1. Scope of Application

   office people Personalmanagement GmbH (in the following: “Temporary Employment Agency” or “Contractor”) shall, in accordance with the provisions set forth in the German Temporary Employment Act (AÜG), the provisions of the Contract for the Placement of Temporary Employees (AÜV), and these Terms and Conditions (AGB), provide the client (in the following: “Client Company” or “Client”) with temporary employees to the exclusion of any conflicting and/or differing terms and conditions of the Client. These Terms and Conditions apply exclusively to entrepreneurs as defined in Section 14 German Civil Code (BGB), legal entities under public law and special funds under public law. Contracts with consumers as defined in Section 13 BGB are not concluded on the basis of these Terms and Conditions.

2. Permit for the Provision of Temporary Employees

   The Temporary Employment Agency holds a permanent permit to provide temporary employees pursuant to Section 1(1) AÜG. This permit was most recently issued by the Federal Employment Agency, Düsseldorf Employment Office, on 21 July 2008, in Düsseldorf.

3. Legal Status and Authority to Issue Instructions

   The conclusion of a Contract for the Placement of Temporary Employees does not establish an employment relationship between the temporary employee and the Client. The Temporary Employment Agency is the employer of the temporary employee. The Temporary Employment Agency warrants to the Client that it will provide only employees who have an employment contract with the Temporary Employment Agency. The Client warrants that it will refrain from subleasing temporary employees, either openly (disclosed temporary employment) or covertly (covert temporary employment, e.g., sham service contracts) and hence will refrain from chain leasing. The Client is responsible for exercising the right to issue work-related instructions for the duration of the assignment with the Client. The Client will assign the temporary employee only those tasks that fall within the scope of work that has been contractually agreed with the Temporary Employment Agency and that correspond to the temporary employee’s level of qualification. The right to issue instructions shall otherwise remain with the Temporary Employment Agency.

4. Occupational Safety and Duty of Care

   The Client assumes the duty of care obligation with respect to occupational safety measures at the temporary employee’s place of work (Section 618 BGB, Section 11(6) AÜG). To that extent, the Client indemnifies the Temporary Employment Agency against all claims by the temporary employee and other third parties arising from a failure to fulfil this obligation or from its inadequate fulfilment. Where official authorisations are or become required for the deployment of the temporary employees, the Client agrees to obtain such authorisations before the temporary employees begin work and to present the authorisations to the Temporary Employment Agency upon request. The Client is required to comply with the applicable occupational safety and accident prevention regulations. The Client is obliged in particular, pursuant to Section 5 Occupational Safety and Health Act (ArbSchG), to identify the hazards associated with the temporary employee’s duties before the employee begins work and to implement appropriate protective measures in accordance with the state of the art before the temporary employee begins work, to provide the temporary employee, pursuant to Section 12 ArbSchG, with sufficient and appropriate instruction on safety and health protection at the relevant workplace prior to the start of work, and to implement the provisions of the Working Hours Act (ArbZG) for the respective assignment at the Client’s facility. The Client must document the training provided to temporary employees and present a copy to the Temporary Employment Agency. Any employment of a temporary employee beyond 10 hours per workday requires prior agreement with the Temporary Employment Agency. Work in excess of 10 hours on a workday is permitted only if lawful provisions for such work exist under a collective bargaining agreement or a company agreement based on the Client’s collective bargaining agreement pursuant to Section 7 ArbZG, or an official authorisation, or if an exceptional case within the meaning of Section 14 ArbZG exists; in the case of work on Sundays or public holidays, proof must be provided to the Temporary Employment Agency demonstrating that there is authorisation to order work on Sundays or public holidays. The Client is also required to report without delay any workplace accident to the Temporary Employment Agency and to provide it with all information required under Section 193(1) Book VII German Social Code (SGB VII). The Temporary Employment Agency shall report the workplace accident to the competent accident insurance provider. The Client shall, without delay after assignment of the temporary employee, provide the Temporary Employment Agency with documentation that meets the requirements of Section 6 Occupational Safety and Health Act (ArbSchG). To fulfil its obligations as an employer, the Temporary Employment Agency shall be granted access to employees’ workplaces during working hours, in consultation with the Client. The Temporary Employment Agency must notify and instruct its employees regarding generally applicable accident prevention regulations, safety rules and safety guidelines. Where temporary employees employed by the Temporary Employment Agency refuse to perform their work due to a lack of or inadequate safety equipment or precautions at the Client’s facility, the Client shall be liable to the Temporary Employment Agency for the resulting downtime. The Client shall provide first aid equipment and measures.

5. Rejection, Replacement and Failure to Take Up a Position

   The Client is entitled to reject a temporary employee by providing written notice to the Temporary Employment Agency if a reason applies that would entitle the Temporary Employment Agency to terminate the employment relationship with the temporary employee for cause (Section 626 BGB). The Client is required to provide a detailed explanation of the reasons for rejection. In the event of rejection, the Temporary Employment Agency is entitled to assign to the Client other temporary employees with equivalent professional qualifications. Where the Client determines within the first four hours that a temporary employee provided by the Temporary Employment Agency is not suitable for the intended assignment, the Client may request that the temporary worker be replaced. The Client must provide evidence of the lack of suitability. Moreover, the Temporary Employment Agency is entitled at any time, for organisational or legal reasons, to replace temporary employees assigned to the Client and to assign temporary employees with the same or comparable professional qualifications. The Client must be notified of this without delay. The Client shall notify the Temporary Employment Agency without delay if the temporary employee fails to begin work at the Client’s premises or does not do so in a timely manner. Should the Client fail to provide immediate notification, they shall have no claims against the Temporary Employment Agency arising from or in connection with the temporary employee’s failure to begin work or to do so in a timely manner.

6. Selection and Qualification

   The Temporary Employment Agency agrees to select personnel who are suitable for the work in question. When qualifications are requested with a recognised vocational training programme, the Temporary Employment Agency undertakes to select and provide the Client only with personnel who have successfully completed the specific vocational training programme. Any deviations must be agreed in writing. The Temporary Employment Agency shall ensure that the employees it assigns – unless they are nationals of an EEA country or Switzerland – are entitled to perform the work in accordance with immigration laws. The Temporary Employment Agency must provide the appropriate documentation upon request by the Client.

7. Personnel Placement and Temporary Employment

   The Contractor agrees, in accordance with the following provisions, to carry out every assignment given by the Client for the placement of personnel (so-called “direct placement”) conscientiously, diligently and with due regard for confidentiality.

   1. The Client shall provide the Contractor with all information necessary for the performance of the contract or shall ensure that the Contractor can obtain such information. This applies in particular to job descriptions, qualification requirements and the amount and composition of remuneration for the position to be filled. The documents provided by and regarding the candidate that the Contractor submits to the Client shall remain the property of the Contractor and must be returned to the Contractor without delay if the applicant is not hired. The contents of the documents provided must be treated as strictly confidential; disclosure to third parties and the production of copies for own use are not permitted.

   2. Where the Client or an affiliated company pursuant to Sections 15 et seq. German Stock Corporation Act (AktG) enters into a (permanent or temporary) employment relationship or a freelance arrangement with a candidate placed by the Contractor within 6 months of the provision of personnel data or the conduct of a job interview, this shall be deemed to constitute a personnel placement. The 6-month period is calculated from the date on which the Contractor sends the personnel documents to the Client. Where application documents are not submitted and an interview and subsequent hiring of the candidate are based on verbal contact arranged by the Contractor, the 6-month period shall begin on the date of the first interview. In this case, the Contractor shall receive a placement fee equivalent to 25% of the gross annual income agreed between the Client and the placed candidate. A placement fee of 30% of the agreed gross annual income shall be charged if candidates with an academic degree are placed. Gross annual income includes the base salary, including holiday pay and a Christmas bonus, any special payments and other benefits in kind; variable remuneration is taken into consideration based on 100% target achievement (calculated over a full calendar year). The Client is obliged to provide the Contractor with the amount and composition of the agreed gross annual income necessary for calculating the placement fee and, upon request, to provide appropriate proof thereof. If the employee voluntarily resigns within the first 6 months, the Contractor will offer to fill the vacancy without delay based on a fixed price to be negotiated in such cases. The placement fee is due upon conclusion of the employment contract.

   3. The Contractor is obliged to perform the placement assignment with due care, but is not obliged to achieve a specific result or to complete the placement within a specific time frame, unless this has been expressly agreed upon in an individual contract. The Contractor provides no guarantee concerning the future performance, capability or continued presence of a candidate placed with the Client. This does not affect the Contractor’s obligation to make a careful selection and placement of candidates in accordance with the agreed job profile. The provisions set out in Section 8 of these Terms and Conditions shall apply to the Contractor’s liability in all other respects.

   4. Where the Client enters into an employment contract with a temporary employee during or after the assignment (but for no longer than 6 months after the end of the assignment), this shall be considered a personnel placement in the meaning described above. In this case, the Temporary Employment Agency shall receive a placement fee equivalent to 20% of the gross annual income agreed between the Client and the placed temporary employee (composition as set out in Section 7(b)). The placement fee shall be reduced by 1/12 for each full month in which the temporary employee had previously been assigned to the Client Company. The provisions set out in Section 7(b) shall apply to the obligation of the Client Company to provide information regarding the amount of gross annual income agreed between the Client Company and the placed temporary employee.

8. Liability

   Given that the assigned employees perform their duties under the direction and supervision of the Client, the Temporary Employment Agency shall not be liable for any damages caused by them in the course of or on account of their work, provided that the Temporary Employment Agency is not at fault, in particular with regard to its own selection. Furthermore, the liability of the Temporary Employment Agency and its legal representatives and agents is limited to cases of wilful misconduct and gross negligence. In cases of ordinary negligence, the Temporary Employment Agency is liable only for breaches of material contractual obligations; liability in these cases shall be limited to foreseeable damages that are typical for this type of contract. The foregoing limitations of liability do not apply to damages resulting from injury to life, limb or health, in cases where a warranty has been assumed, to claims under the Product Liability Act (ProdHaftG) or in other cases of mandatory statutory liability. In particular, the Temporary Employment Agency shall not be liable for specific work results produced by the temporary employees or for damages incurred by the Client due to the temporary employees’ tardiness or absence, provided that the Temporary Employment Agency is not at fault in this regard. The Client shall indemnify the Temporary Employment Agency against any claims by third parties to the extent that such claims arise from instructions, breaches of duty or other circumstances within the Client’s sphere of responsibility. This applies in particular to claims arising from a culpable breach of the Client’s obligations to inspect, provide information, cooperate or notify as set forth in the Contract for the Placement of Temporary Employees.

9. Remuneration, Statements and Payment

   All rates quoted by the Temporary Employment Agency are net amounts. Upon termination of the Contract for the Placement of Temporary Employees – or weekly if the placement is continuous – the Temporary Employment Agency shall issue an invoice to the Client, including the applicable value-added tax, unless the parties expressly agree on an alternative settlement method. Statements shall be based on the actual hours worked, whereby at least the agreed working hours shall be stated. The hours worked by each assigned employee must be documented using work sheets, which shall be completed weekly for each assigned employee and signed by a representative of the Client after factual review. The assigned employees must use the instruments specified by the Client in this regard (time sheets/electronic time tracking), if available. The Client is obliged to ensure that work sheets are issued in a timely manner. The work sheets must show clearly the start and end of daily working hours, including breaks. Overtime must be reported separately. The invoice amounts are due immediately – without deductions – upon receipt by the Client of the statement issued by the Temporary Employment Agency. The Client shall be in default if the invoice amount is not credited to the Temporary Employment Agency’s business account within 10 calendar days of receipt of the invoice. No prior notice is required. Section 288 BGB applies. In this case, the Client reserves the right to prove that the Temporary Employment Agency did not incur any damages or damages were not incurred to this extent. Temporary employees assigned by the Temporary Employment Agency are not authorised to accept advances or payments based on the statements issued by the Temporary Employment Agency. Payments to the temporary worker do not constitute performance of the contract. Where the Client is (partially) in default of payment, remuneration for all hours not yet invoiced – for which the Client has already confirmed completion by signing a work sheet – shall become due immediately. The Temporary Employment Agency has the right to refuse performance if the Client fails to make payment. The Client is not entitled to set off claims against those of the Temporary Employment Agency or to exercise a right of retention, unless the counterclaim asserted by the Client is undisputed or has been established by a final and binding judgment. To the extent permitted by law, the Client is not entitled to assign to third parties claims against the Temporary Employment Agency without the agency’s prior consent, nor is the Client entitled to transfer to third parties any other claims or rights against the Temporary Employment Agency without the agency’s prior consent. Section 354a German Commercial Code (HGB) remains unaffected.

10. Confidentiality and Data Protection

    The contracting parties agree to treat as strictly confidential all confidential information belonging to the other party that comes to their knowledge or is made available to them in the course of their cooperation. Confidential information includes but is not limited to information that is not publicly known and that concerns business and operational processes, customers, employees, financial circumstances and other internal matters of the respective contracting party. Information shall not be considered confidential if it was demonstrably already in the public domain, was lawfully known to the receiving party or becomes public knowledge without a breach of this confidentiality undertaking. The disclosure of confidential information to third parties is permitted only to the extent that is necessary for the performance of the contract, required by law, or authorised by the other contracting party. Statutory disclosure and notification obligations remain unaffected. The contracting parties shall implement appropriate measures to protect confidential information from unauthorised access, loss and unlawful disclosure. When processing personal data, the contracting parties agree to comply with the applicable data protection laws, in particular the General Data Protection Regulation (GDPR) and the Federal Data Protection Act (BDSG). To the extent that the contracting parties process the personal data of the temporary employees under their own responsibility, each contracting party shall be solely responsible for the lawfulness of processing it carries out and for the fulfilment of its obligations under data protection law. The Client may process the personal data of the temporary employees that has been provided to it in connection with the temporary employment arrangement or that has otherwise come to its attention, but may do so only to the extent that this is necessary or permitted for performance of the temporary employment arrangement, compliance with legal obligations or based on another legal basis under data protection law. Processing for purposes not consistent with this provision is therefore prohibited. The contracting parties shall ensure that individuals with access to personal data are bound by a confidentiality undertaking or are subject to a corresponding statutory duty of confidentiality. The contracting parties shall implement the technical and organisational measures required under Article 32 GDPR to ensure a level of security appropriate to the risk, taking into account the state of the art, the costs of implementation, as well as the nature, scope, circumstances and purposes of the processing, as well as the varying likelihood and severity of the risks to the rights and freedoms of natural persons. Where one party processes personal data on behalf of the other party within the meaning of Article 28 GDPR, the parties shall, prior to commencement of the relevant processing, enter into a data processing agreement that complies with the requirements of Article 28 GDPR. The contracting parties shall fulfil their respective obligations to provide information to the data subjects in accordance with Articles 12 through 14 GDPR. Personal data must be erased as soon as it is no longer necessary for the purposes for which it was processed and there are no statutory retention obligations or other legal bases for continued processing. Where personal data must or may be stored beyond this point in time due to statutory retention obligations or another legal basis, it may only be processed for the purposes deemed legitimate thereunder. Upon termination of the relationship, the Client must, in accordance with the provisions above, erase or return the confidential information and personal data provided to it by the Temporary Employment Agency. Any data storage media provided must be returned or, if return is not required, destroyed in accordance with data protection regulations. Statutory retention requirements and other legal authorisations or obligations regarding continued processing remain unaffected. The confidentiality undertakings shall survive termination of the contractual relationship for as long and inasmuch as the information in question remains confidential. Statutory data protection obligations remain in effect in accordance with the applicable legal provisions, regardless of the termination of the contractual relationship.

11. Amendments, Additions and Collateral Agreements

    Any amendments or additions to these T&C must be in writing in order to be effective. This also applies to any amendment to the written form requirement itself. The electronic form (Section 126a BGB) may also be used instead of the written form. Temporary employees provided by the Temporary Employment Agency are not authorised to agree with the Client on any amendments, additions or collateral agreements to the Contract for the Placement of Temporary Employees (AÜV) and these Terms and Conditions.

12. Text Form

    Contracts for the Placement of Temporary Employees and their respective specifications are entered into between the Temporary Employment Agency and the Client. Upon the entry into force of the amendment to Section 12(1)(1) AÜG effected by the Fourth Act to Reduce the Burden of Bureaucracy on Citizens, the Economy and Public Administration (Fourth Bureaucracy Reduction Act) on 1 January 2025, contracts for the placement of temporary employees – including any amendments, supplements thereto and the necessary specifications – may be concluded or made in text form pursuant to Section 126b BGB. Compliance with the written form requirement under Section 126 BGB or the electronic form requirement under Section 126a BGB is not necessary in this regard.

13. Contractual Language

    The contractual language is German. If these Terms and Conditions, the Contract for the Placement of Temporary Employees or other contractual documents are also made available in another language, the translation is provided solely for the purpose of clarity. The German version shall – to the extent permitted by law – take precedence in the event of any contradictions or differences in interpretation between the German version and a translated version.

14. Court of Jurisdiction, Place of Performance and Governing Law

    The place of performance for the Client’s payment obligations is Cologne, to the extent permitted by law. For all other contractual services, the place of performance shall be determined in accordance with statutory provisions, unless otherwise agreed in an individual contract. If the Client is a merchant, a legal entity under public law or a special fund under public law, Cologne shall be the exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship. The Temporary Employment Agency is entitled nonetheless to take action against the Client in the Client’s general court of jurisdiction. All legal relationships between the Temporary Employment Agency and the Client shall be exclusively governed by the law of the Federal Republic of Germany.

15. Final Provisions

    If any provision of these Terms and Conditions or the Contract for the Placement of Temporary Employees (AÜV) concluded on the basis thereof is or becomes wholly or partially invalid or unenforceable, the validity of the remaining provisions shall remain unaffected. The relevant statutory provisions shall apply in place of any invalid provision of these Terms and Conditions. This shall apply mutatis mutandis if omissions in these T&C or the Contract for the Placement of Temporary Employees (AÜV) come to light. Where an invalid or unenforceable provision is not included in these Terms and Conditions and a supplementary interpretation of the contract is legally permissible, the valid or unenforceable provision shall be replaced by a valid and enforceable provision that comes as close as possible to the economic purpose of the contracting parties when agreeing on the original provision. If the invalidity of a provision is based on a specified level of performance, a deadline, or some other quantitative measure, the invalid provision shall not automatically be replaced by the maximum permissible level; the statutory provisions and the principles of supplementary interpretation of contracts shall apply instead, provided that the relevant conditions are met.

As at: 08/2026