General Terms and Conditions of Business

1. Public authority approval

Orizon GmbH (hereinafter referred to as "lender") was issued a licence to provide temporary workers on 09.01.2013 permanent by Agentur für Arbeit Nürnberg, in Nürnberg. The lender shall inform the borrower without delay of the revocation or any other termination of the licence in accordance with § 5 of the German Temporary Employment Act (Arbeitnehmerüberlassungsgesetz, "AÜG").

2. Scope

The following terms and conditions apply to every order between the borrower and the lender. Pursuant to §12 of the AÜG, each contract must be based on a written contract. Collateral agreements must be confirmed in writing in order to be valid. Insofar as they deviate from our Terms and Conditions, general terms and conditions of business used by the borrower shall be deemed to be objected to and excluded, unless otherwise expressly agreed in writing.

3. Duties of the lender / borrower

The lender is the employer of its workers pursuant to AÜG, together with all associated rights and obligations. The borrower is primarily responsible for issuing work instructions, for checking the execution of the work and for observing the accident prevention regulations. It may instruct the temporary worker placed at its disposal to perform only activities corresponding to their professional qualifications, and to operate only machinery and tools that are required to perform the activity. The assignment of a temporary worker to another workplace / working field shall be subject to the consent of the lender. Due to the instruction and control function of the borrower, the lender shall not be liable for damages that a worker should cause in the performance of his or her function. The lender shall likewise not be liable for a specific success of the activity of its workers. The borrower shall indemnify the lender in respect of third-party compensation claims brought with regard to the temporary worker. The borrower shall inform the lender without delay if a temporary worker fails to turn up for work. The lender warrants to the borrower that only workers who are in an employment relationship with the lender will be placed (no chain placement).

4. Order acceptance and withdrawal

In the event of extraordinary circumstances, the lender shall be entitled to reschedule the issued order or to withdraw from the order, in whole or in part, without compensation. This includes all circumstances that make the temporary hire temporarily or permanently difficult or impossible. If our workers are unable to turn up for work, we shall not be obliged to provide replacement workers. Compensation payments for this are excluded. No worker shall be temporarily hired in the event of a legal labour dispute.

5. Personnel placement

The borrower may conclude an employment contract with the temporary worker assigned to it, taking into account the period of notice under his or her employment contract. In such a case, this shall constitute a personnel placement, as the lender is also acting as a recruitment agency. If the hiring of the worker takes place within a period of 12 months after the commencement of the temporary hire, a placement commission shall be owed. This shall be based on the preceding temporary hire period. If the hiring of the worker takes place within the first month of the temporary hire, a placement commission amounting to 28%, plus statutory VAT, of the annual gross salary agreed between the lender and the worker, including special payments (for example, Christmas bonus, holiday pay) shall be payable. This commission shall be reduced by 2.33 percentage points for each further full month of the temporary hire. For example, with a hiring of a worker after 6 months, a placement commission of 14% shall be payable. The hiring of a worker after a temporary hire period of 12 months shall not incur any charge. 
This scaling shall also apply if the borrower hires the temporary worker within a period of 6 months after the termination of the temporary hire relationship, or the hiring takes place with another employer that forms with a the borrower a corporate group within the meaning of § 18 of the German Stock Corporation Act (Aktiengesetz), unless the borrower disproves the assumption that temporary employment was the cause for hiring the employee. The borrower shall owe the commission according to the above scaling, even if the temporary worker changes lenders, but continues to work in the operations / company of the borrower (indirect personnel placement) without an interruption of at least 3 months, unless the borrower disproves the assumption in that the continued employment is based on the deployment of the temporary worker arising from the contractual relationship with the lender. 
The commission shall be payable irrespective of whether the employment contract was concluded at the initiative of the borrower or the temporary worker. 
The borrower undertakes to provide the lender, in writing, with all information required to calculate he level of the commission. Insofar as this is not performed within one month of the hiring of the temporary worker, the lender shall be entitled to, in accordance with the preceding provisions, charge a placement commission based on comparable annual salary scale. The commission shall fall due immediately at the time of the signing of the contract of employment between the worker and the borrower (at the latest upon invoicing), and is to be paid without any deduction.

6. Billing

Billing is based on the number of hours actually worked; in doing so, at least the agreed operational working hours are to be billed. The working hours for each temporary worker placed at its disposal are to be documented by weekly activity records. Workers must use the instruments provided by the borrower (time sheet / electronic time recording), to the extent that such are available. The activity records must show the beginning and the end of the daily working hours, with breaks. The temporary worker is not entitled to receive payments from the borrower. Any payments to the temporary worker shall not have an effect of fulfilling a contract.

7. Prices and the basis for calculating overtime

Unless expressly otherwise agreed, the prices are without surcharges. It is agreed that any pay scale increase in the collective agreement on which the temporary hire is based and any increase in comparative wages within the framework of industry surcharges or equal pay rules under the law or pay scale provisions will lead to an equal percentage adjustment of the settlement rate. This also applies to changes in the classifications and the resulting wage adjustments, regardless of whether they take place through a pay scale provision, a statutory regulation, a change in the work task or field of application of the respective worker. The transfer price shall be adjusted in the same proportion if, because of a change to the legal conditions, in particular a change in the AÜG, the effective wage costs for the temporary workers increase. The same applies to new regulations in tax and/or social law that increase costs. The decisive time for this is the date of entry into force of the relevant laws, regulations or pay scale provisions. Holiday, sick days and public holidays shall not be calculated, although they shall be taken into account when calculating the basis for overtime. Unless otherwise agreed on an individual basis in a temporary hire agreement, the applicable value-added tax must be added to the confirmed customer pay scale.

8. Provision of materials

The agreed prices do not include the provision of tools and other Equipment.

9. Invoicing and payment deadline

Invoices shall be sent out weekly on the basis of the confirmed performance records. Payments shall be due immediately without deduction.

10. Public authority approval

The principal shall be responsible for obtaining any possible required public authority approval for additional working hours, Sunday work and public holiday work. In addition, the principal shall inform the lender without delay of any planned measures.

11. Complaints and defects

The borrower shall inform the lender of any complaint without delay. If the Contractor does not report defects within five days following the occurrence of the event that led to the complaint, all claims arising from this shall be barred. If the performance of a temporary worker fails to meet the expectations of the borrower, and if the borrower informs the lender of this within four hours following the commencement of the work, the lender shall endeavour to provide a replacement worker to the extent feasible. The first four hours shall then not be charged. The lender shall ensure that its workers are properly selected for the contractually agreed activity. Liability shall be limited to damage resulting from the intentional or grossly negligent breach of the above selection obligation. It shall not be liable for further claims.

12. Right of retention

The contracting parties may offset claims or exercise a right of retention only if they are undisputed or have been judicially ascertained. Waiting for or delaying the assertion of claims, or not exercising the rights of a contracting party shall not constitute a waiver declaration or influence the existence of the rights or constitute a waiver of the assertion of claims for future cases.

13. Periods of notice

For office, commercial, technical and nursing personnel: within the first five working days, the borrower and the lender may terminate the contract with a period of notice of two working days as of the end of a working day, thereafter with a period of notice of ten working days as of the Friday in a week. To be valid, the termination must be issued only to the lender and not to the temporary worker. In turn, the lender shall have the right to withdraw from the contract with immediate effect if the borrower is in arrears with the payment of the agreed remuneration in an amount of at least 10,000 euros. Any limitation of the temporary hire period shall not affect the early termination right of the lender / borrower.

14. Reference

The customer agrees that, after the successful completion of the services, Orizon may mention its company name and logo in electronic form as a reference customer. The customer may revoke its consent with an ordinary e-mail message, and request an immediate removal of the mention as a reference customer.

15. Area of jurisdiction and severability clause

a) The parties agree on Augsburg (domicile of the lender) as the area of jurisdiction. This shall also be applicable to lawsuits filed in conjunction with documents, cheques and bills of exchange.

b) If individual conditions or other contractual provisions are invalid, this shall not affect the validity of the remaining clauses.

c) Any amendment or supplement to contractual agreements, such as declarations to be delivered, must be in writing. This written form requirement may only be waived in writing.

Information regarding the German Services Information Obligations Ordinance ("Dienstleistungs-Informationspflichten-Verordnung") is available at https://www.orizon.de

General Terms and Conditions of the Orizon Corporate Group for Personnel Placement

Sec. 1 Scope

1. Services and offers of Orizon in connection with the placement of candidates for the immediate conclusion of a service, work or employment contract (hereinafter also referred to as a "contractual relationship pursuant to Sec. 1, para. 1") be-tween the candidate and the principal shall take place exclusively on the basis of these General Terms and Conditions ("GTCs"), even if the principal has communicated its own general terms and conditions. Orizon hereby expressly re-jects the principal's general terms and conditions.
2. In the event of any substantive contradiction, the provisions of a placement order or a framework agreement concluded between Orizon and the principal regarding the services covered by these GTCs shall prevail over the provisions of these GTCs.

Sec. 2 Performance of the contract

1. Orizon shall endeavour to recruit candidates for the principal for the establishment of a contractual relationship pursu-ant to Sec. 1, para. 1 between the candidate and the principal or a company affiliated with it under company law or cor-porate group law within the meaning of Sec. 15 et seq. of the German Stock Corporation Act (Aktiengesetz, "AktG"). In this case, such recruitment can take place, on the one hand, as a job placement in the context of which the description of the position to be filled and the requirements for the qualification of the skilled workers to be provided for this pur-pose are determined beforehand within the framework of a specific placement order. However, these GTCs also cover non-order-bound placements, meaning that Orizon proposes a candidate to the principal on its own initiative and of-fers that person to be hired, without having previously been given a placement order.
2. A contractual relationship pursuant to Sec. 1, para. 1 shall be deemed to have been brokered by Orizon if it enters into force between the principal or a company affiliated with it under company law or corporate group law within the mean-ing of Sec. 15 et seq. of the AktG, on the one hand, and a candidate, on the other, within twelve months after Orizon's provision of the initial information regarding such candidate. To the extent that the contractual relationship pursuant to Sec. 1, para. 1 is concluded between a candidate and a company affiliated with the principal under company law or corporate group law within the meaning of Sec. 15 et seq. of the AktG, such company and the principal shall retain the right to prove that Orizon was not responsible for the conclusion of such contractual relationship. If this is proven, the contractual relationship shall be deemed not to have been brokered by Orizon.
3. The principal shall

Sec. 3 Remuneration / prohibition on offsetting / right of retention

1. For its brokering and placement services, Orizon is entitled to a separate placement fee for each brokered candidate, depending on the success of the placement work, the amount of which shall be dependent on the annual gross remu-neration agreed between the principal and the candidate. Unless otherwise agreed (for example, a non-order-bound placement), a placement fee in the amount of 28%, plus statutory VAT, of the gross annual salary shall be deemed to have been agreed.
2. In addition to the gross pay (wages / salary) owed for the contractual service of the placed candidate for the period of one calendar year, the annual gross remuneration also includes any special and one-time payments, profit sharing and revenue sharing, commissions, bonuses, reimbursements of expenses and non-cash benefits and benefits in kind, in each case on a gross basis, to which the placed candidate is entitled. Insofar as earnings-related or target-related compensation components are agreed, the calculation of Orizon's placement fee must be based on optimal or full achievement of results or goals. If the annual gross remuneration increases within the first six months after the begin-ning of the skilled worker's employment at the principal, Orizon shall have the right to request a recalculation of the placement fee on the basis of the increased annual gross remuneration.
3. If, immediately after a previous temporary placement of a worker by Orizon at the principal, the candidate is hired in an employment relationship with it or with a company affiliated with it under company law or corporate group law within the meaning of Sec. 15 et seq. of the AktG,  the placement fee shall be reduced by 2.33%, starting at 28% points, for each full month that Orizon provided the worker immediately prior to the hiring by the principal, unless the borrower disproves the assumption that temporary employment was the cause for hiring the employee.
4. The borrower shall owe the commission according to the above scaling also if the temporary worker changes borrow-ers, but continues to work in the site/company of the borrower (indirect personnel placement) without an interruption of at least 3 months, unless the borrower disproves the assumption in that the continued employment is based on the de-ployment of the temporary worker arising from the contractual relationship with the lender. 
5. The placement fee shall be due for payment – unless agreed otherwise – upon receipt of the respective invoice and shall be paid without any deductions. If the principal does not pay the respective invoice in full, it will automatically be in default of payment after seven days from receipt of the invoice without any reminder from Orizon being necessary.
6. The principal may offset claims against Orizon only if they are undisputed or have been established by way of a final judicial order or decree. Likewise, the principal is entitled to right of retention only in cases of sentence 1.

Sec. 4 Forwarding of profiles to third parties

The regulations regarding fees as set out in Sec. 3 shall also apply if the principal forwards the information provided to it by Orizon regarding a candidate and/or personnel documents of a candidate to a third party, and a contractual rela-tionship pursuant to Sec. 1, para. 1 is subsequently established between the third party and the skilled worker. In such a case, the fee shall be owed by the principal. This shall not affect any claims of Orizon against third parties; however, any payments made by the third party shall be offset against the principal's obligation to pay the fee pursuant to sen-tences 1 and 2.

Sec. 5 Special payments

Orizon may request from the principal the reimbursement of the actual expenses for conducting foreign language tests, obtaining expert opinions regarding handwriting, personality profile analyses and social competence tests conducted by external service providers and/or special advertisement placements, which may have been previously ordered sepa-rately by the principal. The reimbursement of expenses shall take place in the amount of the actual expenditure and up-on presentation of appropriate supporting documents.

Sec. 6 Flat-rate placement fee / compensation for damages

1. The principal is obligated to provide the contractor with the complete information (in writing) necessary for the calcula-tion of the commission in accordance with Sec. 2, points. a) and/or b). Should the principal fail to do so within 10 work-ing days, the contractor shall be entitled, in accordance with the provisions in Sec. 3, para. 2, to charge a placement commission on the basis of a comparable collectively agreed annual fee. 
2. If the principal fails to fulfil an obligation pursuant to Sec. 2 (3) c) and/or d), or does not fulfil it in a timely manner, it must reimburse Orizon for the costs and wasted expenditures incurred in reliance on the continued existence of the placement opportunities.

Sec. 7 Documents of the principal / documents from Orizon

1. Orizon shall retain the documents made available to it by the principal for the purpose of fulfilling a placement contract and, upon the termination of the placement, shall return to the principal the documents that are still in Orizon's posses-sion at such time. Orizon shall not be liable for the loss or damage of any documents made available to it by the princi-pal. 
2. All documents provided by Orizon to the principal containing information regarding proposed candidates shall remain the property of Orizon or the candidate. The principal shall treat such documents as well as the facts and information contained therein with strict confidentiality, and may not forward them to third parties. The principal shall return to Ori-zon all documents that Orizon has made available to it upon request, but no later than three months after the handing over of such documents by Orizon; this applies accordingly to any copies or other duplicates made by the principal. The principal shall also delete electronic archives of such documents when returning the documents to Orizon.

Sec. 8 Suitability and qualifications of candidates

Orizon shall check the information provided by a candidate only in terms of conformity with the job and candidate pro-file or other requirements of the principal. Orizon is under no obligation to verify the truthfulness of the information provided by a candidate or the authenticity of the documents submitted by the candidate. Orizon shall not undertake a work trial or any other suitability test. The principal shall be responsible for checking the candidate’s suitability and qualifications prior to the conclusion of a contractual relationship with them.

Sec. 9 Limitation of liability

1. Orizon shall be liable for any breach of duty under a contract or by law only if Orizon, a legal representative of Ori-zon or a vicarious agent of Orizon has committed the breach of duty intentionally or in a grossly negligence manner; li-ability independent of fault is excluded. In the event of a breach of an essential contractual obligation or any injury to life, limb or health, Orizon shall also be liable for other form of negligence. The term “essential contractual obligations” refers to those obligations the fulfilment of which is absolutely necessary to properly perform the respective contract, the breach of which jeopardises the achievement of the purpose of the contract and the compliance with which the contracting party therefore regularly relies.
2. Orizon's liability is limited to foreseeable damages typical for this type of contract; this limitation does not apply if the legal representatives or executives of Orizon have caused the damages intentionally or due to gross negligence, or if the damages arose as a consequence of a breach of essential contractual obligations or an injury to life, body or health. Para. 1, sentence 3 applies accordingly.

Sec. 10 Reference

The principal agrees that, after the successful completion of the services, Orizon may mention its company name and logo in electronic form as a reference customer. The principal may revoke its consent via an ordinary e-mail message, and request an immediate removal of the mention as a reference customer.

Sec. 11 Place of performance / jurisdiction

1. The place of performance for any performance obligations of the principal is the registered office of Orizon under commercial law. 
2. If the principal is a merchant (Kaufmann) according to Sec. 38 (1) of the German Code of Civil Procedure (Zi-vilprozessordnung “ZPO”), the exclusive place of jurisdiction for all disputes arising from, of or in connection with the existing business relationship with the principal, including any claims related to bills of exchange or cheques, is at the district or regional court that is competent for the registered office of Orizon under commercial law. Orizon is entitled to bring suit against the principal at its general place of jurisdiction.

Sec. 12 Final provisions

1. The legal relationship between the principal and Orizon is subject exclusively to the laws of the Federal Republic of Germany, to the exclusion of any references to international legal provisions. 
2. Any ancillary agreement as well as any amendment or supplement of the contracts concluded on the basis of these GTCs, as well as these GTCs themselves, shall only be valid if they have been made in writing. The waiver of the written form requirement in sentence 1 shall also require written form. 
3. If an individual provision of these GTCs is or becomes ineffective or impracticable, or if these GTCs contain a gap in their provisions, this shall not affect the validity of the remaining provisions. In such a case, in place of the ineffective or impracticable provision, the contracting parties shall agree on such a provision that corresponds as far as possible to the economic purpose of the original provision. A gap in provisions must be filled in by a supplementing provision of the parties that corresponds as far as possible to the economic purpose of the GTCs and the framework agreement.
4. The provisions of para. 3 shall apply mutatis mutandis to an ineffective provision or a gap in the provisions of a con-tract concluded on the basis of these GTCs.

These GTCs apply to all Orizon group companies.