specialists, the separate service contract. Services to candidates are free of charge; there is no claim to remuneration against them under any circumstances.

(5) These terms, in the version valid at the time the contract is concluded, also apply to future contracts of the same kind, without Talent Showroom having to refer to them again in each individual case.

(6) Where these terms require written form, text form within the meaning of § 126b BGB is sufficient, unless expressly stated otherwise.

§ 2 Conclusion of contract

(1) The display of profiles in the Talent Showroom, published mandates, calculators and first calls are non-binding and do not constitute an offer.

(2) The basis of the collaboration is a framework agreement to which these terms are attached. Individual search assignments and engagements are issued in text form on this basis.

(3) A placement contract under these terms is also concluded without a framework agreement if Talent Showroom has made these terms available to the Client and the Client accepts a transmitted profile. Acceptance includes in particular requesting the full profile, contacting the presented person or inviting them to an interview.

(4) A search assignment does not establish exclusivity. The Client may fill the same position in parallel itself or through third parties. Talent Showroom may present the same person to other clients in parallel, as long as no ongoing selection process at the Client stands in the way.

(5) Talent Showroom is not obliged to accept a search assignment and may decline it without giving reasons.

(6) Either party may end an ongoing search assignment at any time in text form. §§ 6, 7 and 9 continue to apply to persons presented up to the time of termination.

§ 3 Subject matter of services

(1) Module A – Permanent placement. Talent Showroom identifies, approaches and pre-selects suitable candidates, presents them and supports the process up to contract signature. During the first two months of employment, Talent Showroom actively supports onboarding through regular exchange with the Client and the hired person.

(2) Module B – Contracting. Talent Showroom places and provides self-employed project specialists on an hourly or daily basis. The provisions of § 10 and the separate service procurement agreement apply additionally and with priority.

(3) Talent Showroom owes diligent performance, not the success of a placement. No guarantee is given for a placement coming about, for the suitability of a presented person or for their remaining with the Client.

(4) Talent Showroom checks the information provided by presented persons for plausibility. Talent Showroom does not owe verification of references, proof of qualifications, certificates of good conduct, residence or work permits. The selection decision and all checks under employment, residence, professional and social security law prior to concluding a contract are the sole responsibility of the Client.

(5) Talent Showroom is entitled to use third parties to provide its services (§ 11).

(6) During and after a mandate, Talent Showroom is entitled to work for other clients, including competitors of the Client. There is no non-compete obligation.

§ 4 Talent Showroom and profile requests

(1) Profiles in the Talent Showroom are displayed in pseudonymized form only. Visible are reference code, field, state, experience range, compensation band, employment type and availability status.

(2) There is no claim to the availability, completeness or currency of the displayed profiles. The availability indicator reflects the most recently confirmed status.

(3) Talent Showroom only transmits full profiles after the explicit approval of the person concerned and exclusively to the requesting Client.

(4) The Client may use a transmitted profile solely to assess the specific staffing need for which it was requested.

§ 5 Client's duties to cooperate

(1) The Client provides Talent Showroom with the information required for the search, in particular the job description, requirements profile, compensation range, work format and a contact person with decision-making authority.

(2) The Client gives feedback on transmitted profiles within five working days.

(3) The Client notifies Talent Showroom, without being asked and in text form within five working days, that a contract has been concluded with a presented person. The notification contains the start date, position, agreed working hours and the components of remuneration under § 7 (2).

(4) On request, the Client provides suitable proof, in particular a copy of the contract with confidential details redacted or a written confirmation of the remuneration components.

(5) If the Client breaches its obligations under paragraphs 3 or 4, Talent Showroom is entitled to invoice the fee on the basis of the upper value of the compensation band shown in the profile. The Client remains entitled to prove a lower actual value.

(6) Dealing with candidates. The Client conducts the selection process fairly and without discrimination within the meaning of the German General Equal Treatment Act (AGG). It informs Talent Showroom promptly of rejections and the status of the selection process so that the presented person reliably receives feedback. It only cancels agreed interview appointments for good cause and with reasonable notice.

§ 6 Confidentiality, prohibition of disclosure, contractual penalty

(1) All transmitted profiles, documents and information about presented persons must be treated confidentially and used exclusively internally for the respective staffing process.

(2) Disclosure to third parties is not permitted. Third parties also include companies affiliated with the Client within the meaning of §§ 15 et seq. AktG (German Stock Corporation Act), group and associated companies as well as external advisors of the Client, insofar as they are not involved in the specific staffing process and are not themselves bound to confidentiality. Any other disclosure requires the prior consent of Talent Showroom in text form.

(3) For each culpable breach of paragraph 1 or 2, the Client promises a contractual penalty equal to a success fee under § 7 (1), calculated on the upper value of the compensation band shown in the respective profile. The right to claim further damages remains unaffected; a forfeited contractual penalty is credited against such a claim.

(4) The confidentiality obligation continues for three years after the end of the respective mandate.

(5) Talent Showroom treats the Client's information, in particular confidential searches, with the same degree of confidentiality.

§ 7 Success fee for permanent placement

(1) If an employment relationship is established between the Client and a person presented by Talent Showroom, the Client owes a success fee of 30 percent of the assessment basis under paragraph 2, plus statutory VAT. Paragraphs 4 and 5 remain unaffected.

(2) The assessment basis is the agreed gross annual target salary. This includes the fixed annual salary, contractually promised variable components at 100 percent target achievement and a flat amount of 6,000 euros if a company car is also provided for private use. One-off signing bonuses, relocation costs, share and option programs and employer social security contributions are not included.

(3) For part-time employment, the assessment basis is applied in proportion of the agreed working hours to the customary full-time hours. For fixed-term contracts of less than twelve months, the fee is invoiced pro rata, but at least at 50 percent of the assessment basis.

(4) Loyalty discount. The fee rate is 30 percent for the first placement and decreases by one percentage point with each further placement, permanently to 25 percent from the sixth placement onward. The chronological order in which the contracts are concluded is decisive. The loyalty discount applies per contracting party; placements at affiliated companies are only counted insofar as they are themselves parties to these terms. It lapses if more than 24 months pass between two placements; the scale then starts again at 30 percent. Contracting engagements under § 10 count toward the scale; extensions of ongoing engagements do not.

(5) Showroom discount. Talent Showroom grants a discount of 25 percent on the rate applicable under paragraph 4 if the profile of the placed person was listed in the Talent Showroom at the time the profile request was received. Only the listing status at that time is decisive. The loyalty discount and the Showroom discount apply one after the other.

(6) Talent Showroom may change the fee rates with six weeks' notice in text form. The previous rates continue to apply to search assignments already issued and persons already presented at that time. If the Client objects within the notice period, the framework agreement ends when the change takes effect.

§ 8 Due date and non-commencement

(1) The success fee is invoiced in two equal instalments.

(2) The first instalment of 50 percent is due when both parties have signed the employment contract and is invoiced after the Client's notification under § 5 (3).

(3) The second instalment of 50 percent is due once the employment relationship has existed without interruption until the end of the second full month of employment. The period begins on the actual start date.

(4) If the employment relationship ends before the date specified in paragraph 3, the second instalment lapses without replacement. This applies regardless of the reason and of which party ends it. The first instalment remains owed in this case.

(5) If the presented person does not start work, the first instalment remains owed; the second instalment lapses. The Client reports the non-commencement in text form within ten calendar days.

(6) Talent Showroom does not owe a free replacement search. Beyond paragraphs 4 and 5, the Client has no claim to repayment. A new search for the same position can be commissioned as a new mandate.

§ 9 Protection period and prior-knowledge objection

(1) The fee under § 7 also arises if the Client or a company affiliated with it within the meaning of §§ 15 et seq. AktG establishes an employment relationship with the presented person within twelve months of the profile being transmitted. This applies regardless of whether the placement is for the originally requested or a different position and of how contact was re-established.

(2) If, within this period, a service, work or freelance relationship is established instead of an employment relationship, the fee amounts to 15 percent of the fee volume agreed for the first twelve months; for an indefinite term, the volume extrapolated to twelve months is decisive.

(3) Prior-knowledge objection. Within five working days of receiving a profile, the Client may claim in text form that the presented person was already known to it. The objection is only relevant if the Client at the same time proves a first contact within the last twelve months, for example by an application received, interview notes or an entry in the applicant tracking system. If no timely and documented objection is made, the person is deemed to have been introduced by Talent Showroom.

(4) The fee claim remains if the placement is formally processed through a third party, in particular another staffing provider, but the person was previously introduced by Talent Showroom.

§ 10 Contracting

(1) Contract structure. Talent Showroom concludes a separate service contract with the project specialist and a service procurement agreement with the Client for their services. No contractual relationship arises between the Client and the project specialist. Talent Showroom does not provide temporary agency work within the meaning of § 1 AÜG (German Temporary Employment Act).

(2) Individual agreement. Each engagement is described in an individual agreement before it begins. This contains a clearly defined scope of services, the time frame, the place of work, the hourly or daily rate and the named project specialist. A mere job or activity description is not sufficient.

(3) Remuneration. Invoicing is at the hourly or daily rate set out in the individual agreement plus VAT. A daily rate covers eight hours; shorter working days are invoiced pro rata unless the individual agreement provides otherwise. Travel and incidental expenses are only reimbursed if they were approved in advance in text form.

(4) Record of services. The project specialist records the time worked in the time-tracking system provided by Talent Showroom. The Client checks the record and confirms or disputes it within five working days of receipt; if there is no response, the record is deemed confirmed. The recording serves solely for invoicing and documenting services. It does not give the Client any right to determine the timing, duration or distribution of the project specialist's working hours.

(5) No right of the Client to issue instructions. The Client has no right under employment law to issue instructions to the project specialist. Technical coordination on project goals, interfaces, quality requirements and deadlines is permitted. In particular, the following are not permitted:

• requirements regarding working hours, attendance, vacation or sick notes
• integration into duty, shift or on-call schedules
• assigning tasks outside the scope of services described in the individual agreement
• mandatory attendance at internal meetings unrelated to the project or at personnel reviews
• functional or disciplinary subordination to the Client's managers
• inclusion in the Client's organizational charts, phone lists or staff directories
• issuing an identification that presents the project specialist to third parties as an employee of the Client
• inclusion in the Client's target agreement, appraisal or remuneration systems

(6) Independence. The project specialist performs the services free of instructions as to their execution, generally with their own equipment and on their own schedule, unless the scope of services requires otherwise. If the Client provides equipment or access for security or licensing reasons, this does not constitute integration.

(7) Maximum duration. Engagements are limited to a maximum of 18 months per project specialist and Client. Any continuation beyond this requires a separate agreement and a renewed review of the engagement structure.

(8) Status responsibility and indemnity. Both parties work to ensure that the engagement is assessed neither as temporary agency work nor as dependent employment of the project specialist. If the Client breaches paragraph 5 or 6, it indemnifies Talent Showroom against all resulting claims and costs. This includes social security contributions including late payment surcharges, wage tax, fines and legal defense costs.

(9) Suspension. If there are concrete indications that an engagement is to be assessed as temporary agency work, Talent Showroom is entitled to suspend the engagement until clarified or to end it with immediate effect. Services already rendered remain subject to payment. The Client's claims for damages arising from this are excluded unless § 13 (1) applies.

(10) Takeover. If the Client or a company affiliated with it establishes an employment relationship with the project specialist within twelve months of the end of an engagement, it owes a takeover fee of 50 percent of the fee rate applicable under § 7 (1) and (4), based on the assessment basis under § 7 (2). § 8 applies accordingly.

(11) Non-circumvention. During the engagement and for twelve months thereafter, the Client will not establish direct contractual relationships with the project specialist regarding the placed services. § 6 (3) applies accordingly.

(12) Absence. If a project specialist is absent for more than ten consecutive working days, Talent Showroom will endeavor to find a replacement but does not owe one. Time not worked is not charged.

(13) Occupational safety. Before work begins, the Client instructs the project specialist in the safety regulations applicable at the place of work and ensures that the working conditions comply with public occupational safety regulations. This obligation does not create a right to issue instructions within the meaning of paragraph 5.

§ 11 Use of sourcing partners

(1) Talent Showroom is entitled to use self-employed sourcing partners to provide its services. Talent Showroom remains the Client's sole contracting party.

(2) Talent Showroom contractually binds the partners it uses to confidentiality and compliance with data protection requirements and is liable for their selection in accordance with § 13.

§ 12 Data protection

(1) With regard to the processing of personal data under this contract, Talent Showroom and the Client are each independent controllers within the meaning of Art. 4(7) GDPR. Neither data processing on behalf nor joint controllership is established.

(2) The Client processes transmitted applicant data solely for the specific staffing process. It deletes the data without undue delay after the process is completed, at the latest six months after the last contact, unless a hire takes place or a statutory retention obligation applies.

(3) The Client fulfils its own information obligations towards the persons concerned under Art. 13 and 14 GDPR.

(4) Talent Showroom remains entitled to process the contact details of the Client's contact persons to perform the contract and to maintain the business relationship.

§ 13 Liability

(1) Talent Showroom is liable without limitation for intent and gross negligence, for injury to life, body or health, for fraudulent concealment of a defect, to the extent of a guarantee given and under the Product Liability Act.

(2) In cases of simple negligence, Talent Showroom is only liable for breach of material contractual obligations. Material obligations are those whose fulfilment makes the proper performance of the contract possible in the first place and on whose compliance the Client may regularly rely. In this case, liability is limited to the typical, foreseeable damage for this type of contract, and at most to the fee agreed for the respective mandate.

(3) Talent Showroom is not liable for the suitability, performance, reliability or retention of presented persons, nor for the accuracy of the information they provide, insofar as Talent Showroom neither knew of its inaccuracy nor failed to recognize it through gross negligence.

(4) The limitations of liability also apply in favor of Talent Showroom's vicarious agents and assistants.

(5) The Client's claims become time-barred twelve months after knowledge, at the latest 24 months after the event giving rise to the claim. This does not apply to claims under paragraph 1.

(6) Talent Showroom is not liable for delays or failures to perform due to force majeure, in particular natural events, official orders, strikes or large-scale failures of telecommunications or energy infrastructure. The obligations to perform are suspended for the duration of the event.

§ 14 Terms of payment

(1) Invoices are payable without deduction within 14 days of receipt.

(2) In the event of late payment, the Client owes default interest of nine percentage points above the base interest rate as well as the flat fee under § 288 (5) BGB.

(3) If a due payment is more than 14 days overdue, Talent Showroom is entitled, after prior notice, to suspend ongoing services and engagements until payment is made.

(4) The Client may only set off undisputed or legally established claims. It has a right of retention only for counterclaims arising from the same contractual relationship.

(5) The assignment of the Client's claims under this contract requires the consent of Talent Showroom. § 354a HGB (German Commercial Code) remains unaffected.

(6) Objections to an invoice must be raised in text form within 14 days of receipt.

(7) All amounts are net plus statutory VAT. As long as Talent Showroom applies the small business exemption under § 19 UStG (German VAT Act), no VAT is charged or shown on invoices; the rates and amounts stated are then final amounts.

§ 15 Term and termination

(1) The framework agreement is concluded for an indefinite period. Either party may terminate it with four weeks' notice to the end of a month in text form.

(2) The right to extraordinary termination for good cause remains unaffected.

(3) Ongoing mandates and contracting engagements are completed under the conditions applicable when the notice of termination is received. §§ 6, 9, 10 (8), (10) and (11) as well as § 12 continue to apply beyond the end of the contract.

§ 16 Final provisions

(1) The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods and the conflict-of-law rules of private international law.

(2) The exclusive place of jurisdiction for all disputes arising from and in connection with this contract is Berlin, provided the Client is a merchant, a legal entity under public law or a special fund under public law. Talent Showroom remains entitled to sue at the Client's general place of jurisdiction. The place of performance is Berlin.

(3) Amendments and additions to this contract require text form. This also applies to any change to this clause. Individual contractual agreements take precedence.

(4) These terms are provided in German and English. In the event of discrepancies, the German version prevails.

(5) Should any provision be or become invalid, the validity of the remaining provisions remains unaffected.