General Terms and Conditions
1. Scope of application
These general terms and conditions (“GTC”) apply to the cooperation between Flex Suisse GmbH, Frankfurt am Main, Germany (“Flex Suisse”) and the customer (“Customer”). Special conditions that have been expressly agreed in writing or by e-mail between Flex Suisse and the customer take precedence over these GTC. Otherwise, the validity of deviating or supplementary terms and conditions of the customer is expressly excluded, even if Flex Suisse does not object to them separately. These GTC also apply to all future business between the parties, even if no further reference is made to them.
2. Hourly billing rate for the use of project lawyers
In the event of an agreement on the provision of employees between the client and Flex Suisse, the applicable hourly billing rate (plus VAT) is to be paid by the client to Flex Suisse, based on the time actually spent on a project by the project lawyers.
The detailed terms and conditions shall be agreed in each case in a separate employee leasing contract to be signed by the client and Flex Suisse.
3. Placement fee in case of taking over a presented candidate
(1) If a candidate (i) concludes an employment, service, work or similar contract with the Client or a company affiliated with the Client pursuant to Section 15 of the German Stock Corporation Act (AktG) within six months of being presented by Flex Suisse or (ii) during the ongoing assignment to the Client or an ongoing assignment with the Client or (iii) within six months of the end of this assignment or assignment, the candidate shall be deemed to have been placed by Flex Suisse, unless the Client proves that the performance of Flex Suisse was not causal for the establishment of the contractual relationship with the candidate.
(2) A mediation also exists if the client recommends a candidate presented to him by Flex Suisse to a third party or passes on his profile and subsequently an employment, service, work or similar contractual relationship is established between the third party and the candidate. This does not apply if the forwarding of the profile or the recommendation was not causal for the subsequent conclusion of the contract. Any claims of Flex Suisse against the third party shall remain unaffected by this; any payments made by the third party shall be offset against the claim to the brokerage fee of Flex Suisse.
(3) In the case of mediation in accordance with Paragraph 1 or 2, Flex Suisse is entitled to a mediation fee from the client, the amount of which depends on the annual gross remuneration agreed with the candidate and – unless otherwise agreed – amounts to
- 24% of this annual gross remuneration in the case of a takeover before the end of a period of up to six months,
- 20% if taken over before the end of a period of more than six months and up to nine months,
- 16% in the case of a takeover before the end of a period of more than nine and up to twelve
uninterrupted employment with the customer. In the event of a takeover after more than twelve months of uninterrupted employment, the customer shall not be charged any agency fee. This shall expressly also apply in the event of a placement within the meaning of Paragraph 2, in which the candidate concludes a contract with a third party as a result of being passed on by the customer. In this case, too, the agency commission shall only be reduced if a (chargeable) assignment has previously taken place at the customer’s premises.
(4) If the cooperation with the candidate is not based on an employment contract and does not cover a whole year, the gross remuneration owed to the candidate in the first 12 months of the cooperation is taken as the gross annual remuneration.
(5) The Client shall inform Flex Suisse without delay, at the latest within three working days, of the conclusion of an employment, service, work or similar contract with a candidate presented by Flex Suisse and the gross annual remuneration agreed in this context in accordance with Paragraph 4 and, upon request, send a copy of the respective contract including all supplementary agreements to Flex Suisse within a period of 10 working days or allow Flex Suisse to inspect these documents. If, in the case of conclusion of the contract by a third party, the third party does not provide information about the volume of the cooperation with the candidate, Flex Suisse is entitled to estimate the volume in order to determine the fee owed. The client is allowed to prove that the actual commissioning volume by the third party falls short of the estimate.
(6) The commission fee is due for payment at the time of the establishment of the contractual relationship between the candidate and the client or the company affiliated with the client in accordance with § 15 of the German Stock Corporation Act (AktG) or the third party.
Candidate files provided to the client by Flex Suisse remain the property of Flex Suisse, with the exception of the profile of the candidate used by the client. All candidate files are to be treated confidentially. If the candidate is not deployed, the profile must be returned to Flex Suisse or deleted by the client. If the client intends to obtain an internal or external reference of a candidate, this requires the prior consent of the candidate and Flex Suisse.
5. Severability Clause
If individual provisions of these standard contractual conditions or of any other contract between the parties in which reference was made to these standard contractual conditions should be or become invalid, or should contain a regulatory gap, this shall not affect the validity of the remaining provisions of the respective contract. In place of the invalid provision, the contracting parties shall agree on the valid provision which most closely corresponds to the meaning and purpose of the invalid provision. In the event of gaps, the contracting parties shall agree on the provision that corresponds to what would have been reasonably agreed upon according to the sense and purpose of the respective contractual relationship if the matter had been considered from the outset.
6. Place of Jurisdiction and Applicable Law
The exclusive place of jurisdiction is Frankfurt am Main. The law of the Federal Republic of Germany shall apply, excluding the conflict of laws rules.
General Terms and Conditions
1. These Terms & Conditions (“T&Cs”) apply to the contractual relationship between Flex Suisse Pte. Ltd., Singapore (“Flex Suisse”) and the client (“Client”). Specific conditions expressly agreed in writing or per email by Flex Suisse and the Client will prevail over the T&Cs.
2. For staff-leasing (Personalverleih) engagements the applicable hourly or daily rate (excl. VAT), shall be due and payable from the Client to Flex Suisse based on the employees’ effective time spent on a project. The detailed terms and conditions are always agreed in a separate staff-leasing agreement to be signed by the Client and Flex Suisse.
3.1 For professional & executive search mandates, the Client will pay Flex Suisse a fee of 25% of the candidate’s first year’s (12 months) gross annual base salary. For part-time positions, the base salary taken for fee calculation will be pro-rata, with a minimum of 70%. If the candidate is engaged either directly or indirectly by the Client on a mandate basis, a fee of 25% of the candidate’s annual gross compensation from all sources, including, but not limited to, consulting fees, expenses and commissions is due and payable by the Client.
3.2 This fee is success based and is due and payable in SGD (excl. VAT), as soon as a contractual relationship (employment or mandate) between the Client and a candidate presented by Flex Suisse is agreed, i.e. independent of the actual start date of the candidate. The Client agrees that it will notify Flex Suisse within 10 calendar days of entry into the contract with the candidate and disclose the relevant financials to calculate the fee.
3.3 Flex Suisse must receive prior confirmation in writing or per email from the Client for any expenses (e.g. advertisement, candidate expenses) to be borne by the Client. Such expenses will be invoiced separately at cost rate to the Client and are due and payable payment within calendar 10 days.
3.4 The mandate is also considered fulfilled and the Client will pay Flex Suisse the fees agreed on (i) if the candidate presented – as a candidate for staff-leasing (cl. 2) and/or a candidate for professional & executive search (cl. 3.1) by Flex Suisse is not accepted by the Client and/or the candidate rejects the job offer and is then later employed or mandated by the Client (either directly or indirectly) within a period of 12 months from the date of candidate’s data sent to the client and/or (ii) if the Client presents the candidate selected for them, to a third party linked directly or indirectly or with no link at all, and if the candidate is employed or mandated with this third party within a period of 12 months from candidate’s data is sent to the Client. These claims also apply if the employment or mandate concerns a position other than the one originally contemplated, and independent of the reasons that led to entry into the contract, in particular if the candidate applied to the Client or the Client had contacted the candidate, or the candidate was brokered by a third party.
3.5 If the Client or the candidate terminates the employment contract during a period of 3 months after the starting date or the candidate does not start employment, the Client must immediately but not later than within five working days inform Flex Suisse in writing or per email of such an event for the following guarantee to apply: (i) Flex Suisse shall find a replacement candidate without any additional cost except additional advertisement cost if instructed by the Client; (ii) If Flex Suisse does not find a replacement candidate for the contractually agreed position within a reasonable period, then the following reimbursement of the fee is agreed: 100% of the fee if the placed candidate does not start, 75% of the fee if notice of termination of the employment agreement is given during the first month, 50% in the second month and 25% in the third month.
4. Flex Suisse commits to review carefully and analyze precisely the suitability of a candidate to fulfill the anticipated role. However, Flex Suisse services in no event replace the thorough examination of the candidate by the Client. The Client is solely and exclusively responsible for the selection of the candidate, the performance of the duties transferred to the candidate, to arrange for any necessary medical examinations, and for obtaining and/or verifying all employment, residency or other permits and for carrying out all of the duties that are assigned to the candidate in the course of his employment.
5. The Client acknowledges that the introduction of a candidate or the submission of a candidate’s data occurs on a highly confidential basis. Candidate files that are provided to the Client through Flex Suisse remain the property of Flex Suisse, with the exception of the file of the candidate hired by the Client. All application files are to be handled completely confidentially. If the candidate is not hired, the file is to be returned to Flex Suisse or destroyed/deleted by Client. Within the framework of the Singapore Data Protection Law, in no event may these files be stored, processed, submitted to third persons as well as directly or indirectly used. If the Client intends to obtain an internal or external reference of a prospective candidate, this requires the prior written consent of the candidate and Flex Suisse.
6. The mutual duty of confidentiality applies to any information about Flex Suisse or the Client that is not publicly available and is exchanged among the Client and Flex Suisse in the course of performing the contract.
7. The contractual relationship between the Client and Flex Suisse is governed by Singapore Law, to the exclusion of any conflict of law. Place of jurisdiction is Singapore. Mandatory places of jurisdiction under federal law remain reserved.