General Terms and Conditions contents
General / Scope
These terms of engagement apply to all contracts and consulting engagements between All.in People & Culture AIPC UG (hereinafter "All.in") and its clients and form part of the respective contract in each case.
These terms of engagement apply exclusively; deviating terms of the client are not valid. This also applies where the client's terms do not conflict with these Terms and Conditions. Any agreements deviating from these terms of engagement, as well as supplements, amendments and side agreements, are only effective if made in writing.
Formation and subject matter of the contract
At its core, All.in places freelance and permanent staff with the client.
For this purpose, All.in provides the client with profiles, résumés and further information on suitable candidates for selected positions. Before this information is made available to the client, All.in carries out a pre-selection. On request, All.in can provide the client with further information (e.g. references).
The contract is based on a written offer, which remains valid for three months from the date it was drawn up. The offer is accepted by letter or by email.
Contracts concluded by All.in are contracts for services ("Dienstverträge"). The subject matter of the contract is the agreed service (such as, for example, the identification and vetting of candidates, preparation of analyses, presentations, workshops, trainings, coaching) and not the achievement of a particular economic outcome or other goal. The engagement is carried out in accordance with the principles of proper professional practice. All.in is entitled to use the assistance of third parties to carry out the engagement.
Double applications
If an employee proposed by All.in has already applied to the client (before the profile was submitted) or has been proposed by another consulting firm, the client is obliged to notify All.in in writing without delay (within five working days of receiving the profile).
In this case, the recruitment consultancy no longer provides any service with respect to that employee. If the placement process continues after this 5-day period has expired, a fee claim arises automatically upon successful placement pursuant to item 5.
Fees and payment terms
The fee amounts to 30% of the placed person's gross annual salary and — unless otherwise agreed in writing — is understood to be plus travel expenses and other outlays, insofar as these are necessary and reasonable for carrying out the engagement. Performance-related salary components (e.g. bonuses and commissions) are also taken into account when calculating the first gross annual salary. Travel and accommodation costs are charged based on actual expenses incurred. Flight costs are charged on the basis of economy class for Europe. Rail costs are charged on the basis of 1st class, and car costs at EUR 0.50 per kilometre driven, in each case plus statutory VAT. In the context of recruitment consulting engagements, travel expenses and other outlays are generally only incurred following the client's prior agreement to bear the costs.
The agreed fee is understood to be plus the statutory VAT applicable at the time.
Unless otherwise agreed between All.in and the client, All.in invoices for services rendered as follows: 50% upon signing of the employment contract and the remaining 50% upon commencement of the employment relationship.
The agreed fee is due for payment immediately and without deduction upon invoicing.
The client is only entitled to set-off rights if its counterclaims have been legally established, are undisputed, or have been acknowledged by All.in. In addition, the client is only entitled to exercise a right of retention insofar as its counterclaim arises from the same contractual relationship.
Fee conditions for recruitment consulting
If the client establishes an employment relationship with a candidate presented by All.in within 12 months of the date of presentation, the entitlement to the success fee arises. The fee entitlement also exists if the presented person is hired within 12 months by a company affiliated with the client (Sections 15 et seq. of the German Stock Corporation Act, AktG) — for example at another subsidiary or group company — regardless of whether the presented employee is hired for the originally intended position or for any other position (including a different role).
Replacement placement in recruitment consulting
If the employment relationship concluded with a candidate presented by All.in is terminated within six months of the start of employment due to professional shortcomings and not for operational reasons on the part of the client, All.in undertakes to propose a suitable replacement candidate within the professional field of the originally filled position, free of charge.
Confidentiality, data protection, contractual penalty
All.in will maintain strict confidentiality regarding all information as well as trade and business secrets that come to its knowledge, even after termination of the contract, unless the client has expressly released All.in from this duty of confidentiality in an individual case.
All.in obliges its employees, as well as any third parties engaged to carry out the engagement, to maintain confidentiality.
All.in is authorised, within the scope of the purpose of the engagement, to process the personal data entrusted to it, or to have it processed by third parties, in compliance with data protection provisions.
The client undertakes not to pass on data and information about candidates to third parties and to use it only for the purpose of evaluation with a view to establishing an employment relationship. Training materials produced by All.in, or other concepts, documents or process descriptions prepared by All.in in the course of projects, may only be passed on to third parties or otherwise used with All.in's express consent. All copyrights remain with All.in.
The client is not authorised to pass on to third parties the contact details of employees transmitted by All.in in connection with this contract. If a disclosure of contact details made in breach of this provision leads to a contract being concluded between the candidate presented by All.in and a third party, the client is obliged to pay damages in the amount of the commission lost to All.in (Section 4). All.in reserves the right to assert any further damages.
Liability
All.in is, in principle, liable for damages for which it or its employees are responsible through intent or gross negligence.
Liability is excluded unless intent or gross negligence can be demonstrably established. In general, liability is limited to such direct or indirect damages that were foreseeable at the time the contract was concluded. The amount of the contractor's liability is limited to the engagement fee.
The client must notify All.in in writing of any claims for damages against All.in within two months of the end of the engagement. If the client fails to comply with this obligation, it may not derive any claims from a possible defective performance by All.in. Any claims for damages against All.in become time-barred no later than six months, calculated from the date of the written notification of the claim.
Client's duties to cooperate and provide information
The client undertakes to provide All.in, free of charge, with any necessary support, in particular to make available in good time the information required for performance of the contract, and to create, within its own operational sphere, all conditions necessary for proper performance of the contract.
The client further undertakes, at All.in's request, to arrange suitable working facilities at the project location and, without being specifically asked, to inform All.in of all documents, processes and circumstances that may be relevant to the performance of the engagement.
The client undertakes to inform All.in, within one week of concluding an employment contract, of the agreed gross annual salary, and to provide a copy of the part of the employment contract showing the salary components and the signatures of the parties to the employment contract. The client further grants All.in the right to enquire directly with the placed employee about the salary conditions of the employment relationship, and releases the employee from any confidentiality obligations in this regard. The above information obligations of the client apply to all employment contracts concluded within the 24-month commission-relevant period from first contact, as well as to subsequent commission-relevant extensions of originally fixed-term employment contracts.
Independent of the above information obligations under Section 6, the candidate (freelancer) is obliged to truthfully provide All.in with all information necessary for a successful placement. The candidate (freelancer) shall notify All.in without delay if a freelance engagement offered by All.in within the meaning of Section 6 was already known to them from another source. The candidate (freelancer) is obliged to treat confidentially, and not pass on to third parties, any knowledge gained in the course of the placement, in particular any open positions or hourly rates communicated to them.
Final provisions
There are no side agreements. Amendments and supplements to the contract, including these General Terms and Conditions, must be made in writing. This also applies to any change to this written-form requirement.
The place of jurisdiction is All.in's registered place of business, currently Cologne. The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
Should individual provisions of this contract be or become invalid, in whole or in part, the validity of the remainder of the contract shall remain unaffected. In such a case, and in the event that the contract contains a gap, the parties shall remove the invalid provisions or fill the existing gap with an appropriate arrangement that comes as close as possible to what the parties intended.