GENERAL BUSINESS TERMS & CONDITIONS

for Personnel Leasing

  1. The General Business Terms and Conditions below, henceforth referred to as GBTCs, shall govern all the business relations between the Customer and the Teamforce Human Resources GmbH, henceforth referred to as TF. They shall be an integrating part of the personnel leasing contract under the Arbeitskräfteüberlassungsgesetz (AÜG) [Personnel Leasing Act]. These GBTCs shall govern written agreements with the Customer. Oral arrangements and information shall enter into effect only after having been laid down in writing.
  2. The provision of personnel by TF, and the employment of leased personnel (“employees” and similar designations shall refer to both women and men) by the Customer shall be governed by the current legal stipulations, especially the Arbeitskräfteüberlassungsgesetz (AÜG) [Personnel Leasing Act], as amended..
  3. The special conditions of the employment of an individual, like qualification, hourly or monthly wages, begin and duration of the assignment, etc., shall be laid down in writing in advance. These special conditions shall apply fort the whole duration of the employment as agreed. Offers shall be valid for 30 days. TF reserves the right to substitute one employee for another with equivalent qualification, and/or employ a different person from the originally envisaged one.
  4. Any travel expenses incurred by the candidate(s) upon the request of the Customer, as well as any advertising expenses shall be billed as additional costs. The current rates, as published in BGBL Nr.483/1993 (Ausland) [Legal Gazette, No. 483/1993 (abroad)] and/or the collective agreement for general business employees (domestic), and/or mileage compensation, shall apply, including expenses for staying overnight, as well as any other travel expenses and incidentals, as proven by the respective bills.
  5. The employee provided to the Customer has entered into a service contract with TF, which governs his/her rights and obligations towards TF and the Customer. The employee does not have a contractual relationship with the Customer. Therefore, the employee is obliged to submit any questions concerning the contractual relationship between employer and employee directly to TF. Should the Customer, due to special circumstances, be forced to modify place, working hours, or the kind of work agreed upon, he shall be obliged to inform TF in writing immediately, so that TF can issue new instructions to its employee.
  6. According to the obligations entered into with TF, the TF-employee must precisely adhere to the instructions given by the Customer, as far as the performance of the work entrusted to him/her is concerned. He/she must perform his/her work carefully, accurately, and according to the regulations governing his/her trade. Moreover, the employee is obliged to adhere to the internal rules and regulations of the customer’s business. In his/her contract, the employee is obliged to maintain secrecy about any information that he/she has received in line of his/her work for the Customer.
  7. The Customer shall be obliged to provide the equipment, material and machinery required for the performance of the work, and to make sure that these are handled correctly by the employee. Moreover, the Customer shall be obliged to take any required measure for the protection of life, limb and the heath of the leased employee, and, in particular, to adhere to the specific legal requirements governing his/her work. Both the ArbeitnehmerInnen-Schutzgesetz [Law governing safety at the workplace], and the Dienstnehmerhaftpflichtgesetz [Employee liability law], as amended, shall apply. The Customer also must make sure that the employee knows the general and specific safety regulations that apply to his/her trade.
  8. Documents referring to the employee (e.g. profiles of candidates), which have been handed over to the Customer by TF, shall remain the property of TF, even if these documents are already known by the Customer. They shall be kept confidential, shall be returned to TF if not needed, and must neither be copied or disclosed to third parties. Whenever an employee provided by TF (or a person that has been nominated for such a position) is employed within 12 months (from his/her nomination or the beginning of his/her work) directly or as a free-lancer by the Customer or a business controlled by the Customer, TF shall be entitled to an honorarium equivalent to a gross monthly salary. For any differing stipulations, please refer to the offer.
  9. Employees have been selected with utmost care, and have been tested individually. Irrespective of that, the Customer himself is advised to ascertain that the employee is able to perform the envisaged task, and to inform the TF management (and nobody else) immediately in writing, should problems occur in this respect.
  10. The employee provided may be returned on a daily basis during the first month of the contract; thereafter TF shall be notified in writing 4 (four) weeks in advance, if the employment is to be cancelled. The day of returning the employee closes the contractual relationship between TF and the Customer, with no further obligation on the side of TF. The same procedure applies if the employee terminates his/her employment during his/her duty period with the Customer.
  11. TF, however, can only be held responsible for the general aptitude of its employees for the envisaged work, so that they are able to perform as required. TF does not accept any further liability. Problems shall be reported on the day they occur, or on the following day at the latest, include details about the complaint, and be addressed in writing directly to the TF management (and nobody else). Delayed complaints shall not be accepted. Whenever complaints have been launched in time, TF shall be liable for subsequent improvement only. Further claims, especially with respect to damages, shall be excluded. As a matter of principle, TF shall not accept any liability for the employee, if he/she handles cash, securities, or sensitive and precious items, or if he/she damages items entrusted to him by the customer, like machines or vehicles. With respect to third parties, the employee works under the exclusive responsibility of the Customer. It is up to the Customer to take out any required insurance policies to protect himself against the risks outlined above.
  12. When occupied in the business of a customer, TF-personnel shall work for at least the standard working hours agreed upon. The customer shall ensure that the leased employee observes the stipulations of the Arbeitszeitgesetz (AZG) [Law on working hours], as amended, and shall be held liable in case of a breach of the above stipulations. Should the Customer require overtime, or work at night, on Sundays, or on public holidays; this must be contracted with TF in advance. Any working hours beyond the weekly allotment contracted, shall count as overtime.
  13. The employee carries health insurance via the pertinent Gebietskrankenkasse. Work accidents shall immediately be reported to TF in writing, using the Unfallanzeige [accident report] form.
  14. At the end of every work week, or, upon request, on a daily basis, the employee shall submit a work log to the customer, listing the hours worked. This document shall be checked, stamped and signed by the Customer. Only the working hours actually performed, duty travel ordered, and expenses agreed upon in advance, as listed and verified with a signature in the work log, shall be billed. According to the conditions laid down in the orders received, the work log, signed by the Customer, shall be the basis for billing. Whenever duty travel is performed with a private car, mileage shall be charged according to the current official rate. Duty trips shall be billed according to the current day/night rates set forth in the collective agreement.
  15. Billing by TF shall be performed on a weekly basis. The amounts billed essentially include wages. In no case are employees provided by TF entitled to collect money.
  16. Invoices submitted by TF shall be payable upon receipt. Any payments shall be made at the risk of the Customer, and shall be effectuated in such a way that the billed amount shall be received at the account indicated by TF within 8 (eight) days of receiving the invoice. Any banking fees shall be borne exclusively by the Customer. In case of a delayed payment, immediately payable interest on arrears shall be charged to the tune of 10 per cent p.a. for the whole period of delay, as well as a reminder fee of € 4.– per reminder. Current or future orders of the Customer in arrears may be postponed until open invoices have been paid. In case of late payment, the Customer shall oblige himself to pay to TF the expenses for reminders, and all other cost incurred to collect the outstanding sum, including cash layouts irrespective of their title. Moreover, the Customer shall, in addition to any costs mandated by a law court, pay all the expenses incurred prior to legal action, of a lawyer, a collection agency, particularly the expenses incurred by the Kreditschutzverband von 1870 [Out-of-Court Collection Agency], according to the statutory regulation of the Bundesministerium für Wirtschaft und Arbeit [Federal Ministry of Economics and Labour ] on the fees of collecting agencies, Federal Gazette No. 141/1996. Payments received shall first be counted against interest and expenses, and finally against the amounts billed. Complaints against bills shall be in writing, and will be accepted only within 8 days of the date of the respective bill. Whenever a foreign enterprise invokes the Reverse Charge clause, it must oblige itself to list this turnover within the scope of his turnover tax forecast, and submit it to his Internal Revenue Service. Whenever individual clauses of said GBTCs do not apply, this shall not diminish the efficiency and mandatory nature of any other clauses. Clauses that do not apply, shall be substituted with effective clauses that best meet the purpose of the inapplicable clause. Contract partners are obliged to transfer said stipulations to any legal successors. Austrian law shall apply. Place of performance shall be Vienna. For any litigation resulting from contracts, the pertinent law court in Vienna shall be appealed to.

GENERAL BUSINESS TERMS & CONDITIONS

for Personnel Development and Human Resources Consulting

  1. The General Business Terms and Conditions below, henceforth referred to as GBTCs, shall govern all the business relations between the Customer and the Teamforce Human Resources GmbH, henceforth referred to as TF. These GBTCs shall primarily govern written agreements with the Customer. Oral arrangements and information shall enter into effect only after having been laid down in writing.
  2. The services to be provided by TF shall be defined in a written offer for a concrete task. The Customer shall be entitled be provided with all the services defined in the written offer.
  3. These services basically include training activities (e.g. seminars, workshops, coachings, etc.), as well as all services rendered in the framework of human resources consulting (e.g. wages and compensations, analysis of potential, consultation in communications and other matters, and similar affairs). Begin and duration of the assignment, etc., shall be laid down in writing in advance. These special conditions shall apply fort the whole duration of the employment as agreed. Offers shall be valid for 30 days. TF reserves the right to have these services performed by suitable employees, or by commercial/free lance co-operation partners. Employees, participants, and similar designations, henceforth shall refer to both women and men.
  4. The expenses and/or the honorarium for services rendered depend on the kind and volume of the order, whereby the final cost and/or honorarium shall be laid down in the offer in writing Offers shall be binding for 30 days after the date of signature.
  5. Any travel expenses incurred by the TF advisors shall be billed as additional costs. The current rates, as published in BGBL Nr.483/1993 (Ausland) [Legal Gazette, No. 483/1993 (abroad)] and/or the collective agreement for general business employees (domestic), and/or mileage compensation, shall apply, including expenses for staying overnight, as well as any other travel expenses and incidentals, as proven by the respective bills.
  6. The Customer shall make sure that the organisational framework supports the performance of the tasks contracted, and permits swift and undisturbed work. The Customer shall make sure that TF receives the documents required for the performance of its task in a timely fashion, even without special request, and that TF is informed of a any procedures and circumstances relevant for the performance of the task. This also applies to any documents, procedures and conditions that evolve during the activity of the consultant. The trustful relationship between the Customer and TF requires that the consultant be comprehensively informed about previous and/or current meetings, even if these cover a different technical field.
  7. The Customer shall be obliged to make sure that documents and similar pieces of information generated in connection with the services provided by TF, its associates and co-operating partners, are only used for the purpose of the task they have been prepared for. Whenever task-related information of any kind provided by TF is to be disclosed to third parties, be it against payment or free of charge, written consent of TF is required. The protection of intellectual property and of services provided covers any written documents that have been generated, transferred or provided in connection with the offer, the proposal, and the actual performance of the task. The contents of any training materials and other documentation, including copies of flip-chart diagrams and notes taken, shall remain the intellectual property of TF. The Customer is afforded unlimited authority to use this information for the envisaged purposes within his company. The Customer shall not be authorised to use task-related information provided by TF for advertising purposes. Any infringement of the above stipulations shall constitute a breach of contract and entitle TF to immediately cancel any services not yet rendered, while maintaining the full entitlement for the honorarium. TF shall maintain the copyright of the services rendered. In view of the fact that the copyright of the services rendered remains with TF, these services, even after they have been paid for, may only be used for the internal purposes of the Customer and within the designated scope as stipulated in the contract. Any transfer thereof, even if the company is dissolved or goes bankrupt, and be it only for the purposes of reproduction and for a short time, shall entitle TF to claim compensation. In such a case, full compensation of at least twice the agreed honorarium shall be payable to TF.
  8. For damages, TF shall be liable within the legal stipulations only in case of proven wilful damage or gross negligence, and limited to the value of the contract. TF shall, in particular, neither be liable for the personal belongings of trainees or other involved Customer personnel, nor the learning material provided, or the use and application of the knowledge and skills gained in the course of the provision of services. TF shall also not be held liable for illnesses or injuries of trainees or other involved Customer personnel, if they are at fault by not heeding safety warningsby TF, its associates or co-operation partners. Damages may only be claimed within six months after the claimant has become aware of a problem. Legal proceedings arising from such claims must be initiated within three years of the event. If the activity is conducted with the help of a third party, e. g. a data processing firm, a chartered accountant, or a lawyer, and the Customer is notified thereof, then, according to the law, any warranty and liability claims with respect to third parties shall be considered to have been ceded to the Customer.
  9. The Customer shall be obliged to notify the TF management (and nobody else) of any shortcomings without delay in writing, and to admit the redressing thereof. TF is entitled and obliged to redress any mistakes and shortcomings of the service, that may have evolved after performance of the service. The Customer shall be entitled to such redress within six months of the performance of the service in which a shortcoming has been found. Warranty claims may not be converted into damages due to non-fulfilment of the contract. In the course of the redressing, the Customer is obliged to co-operate in the same way as is the case in the performance of the contract proper. Whenever the Customer fails to monitor the progress of the project, or does not report any shortcomings without delay, and this leads to much additional work, or if the redress is caused by more detailed Customer requirements than originally agreed to meet the intended purpose, TF shall be entitled to bill the additional costs.
  10. TF, its personnel, and the hired co-operation partners herewith oblige themselves to maintain secrecy in all matters that have become known to them in connection with their activities for the Customer, also after the services have been rendered. This does not include cases in which disclosure is mandated by law. TF shall be entitled to process, or have processed by third parties, person-related data it has been entrusted with for the purposes of performing the services contracted. Under the stipulations of the Data Protection Act, TF is bound to protect these data.
  11. As a compensation for its services rendered, TF shall be entitled to receive an adequate honorarium from the Customer. Unless otherwise agreed in writing, the honorarium shall be determined by the Honorarrichtlinien für Unternehmensberater [Honorarium guidelines for business consultants] in force at the time of billing. Whenever the rendering of the service is inhibited by the Customer (e.g. because of cancellation, the lack of expected subsidies, etc.), TF still shall receive the full honorarium as agreed. Whenever the services cannot be rendered due to circumstances that are an important reason on the side of TF, TF shall only be entitled to that part of the honorarium that is equivalent to the services already rendered. TF may make the completion of its services dependent on the full payment of the honorarium. Any complaints about the work of TF, except in cases of obvious shortcomings, shall not entitle the Customer to hold back the honorarium TF is entitled to receive.
  12. Invoices submitted by TF shall be payable upon receipt. Any payments shall be made at the risk of the Customer, and shall be effectuated in such a way that the billed amount shall be received at the account indicated by TF within 8 (eight) days of receiving the invoice. Any banking fees shall be borne exclusively by the Customer. In case of a delayed payment, immediately payable interest on arrears shall be charged to the tune of 10 per cent p.a. for the whole period of delay, as well as a reminder fee of € 4.– per reminder. Current or future orders of the Customer in arrears may be postponed until open invoices have been paid. In case of late payment, the Customer shall oblige himself to pay to TF the expenses for reminders, and all other cost incurred to collect the outstanding sum, including cash layouts irrespective of their title. Moreover, the Customer shall, in addition to any costs mandated by a law court, pay all the expenses incurred prior to legal action, of a lawyer, a collection agency, particularly the expenses incurred by the Kreditschutzverband von 1870 [Out-of-Court Collection Agency], according to the statutory regulation of the Bundesministerium für Wirtschaft und Arbeit [Federal Ministry of Economics and Labour] on the fees of collecting agencies, Federal Gazette No. 141/1996. Payments received shall first be counted against interest and expenses, and finally against the amounts billed. Complaints against bills shall be in writing, and will be accepted only within 8 days of the date of the respective bill. Whenever a foreign enterprise invokes the Reverse Charge Clause, it must oblige itself to list this turnover within the scope of his turnover tax forecast, and submit it to his Internal Revenue Service. Whenever individual clauses of said GBTCs do not apply, this shall not diminish the efficiency and mandatory nature of any other clauses. Clauses that do not apply, shall be substituted with effective clauses that best meet the purpose of the inapplicable clause. Contract partners are obliged to transfer said stipulations to any legal successors. Austrian law shall apply. Place of performance shall be Vienna. For any litigation resulting from contracts, the pertinent law court in Vienna shall be appealed to.

GENERAL BUSINESS TERMS & CONDITIONS

for Personnel Development and Human Resources Consulting

  1. The General Business Terms and Conditions below, henceforth referred to as GBTCs, shall govern all the business relations between the Customer and the Teamforce Human Resources GmbH, henceforth referred to as TF. These GBTCs shall primarily govern written agreements with the Customer. Oral arrangements and information shall enter into effect only after having been laid down in writing.
  2. The services to be provided by TF shall be defined in a written offer for a concrete task. The Customer shall be entitled to receive all the services defined in the written offer.
  3. The expenses and/or the honorarium for personnel search and selection depend on the kind and volume of the order, whereby the final cost and/or honorarium shall be laid down in the offer in writing. Offers shall be binding for 30 days after the date of signature.
  4. Any travel expenses incurred by the applicants and the TF personnel advisors, as well as any expenses for advertisements shall be billed as additional costs. The current rates, as published in BGBL Nr.483/1993 (Ausland) [Legal Gazette, No. 483/1993 (abroad)] and/or the collective agreement for general business employees (domestic), and/or mileage compensation, shall apply, including expenses for staying overnight, as well as any other travel expenses and incidentals, as proven by the respective bills.
  5. TF undertakes to fill a vacancy again for three months after the beginning of the contract. Whenever a vacancy occurs during that time, TF will try to refill that position free of charge. This service, however, rests on the condition that the original honorarium has been paid in full as agreed. Any expenses for advertisements, as well as travel expenses incurred under para 4 above, will be billed separately. The service to fill a vacancy again is limited to one contract and one position, and includes the presentation of up to three candidates who meet the original requirements. For any deviations, please see the offer. The service of refilling of a position free of charge shall not apply if the vacancy is due to the fact that the ArbeitnehmerInnenschutzgesetz (AschG) [Law on Workplace Safety] and/or the Arbeitsvertragsrechts-Anpassungsgesetz (AVRAG) [Law on adjusting the stipulations of work contracts] have been violated, if the job has been deleted, a reorganisation has occurred, the company has been taken over or amalgamated, the task has been changed, or for internal reasons, and because of illness/death of the candidate.
  6. Documents about applicants that have been submitted to the Customer by TF shall remain the property of TF. They shall be treated confidentially, must be returned to TF when not needed, and must neither be disclosed to third parties or copied. Whenever a submitted applicant is already known to the Customer, TF shall be notified thereof immediately and in writing. Failure to do so will result in TF upholding its claim for a honorarium. Whenever an applicant who has been presented by TF is directly employed by the Customer or by a company under the influence of the Customer, or as a free-lancer within 12 months, TF shall be entitled to receive the honorarium as agreed in the contract for personnel search.
  7. The search and selection of personnel by TF shall in no way be a substitute for the thorough testing of the candidate by the Customer. Whenever a Customer hires a candidate suggested by TF, the Customer shall be fully responsible for his selection. TF rejects any responsibility, both with respect to statements made by the candidate, and also with respect to the performance of the work assignments he/she is entrusted with in his/her new position.
  8. TF herewith obliges itself to maintain secrecy of all data that have been provided by the Customer, and to impose such secrecy obligations on its personnel.
  9. Whenever the performance of the task to search for personnel is prevented by the Customer (e.g. because of cancellation), TF shall be entitled to that part of the honorarium that is equivalent to the services already rendered. TF may make the completion of its services dependent on the full payment of the honorarium.
  10. TF will place advertisements for personnel search in the media agreed with the Customer for the respective task. The current advertisement rates of the respective medium shall apply. TF is entitled to reject orders without giving any explanation. TF reserves the right to reject orders, at any time and without giving any justification. TF reserves the right to cancel orders at any time and without any justification, especially if the Customer is in arrears, or in case of legal problems, even if a framework contract has been concluded, or if the contract envisages the repeated publication of advertisements. TF reserves the right to accept orders only after a downpayment has been made. Whenever a periodic service under a contract cannot be rendered for reasons outside the responsibility of TF (e.g. bankruptcy, liquidation, etc. of the medium), the Customer shall not be entitled to receive a pro rata payback of any lump sums already paid for the whole duration of the contract. In such a case, the Customer must directly claim a refund from those persons or companies that have made it impossible to render a service.
  11. Whenever the Customer wishes to place advertisements using his own print layout, he shall provide this in time and in the required form for the respective medium. TF shall not be held responsible for the correctness and layout of material to be printed, be it submitted in writing or electronically. TF shall not be held responsible for the print quality, particularly if there are slight discolorations compared to the original. TF is not obliged to store documents for printing. Galleys shall only be submitted to the Customer upon his explicit request. If the galleys are not returned in time, this is taken as a go-ahead for printing. Any additional costs arising from far-reaching changes of the originally agreed advertisement, or of the printing material provided in writing or electronically, will be billed to the Customer.
  12. TF shall not be held responsible for the correct content of the advertisement to be published. It is up to the Customer to make sure that the advertisement, including any possible graphics, does not violate any legal stipulations or the rights of third parties. Should TF, as a result of such a violation by the Customer, be sued, the Customer shall be obliged to indemnify TF. This is particularly the case for damages that TF may sustain as a result of infringements of competition rules, copyright, or the violation of the rights of individuals, including any consequential damages like the cost of advertisements to clarify the matter as mandated by a law court, administrative or legal fines, compensations under the media law, damages claimed as a result of the publishing of sentences of a law court, or, publications under the media law, including any legal and lawyer’s fees.
  13. Orders may be withdrawn or changed only with the consent of the respective medium. Any additional costs resulting therefrom will be billed to the Customer. Cancellations and/or changes must be verified by the Customer in writing and without delay.
  14. Whenever orders for advertisements or changes thereof are transmitted by telephone, TF shall not be held liable for any possible hearing mistakes. TF shall not be held liable for damages to the Customer resulting from the fact that an advertisement is not published at a specific day, and for printing or typographical errors. The Customer shall agree with the orthography and the linguistic usage of the respective medium. TF shall be entitled to edit advertisements, provided this does not change the meaning of the advertisement. Any wishes concerning the location of an advertisement within a page shall only be binding if a surcharge is paid to this effect. For advertisements in text form, wishes concerning the location within a column cannot be accepted. Competing advertisements on the same or on the opposite page will be avoided, if possible, but this is not guaranteed. Any claims concerning shortcomings shall be made in writing and within 8 (eight) days of the publication of the advertisement; otherwise no guarantees can be given. The Customer is not entitled to the publication of a replacement advertisement. In general, TF shall only be liable for intentional mistakes or gross negligence on its side, and up to the cost of the order in question.
  15. Invoices made out by TF shall be payable upon receipt. Any payments shall be made at the risk of the Customer, and shall be effectuated in such a way that the billed amount shall be received at the account indicated by TF within 8 (eight) days of receiving the invoice. Any banking fees shall be borne exclusively by the Customer. In case of a delayed payment, immediately payable interest on arrears shall be charged to the tune of 10 per cent p.a. for the whole period of delay, as well as a reminder fee of € 4.– per reminder. Current or future orders of the Customer in arrears may be postponed until open invoices have been paid. In case of late payment, the Customer shall oblige himself to pay to TF the expenses for reminders, and all other cost incurred to collect the outstanding sum, including cash layouts irrespective of their title. Moreover, the Customer shall, in addition to any costs mandated by a law court, pay all the expenses incurred prior to legal action, of a lawyer, a collection agency, particularly the expenses incurred by the Kreditschutzverband von 1870 [Out-of-Court Collection Agency], according to the statutory regulation of the Bundesministerium für Wirtschaft und Arbeit [Federal Ministry of Economics and Labour] on the fees of collecting agencies, Federal Gazette No. 141/1996. Payments received shall first be counted against interest and expenses, and finally against the amounts billed. Complaints against bills shall be in writing, and will be accepted only within 8 (eight) days of the date of the respective bill. Whenever a foreign enterprise invokes the Reverse Charge Clause, it must oblige itself to list this turnover within the scope of his turnover tax forecast, and submit it to his Internal Revenue Service. Whenever individual clauses of said GBTCs do not apply, this shall not diminish the efficiency and mandatory nature of any other clauses. Clauses that do not apply, shall be substituted with effective clauses that best meet the purpose of the inapplicable clause. Contract partners are obliged to transfer said stipulations to any legal successors. Austrian law shall apply. Place of performance shall be Vienna. For any litigation resulting from contracts, the pertinent law court in Vienna shall be appealed to.

BA-CA, BLZ 12000 DVR 1059939, Konto 0141-50007/00 FN 194784y
Gerichtsstand: Handelsgericht Wien, Ust-IdNummer ATU49738002