General terms and conditions (GTC)

1. Scope

1.1 These General Terms and Conditions apply to all services, contracts, agreements and arrangements relating to temporary employment, personnel consulting and recruitment, and consulting services between customers (hereinafter referred to as the ‘Client’) and the companies of the Orizon Group Orizon Holding GmbH, Orizon GmbH, Orizon Hamburg GmbH and the companies of OTTO Work Force Deutschland GmbH (hereinafter referred to as ‘Orizon’).

1.2 Orizon rejects any deviating general terms and conditions and excludes them, unless expressly agreed otherwise in writing.

1.3 Contractual relationships between Orizon and the client (client company/hirer) are subject to the written form requirement. In ac-cordance with Section 126a of the German Civil Code (BGB), the written form requirement may be replaced by electronic form with a qualified electronic signature, insofar as this is legally permissible. Notwithstanding this, temporary employment contracts that are subject to the formal requirements of Section 12 of the German Temporary Employment Act (Arbeitnehmerüberlassungsgesetz) may be concluded in text form in accordance with Section 126b BGB, pursuant to Section 12 (1) sentence 1 of the German Temporary Employment Act. Verbal side agreements are excluded.

2. Official approval

Orizon, with the exception of Orizon Holding GmbH, has an unlimited licence to supply temporary workers. Orizon therefore temporarily supplies its employees (temporary workers/agency workers) to clients on the basis of the German Temporary Employment Act.

3. Terms and conditions of assignment, notification requirements, exchange of employees

3.1 Orizon is the employer of its employees in accordance with the German Temporary Employment Act, with all the associated rights and obligations. Orizon provides the client with carefully selected Orizon employees who have been checked for the necessary professional qualifications. The conclusion of a temporary employment contract does not establish an employment relationship between the client and Orizon employees. Orizon employees working for clients are not entitled to receive payments – e.g. wages, meal allowances or travel expense advances – from the client. Payments to Orizon employees working for clients do not have any effect on performance.

3.2 In the event of demonstrable inadequate work performance by an Orizon employee, which the client reports within the first 4 hours after the start of work, these 4 hours will not be charged. During an ongoing assignment, Orizon may also assign the execution of the order to another Orizon employee with the same qualifications

3.3 During the assignment, the client is primarily responsible for issuing work instructions, supervising and instructing Orizon employees, monitoring the performance of their activities and ensuring compliance with accident prevention regulations. The client shall only deploy Orizon employees at locations and for activities that are consistent with their job description and have been agreed in the temporary employment contract. The client shall only allow Orizon employees to use or operate the work equipment, tools and machines necessary for the performance of their duties. Changes regarding the duration of the assignment, the type of work, working hours or the place of work require the prior consent of Orizon and can only be agreed between the client and Ori-zon. The client is responsible for obtaining the necessary official permits for overtime, Sunday and public holiday work for Orizon employees working on customer assignments. In addition, the client shall inform Orizon immediately of any assignments requiring approval and shall send Orizon a copy of the official permit without being asked to do so before the Orizon employee commences work requiring approval.

3.4 The client shall inform Orizon immediately if an Orizon employee fails to appear for work at the customer's premises. If Orizon employees fail to appear for work at the customer's premises, Orizon shall endeavour to provide a replacement, but is not obliged to do so. Claims for damages in this regard are excluded. If the client is directly affected by lawful industrial action or becomes a-ware of planned industrial action, the client shall inform Orizon immediately and ensure that no Orizon employee is deployed in its company during the industrial action.

4. Occupational health and safety

4.1 In accordance with Section 11 (6) of the German Temporary Employment Act (AÜG), the activities of Orizon employees are subject to the public law provisions of occupational health and safety law applicable to Orizon. The resulting occupational health and safety obligations for Orizon are the responsibility of the client, without prejudice to Orizon's obligations.

4.2 The client shall instruct Orizon employees in occupational health and safety with regard to their workplace and area of responsibility before they commence work. This also includes instruction and training in the use of personal protective equipment (PPE), existing first aid facilities, fire protection equipment and regulations. The client shall document the training. In addition, the client shall carry out a risk assessment for the workplaces of Orizon employees. The results shall be documented by the client and made available to Orizon for inspection upon request. First aid facilities and measures shall be provided by the client. The client shall include the Orizon employee in its safety inspections and grant Orizon or persons authorised by Orizon free access to the workplace of the Orizon employees.

4.3 The client is obliged to report any accident at work to Orizon immediately. Any accident at work that is subject to reporting must be investigated jointly.

5. Time recording and invoicing

5.1 The hours worked by Orizon employees are recorded using an electronic time recording system provided by the contractor or the client. If it is not possible to use electronic time recording, the working hours shall be recorded manually using the activity records kept by the Orizon employee. The activity records and time recording logs must show the daily start and end times as well as the hours worked, including breaks. The client undertakes to confirm the hours worked and the entitlement to allowances on a weekly basis by an authorised representative electronically or by signature and company stamp. If a signature by an authorised represen-tative of the client is not possible, Orizon is entitled to invoice the client for the hours worked and allowances recorded by the Ori-zon employee.

5.2 Working hours are invoiced on the basis of the hours actually worked, whereby at least the contractually agreed working hours are invoiced. If travel expenses are to be paid to the Orizon employee, Orizon is entitled to invoice these to the client. Business trips are invoiced to the client on the basis of actual expenses. 

6. Collective bargaining agreements; notification obligations; adjustment of billing rates

6.1 Orizon employees are remunerated in accordance with the industry collective agreements concluded between the Gesamtverband der Personaldienstleister e. V. (GVP) and the DGB-Tarifgemeinschaft Zeitarbeit (DGB collective bargaining association for tempo-rary work), as well as the collective agreements applicable in certain industries regarding industry surcharges for temporary workers and applicable company agreements.

6.2 In order to comply with the provisions of the German Temporary Employment Act (AÜG), the client undertakes to check and im-mediately notify Orizon in writing before the start of the temporary employment assignment whether an Orizon employee has been directly employed by the client or an affiliated group company within the meaning of Section 18 of the German Stock Corporation Act (AktG) in the last 6 months or has been employed as a temporary worker within the last 3 months. In the aforementioned cases, the client undertakes to pay Orizon the additional costs incurred for the Orizon employees concerned.. 

6.3 Before the start of the assignment, the client shall provide Orizon with complete and truthful information in writing about all collective agreements applicable at the client's premises, favourable company agreements and their contents, and the industry to which the client's premises belong. In order to implement the provisions of Section 8 of the German Temporary Employment Act (AÜG) and the industry collective agreements and company agreements applicable at the client company, the client shall inform Orizon in writing before the start of the assignment of the regular hourly wage and the relevant salary components of a comparable employee necessary for implementation. If the client provides untruthful or incomplete information or fails to provide any informa-tion at all, or if it fails to notify Orizon in writing of any changes immediately after they become known, Orizon shall be entitled to recalculate the employee's remuneration and the hourly rate on the basis of the actual employee remuneration and to adjust it ret-roactively. The recalculation shall be based on the original calculation in relation to the employee's wage and the hourly rate. This shall not affect the right to terminate the concluded temporary employment contracts without notice and to assert claims for damages. 

6.4 Orizon is entitled to increase the hourly rates at its reasonable discretion. This applies in particular to changes in wage-related obligations, company agreements, changes in legislation or collective agreements, adjustments to comparative wages within the framework of industry surcharges, equal pay or minimum wage regulations. Orizon shall notify the client of any necessary increases in hourly rates. An increase notified by Orizon shall take effect on the first day of the following month, at the latest 10 working days after receipt by the client.

7. Notice periods and cancellation periods in the context of temporary employment

7.1 The temporary employment contract concluded between the client and Orizon can be terminated within the first 5 days of the as-signment with a notice period of 2 working days to the end of a working day. Thereafter, with 10 working days' notice to the Friday of the week. If the number of temporary workers exceeds 20, a maximum of 20%, but no more than 10 temporary workers per week, may be deregistered in compliance with the deregistration periods. The termination can only be effectively declared to Orizon and not to the employee working for the client. In the event of a tariff adjustment by Orizon, the client is entitled to terminate the tempo-rary employment contract within 10 working days of notification of the tariff adjustment with 10 working days' notice to the end of a calendar month. Orizon has a special right of termination with a notice period of 10 working days to the end of a calendar month if the rate adjustment is not paid by the client.

7.2 This does not affect the right to extraordinary termination. Orizon is in particular entitled to terminate the contract for good cause with immediate effect if the client is in arrears with the payment of the agreed remuneration by an amount of at least EUR 10,000. The client's/Orizon's right to early termination remains unaffected by any time limit on the duration of the assignment.

8. Indirect recruitment

8.1 If an employment relationship is established between the client or a company affiliated with it within the meaning of Section 15 of the German Stock Corporation Act (AktG) and a temporary employee provided by Orizon during the temporary employment period or a candidate proposed by Orizon for temporary employment without prior temporary employment, a placement commission shall be payable. This is based on the previous assignment period. This also applies if the employment relationship is established within a period of 6 months after the end of the assignment or the candidate proposal.

8.2 The placement commission amounts to 32% of the gross annual target salary, including all supplements in accordance with Section 14 of the German Social Security Code IV (SGB IV), additional benefits such as annual bonuses, Christmas and holiday pay, royalties and company cars, plus the applicable statutory VAT. Variable remuneration is based on 100% target achievement. The placement commission is reduced by 1/12 of the total amount for each full month of assignment and is free of charge after a full 12 months of assignment. The client shall owe the agency commission in accordance with the above scale even if, without an inter-ruption of at least 3 months, the client or a company affiliated with it within the meaning of Section 15 of the German Stock Corpo-ration Act (AktG) concludes a contract for work, services or temporary employment with the Orizon employee or a third party.

9. Direct recruitment

9.1 Orizon searches for suitable candidates for the client with a view to establishing a contractual relationship between the client and the candidate. Such placement may take the form of a contract placement, in which the description of the position to be filled and the qualification requirements are determined in advance as part of a specific placement order. However, it can also take the form of a referral placement, in which Orizon presents a candidate to the client on its own initiative and offers them for employment wit-hout a prior placement order having been issued.

9.2 Orizon provides the client with suggestions for pre-selected candidates and arranges appointments between the client and the candidates. Unless otherwise requested, Orizon participates in the interviews. If the candidate proposed by Orizon has demonst-rably already applied directly to the client or has already been offered to the client for placement, the client undertakes to inform Orizon of this in writing immediately, in any case before the candidate is interviewed in person by the client for the first time. If this information is not provided, the candidate shall be deemed to have been placed by Orizon. The information provided about a candidate is based on information and details provided by the candidate or third parties and is checked by Orizon exclusively for compliance with the job and candidate profile or other specifications provided by the client. Orizon cannot guarantee the ac-curacy and completeness of this information. It is the client's responsibility to check the suitability and qualifications of the candi-date before entering into a contractual relationship with them. Unless otherwise agreed, the client shall bear the proven travel ex-penses of the candidates, expenses for the implementation of test procedures and competence assessments by Orizon or external service providers separately commissioned by the client, as well as special advertising costs. A placement commission is payable upon the establishment of an employment relationship between the client or a company affiliated with it within the meaning of Sec-tion 15 of the German Stock Corporation Act (AktG) and a candidate proposed by Orizon. This shall also apply if the candidate is rejected by the client but is hired within a period of 12 months after Orizon has provided the initial information about this candidate.

9.3 The above provisions shall also apply if the client passes on information and/or personnel documents about a candidate provi-ded to it by Orizon to a third party and an employment relationship, contract for work, service contract or temporary employment contract is subsequently established between the third party and the candidate. In this case, the remuneration shall be owed by the client. Any claims by Orizon against the third party remain unaffected by this.

9.4 The agency commission amounts to 32% of the gross annual target salary, including all supplements in accordance with § 14 SGB IV, additional benefits such as annual special payments, Christmas and holiday bonuses, royalties, company cars, plus the applicable statutory VAT. Variable remuneration is based on 100% target achievement. If the gross annual target salary increases within the first six months after the commencement of employment, Orizon shall be entitled to demand a recalculation of the agency commission on the basis of the increased gross annual remuneration.

10. Client`s obligation to provide information on indirect and direct recruitment

10.1 The client is obliged to notify Orizon in writing without delay, at the latest within three working days, of the conclusion of the contract and the agreed gross annual target salary, including all salary components in accordance with § 14 SGB IV, for the purpose of calculating the agency commission. Upon request and within a period of 10 working days, the client shall grant Orizon access to the respective contract, including all supplementary agreements.

10.2 If the client fails to comply with the above obligation, Orizon shall be entitled to charge a placement commission based on a com-parable standard annual salary in accordance with the provisions. The agency commission is due for payment without deduction upon receipt of the invoice.

11. Settlement and payment terms

11.1 Settlement takes place weekly on the basis of the contractual agreements with the client. The invoice amount is due for payment without deduction within 7 days of the invoice date. In the event of a complaint about an invoice, the hirer shall only have a right of retention until the complaint has been resolved if the complaint regarding the amount of the invoice is not disputed by Orizon and/or the invoice was not addressed to the correct recipient (even if this cannot be determined by interpretation). Otherwise, the client is only entitled to a correction of the invoice, which does not affect the due date of the (partial) claim from the disputed invoice.

11.2 If the client is entitled to a right of retention, they will receive a corrected invoice from Orizon, which must be paid within the agreed payment term of the original invoice, or, if the payment term has been reached or exceeded, within 7 days of receipt of the corrected invoice at the latest.

12. Liability

12.1 Orizon shall only be liable for the breach of an obligation arising from the contract or the law if the breach of obligation was committed intentionally or through gross negligence; strict liability is excluded. Orizon shall only be liable for other negligently caused damage in the event of a breach of a material obligation with regard to damage that was foreseeable at the time the contract was concluded and typical for the contract. The amount of liability pursuant to clause a for all resulting property damage and personal injury is further limited to a maximum total amount of €2,000,000 per calendar year.

12.2 Orizon is not liable for any further claims. This limitation of liability does not apply to damages resulting from injury to life, limb or health. This applies to both statutory and contractual liability.

12.3 Orizon guarantees the proper selection of its employees for customer assignments with regard to the contractually agreed activity. Liability is limited to damage caused by intentional or grossly negligent violation of the above selection obligation. Further claims are excluded. The amount of liability for all resulting damages is also limited to a maximum total amount of €1,500,000 per calendar year.

12.4 Due to the client's supervisory and control function, Orizon is not liable for damages caused by Orizon employees in customer assignments in the performance of their duties. Similarly, Orizon shall not be liable for the specific success of its employees' activi-ties. The client shall indemnify Orizon against any clims for damages by third parties with regard to Orizon employees working on customer assignments.

12.5 Orizon's liability shall be excluded a the employee working on a customer assignment is entrusted with activities involving finan-cial matters, such as the safekeeping and management of money, securities and other valuables.

12.6 Unless a written claim for damages is submitted within three calendar months of the damage occurring and, in the event of rejec-tion by Orizon, legal action is taken within one calendar month, Orizon's liability is excluded.

13. Confidentiality and data protection

13.1 The contracting parties undertake to treat as confidential and to keep secret from third parties all business transactions and processes that become known to them during their cooperation, in particular contract contents and conditions, personal data, and matters and documents marked as confidential. Companies belonging to the respective group of companies are not considered third parties in this sense. This does not apply to any data and information that is public or generally known. 

13.2 The contracting parties also undertake to comply with the requirements of data protection laws and shall ensure that these are complied with. The respective employees are bound to data secrecy. The client assures that all data of Orizon employees will only be processed in accordance with data protection regulations and exclusively for the purpose of order processing. In accordance with Art. 25 GDPR, the technical and organisational measures for data protection shall be taken and ensured by the client. The contracting parties undertake to inform each other immediately of any complaints, damage or loss of personal data on which the processing is based. Within the scope of the cooperation, the data necessary for electronic data processing will be stored by Ori-zon. For the purpose of credit and creditworthiness checks, data will be exchanged with credit agencies within the framework of the statutory provisions. The client hereby expressly agrees to this.

13.3 The obligations set out shall continue to apply even after the termination of the cooperation between the parties. The client under-takes to delete the information and data that has become known to it immediately after the termination of the cooperation, provided that this does not conflict with the statutory retention obligations.

14. Reference

The client agrees that Orizon may use its company name and logo in electronic form as a reference customer. The client may revoke this consent by sending a simple email and request the immediate removal of the reference.

15. Place of performance / place of jurisdiction

The place of performance and place of jurisdiction is Augsburg.

16. Final provisions / miscellaneous

16.1 In the event of exceptional circumstances or force majeure, Orizon is entitled to postpone the order or to withdraw from the order in whole or in part without replacement. This includes all circumstances, such as fire, strikes, lockouts, acts of war, government in-tervention, natural disasters, sabotage, etc., which temporarily or permanently impede or render impossible the agreed service. This also applies in the event of a pandemic that has a significant economic or legal impact on Orizon's ability to fulfil the order, for example, official orders, quarantine, incapacity to work, etc. Upon the occurrence and notification of the aforementioned events, the contracting parties undertake to inform each other.

16.2 Orizon and the client shall endeavour to ensure the fulfilment of the order, taking into account all reasonable technical and economic means. Claims for damages against Orizon for the fulfilment of the contract are excluded to the extent permitted by law. If the exceptional circumstances or force majeure persist for more than 6 months, the client and Orizon shall have the right to terminate the contract in compliance with the contractually agreed notice periods.

16.3 The client shall notify Orizon of any complaints without delay. If the client does not report defects within five days of the occur-rence of the circumstance giving rise to the complaint, all resulting claims shall be excluded. The contracting parties may only off-set claims with undisputed or legally established claims or exercise a right of retention. Waiting or postponing the assertion of claims or not exercising rights does not constitute a waiver or affect the existence of rights or a waiver of the assertion of claims in future cases. All claims addressed to the client are subject to the applicable statutory VAT.

16.4 The Orizon Code of Conduct adopted by the Orizon Group, in its currently valid version, which can be permanently accessed and saved at www.orizon.de/de/code-of-conduct, is an integral part of all contractual agreements between the client and Orizon, and the client undertakes to comply with it.

16.5 The client assures that the bodies, employees, group companies and shareholdings in its possession, controlled by it or control-ling it are not subject to trade and economic sanctions or are or were the subject of claims, proceedings or investigations in rela-tion to sanctions. The client shall take appropriate measures to ensure that any sanctions imposed are complied with and that O-rizon does not violate trade and economic sanctions in the course of its activities. The client assures Orizon that no cash flows made to Orizon originate from business dealings or transactions with parties that are subject to sanctions or are based on actions that contravene sanctions

16.6 Should individual provisions of these General Terms and Conditions be or become invalid or unenforceable, or should these General Terms and Conditions contain a loophole, the validity of the remaining provisions shall remain unaffected. In this case, the contracting parties shall replace the invalid or unenforceable provision with one that corresponds as closely as possible to the economic purpose of the original provision.