General Terms and Conditions (GTC)

1.1These General Terms and Conditions (GTC) apply to all personnel recruitment services provided by work2be to businesses within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law, and special funds under public law (hereinafter referred to as the “Client”). They also apply to all future recruitment transactions with the Client without requiring them to be separately incorporated each time.

1.2Any conflicting or deviating terms and conditions of the Client, including purchasing terms, shall not apply, even if work2be does not expressly object to them or provides services while being aware of such terms. They shall only apply if work2be has expressly agreed to them in text form.

1.3The recruitment agreement is deemed to have been concluded no later than when the Client receives a recommendation from work2be (§ 2.2) and continues the selection process with the recommended candidate, particularly by requesting documents, conducting or scheduling an interview. If the parties have concluded a framework agreement for personnel recruitment services, its provisions shall take precedence over these GTC.

1.4work2be is responsible for searching for, pre-selecting, and presenting candidates, but not for concluding the main contract or filling a position within a specific timeframe. Temporary agency work within the meaning of the German Temporary Employment Act (AÜG) is not part of the services. Candidates do not owe work2be any remuneration.

2.1“Candidate” means any person proposed by work2be, regardless of the intended form of contract.

2.2“Recommendation” means the transmission of information by work2be to the Client that enables the Client to identify a Candidate, particularly their name, profile, CV, or brief introduction, regardless of the form in which the information is provided. A Candidate is considered to have been proposed as soon as the Recommendation reaches the Client; an explicit acceptance of the Recommendation is not required.

2.3“Main Contract” means any oral or written, direct or indirect contract between the Client and the recommended Candidate, including, in particular, an employment contract, training or internship agreement, freelance or consulting agreement, interim management agreement, management/directorship agreement, as well as a corporate participation or appointment to an executive/official position.

2.4“Affiliated Companies” means companies affiliated with the Client within the meaning of Sections 15 et seq. of the German Stock Corporation Act (AktG), as well as companies in which the Client or its shareholders hold a direct or indirect interest. Entering into a Main Contract with an Affiliated Company shall be treated the same as entering into the contract with the Client itself; the Client remains liable for the recruitment fee.

3.1If a Main Contract is concluded between the Client or an Affiliated Company and the recommended Candidate within twelve (12) months after the Recommendation, it shall be presumed that the Main Contract resulted from work2be’s Recommendation (Protection Period).

This applies regardless of whether the Main Contract concerns the originally intended position or another position, whether the Candidate subsequently applied independently, or whether contact was re-established through a third party.

The Client may provide evidence that work2be’s Recommendation was not even partially responsible for the conclusion of the Main Contract.

3.2If the Client already knew a recommended Candidate before the Recommendation, this only prevents work2be from claiming a recruitment fee if:

• (a) the Candidate had independently and actively applied to the Client within the six (6) months preceding the Recommendation for the same or a comparable position, or had been introduced to the Client by a third party for such a position, the application process had not yet been completed, and
• (b) the Client notified work2be of this immediately after receiving the Recommendation, and in any event before an interview process began, in text form and provided suitable evidence, particularly a dated application receipt or introduction documents from the third party.

The Client bears the burden of demonstrating and proving its prior knowledge and the date on which it obtained such knowledge, since these circumstances fall exclusively within the Client’s sphere of responsibility.

3.3If prior knowledge has been reported and proven in due time under § 3.2, work2be will not provide any further services regarding that Candidate unless the Client expressly instructs work2be to continue.

A recruitment fee shall nevertheless become payable if the previous application process had ended and the Candidate is subsequently introduced again through work2be, or if work2be assists with the further selection process involving the Candidate at the Client’s request.

3.4If there is a dispute regarding whether and when the Client first became aware of a Candidate or whether a Main Contract was concluded, the Client must, upon request, provide work2be with information in text form and suitable evidence within fourteen (14) days.

4.1The Client owes work2be a recruitment fee if, as a result of a Recommendation, a Main Contract is concluded between the Client or an Affiliated Company and the recommended Candidate.

The fee becomes due when the Main Contract is concluded. The actual start of employment is irrelevant, subject to §§ 5 and 6.

A fee is also payable if the Main Contract is concluded after the business relationship has ended but still within the Protection Period under § 3.1.

If several recommended Candidates are hired, a separate fee is owed for each Candidate.

4.2The recruitment fee depends on the Candidate’s annual target compensation (§ 4.3):

• Up to and including €50,000: flat fee of €13,500
• From €50,000.01 to €55,000: 30% of the annual target compensation
• Above €55,000: 35% of the annual target compensation

The applicable percentage is applied to the entire annual target compensation. The recruitment fee is at least €12,500.

4.3“Annual target compensation” means the gross remuneration agreed in the Main Contract for the first twelve (12) months, calculated on a full-year and full-time basis assuming full achievement of targets. It includes, in particular:

• Guaranteed annual gross salary, including contractually agreed special payments
• Variable compensation such as bonuses, commissions, and target-based payments, calculated at 100% target achievement
• Shift, relocation, and other allowances
• Signing and retention bonuses
• Benefits in kind
• Private use of a company car, valued at €12,000 per year, unless a higher value is agreed or proven
• The allocation value of stock options and comparable equity instruments, insofar as granted for the first twelve months

For freelance, consulting, or interim-management contracts, the annual target compensation is replaced by the net fee agreed for the first twelve (12) months or the expected fee based on full utilization.

A later reduction or failure to achieve variable compensation does not reduce the recruitment fee.

4.4All amounts are stated net, plus the statutory VAT applicable at the time the service is provided.

4.5The recruitment fee becomes payable upon conclusion of the Main Contract and will be invoiced by work2be. Invoices must be paid in full, without deduction, within 14 days of receipt. In the event of late payment, the Client owes default interest of 9 percentage points above the applicable base interest rate pursuant to Section 288(2) BGB, plus the lump-sum amount under Section 288(5) BGB. work2be reserves the right to claim additional damages caused by the default.

4.6If the Client violates its obligations under § 8.2 or fails to disclose the agreed compensation no later than four (4) weeks after the start of employment, work2be may calculate the recruitment fee based on an estimated customary market compensation for the position, determined at its reasonable discretion pursuant to Section 315 BGB. The Client remains obligated to provide the required information. If the actual compensation is higher, the difference must be paid additionally.

4.7The Client may only offset claims that are undisputed or legally established. A right of retention may only be exercised in relation to counterclaims arising from the same recruitment transaction.

5.1If a concluded Main Contract is cancelled or terminated before the Candidate begins work by the Client or for a reason within the Client’s sphere of responsibility-for example, elimination or modification of the position or restructuring-the full recruitment fee under § 4 remains payable. No refund under § 6 will be provided.

5.2If the Client withdraws an offer made to the Candidate before a Main Contract has been concluded, the Client owes work2be a flat fee equal to one-third (1/3) of the recruitment fee that would have been payable if the Main Contract had been concluded under the offered terms. The Client may provide evidence that the services actually performed were worth substantially less.

5.3If the Candidate does not commence employment for reasons outside the Client’s sphere of responsibility, the recruitment fee does not disappear. In such a case, work2be will, upon request, search for a replacement Candidate in accordance with § 6.2.

6.1If an employment relationship with a recommended Candidate is terminated within eight (8) weeks after the actual start of employment by the Candidate’s resignation, or by termination by the Client for reasons relating to the Candidate’s person or conduct, work2be will refund 12.5% of the paid recruitment fee for each complete week of the eight-week period that had not yet begun when the termination was received.

Instead of the refund, work2be may offer, within three (3) months, a free replacement Candidate for the same position. If the Client accepts the replacement, the refund is excluded and the recruitment fee is recalculated based on the annual target compensation of the replacement Candidate. Any reduction in the fee will not be refunded.

6.2The claim under § 6.1 requires that:

• a) The Client informs work2be in text form within seven (7) days after receiving or issuing the termination notice, stating the reasons;
• b) The Client has paid all due work2be invoices completely and on time; and
• c) The termination is not based on operational/business reasons, a termination agreement initiated by the Client, a significant change to the position, duties, workplace or compensation, a breach of contract by the Client, insolvency or closure of the Client’s business, or a transfer of business.

6.3The refund is limited to the recruitment fee actually paid for the affected Candidate. For other types of Main Contracts-particularly freelance work, interim management, executive/official positions, or corporate participation-no refund or replacement Candidate is owed.

7.1work2be reviews submitted documents and conducts personal, telephone, or video interviews to assess the suitability of Candidates. However, work2be does not guarantee the accuracy or completeness of information provided by Candidates.

7.2The final assessment of suitability and verification of certificates, qualifications, and references are the responsibility of the Client.

7.3Candidates who require a residence permit or work permit may only begin working after the required authorizations have been obtained. Obtaining these permits is the Client’s responsibility and is at the Client’s own expense.

8.1The Client must inform work2be without delay of any circumstances that may affect the recruitment process and must provide timely feedback regarding presented Candidates.

8.2The Client must inform work2be in text form, without delay and no later than seven (7) days before the agreed employment/start date, about the conclusion of the Main Contract and the agreed compensation, including all components listed in § 4.3. Upon request, the Client must provide work2be with the documents necessary to calculate the recruitment fee. Information that is not necessary may be redacted. This obligation also applies if the Main Contract is concluded only within the Protection Period under § 3.1.

9.1The Client must treat all information received in connection with the recruitment process as confidential, particularly Candidate profiles, and may only make such information available to persons internally involved in the selection process.

9.2If the Client forwards a Recommendation or Candidate data to a third party and a Main Contract is concluded between that third party and the Candidate within the Protection Period under § 3.1, the Client owes the full recruitment fee under § 4, as if the Client itself had concluded the Main Contract. The compensation agreed between the third party and the Candidate is decisive. If this cannot be determined, the fee may be estimated under § 4.6. Further claims for damages remain reserved.

9.3With regard to Candidates’ personal data, work2be and the Client are each independently responsible controllers within the meaning of Article 4(7) GDPR. The Client may process Candidate data exclusively for the purpose of deciding whether to conclude a Main Contract and must delete the data after completion of the selection process, and at the latest six (6) months after the Recommendation, provided that no Main Contract was concluded and no statutory retention obligation applies. Deletion does not affect the Protection Period under § 3.1 or the information obligation under § 3.4.

10.1work2be has unlimited liability for damages resulting from injury to life, body, or health, as well as for intent, gross negligence, and liability under the German Product Liability Act.

10.2For damages resulting from the slightly negligent breach of material contractual obligations-obligations whose fulfillment is essential for proper performance of the contract and on whose fulfillment the Client may regularly rely-liability is limited to the foreseeable, typical contractual damage and, at most, to the recruitment fee owed for the relevant recruitment transaction. In all other cases, liability for slight negligence is excluded.

10.3work2be is not liable for damages arising from a Candidate’s conduct, inaccurate information provided by a Candidate, or the Candidate’s failure to fulfill the Main Contract. The limitations of liability also apply for the benefit of the owner, employees, and agents of work2be.

11.1Supplementary or deviating agreements must be made in text form pursuant to Section 126b BGB. Individually negotiated contractual agreements pursuant to Section 305b BGB take precedence.

11.2The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

11.3If the Client is a commercial entity, a legal entity under public law, a special fund under public law, or has no general place of jurisdiction in Germany, the exclusive place of jurisdiction shall be Frankfurt am Main. work2be nevertheless remains entitled to bring an action at the Client’s general place of jurisdiction.

11.4If any provision of these GTC is or becomes wholly or partially invalid or unenforceable, the validity of the remaining provisions shall remain unaffected.