General terms and conditions of business

Recruitment for specialists and managers by Norr-Consult German-Swedish personnel consultancy

1. Scope

• 1.1. The following General Terms and Conditions apply to the business relationship between the customer of Norr-Consult (hereinafter: Customer) and Norr-Consult, Auf der Hanfstelle 1, 27412 Hepstedt, Germany, represented by the owner Thomas Zwentzien (hereinafter: Norr-Consult).
• 1.2. Norr-Consult does not recognize any conflicting or deviating general terms and conditions of business or contract of the customer unless their validity is expressly agreed to in writing. These terms and conditions also apply if Norr-Consult performs services for the customer without reservation, even with knowledge of conflicting or deviating terms and conditions of the customer.

2. Subject matter of the contract

• 2.1. Norr-Consult is an owner-managed personnel consultancy that supports companies in filling open positions and specializes in specialists and managers.
• 2.2. The customer commissions Norr-Consult with one or more components of the service portfolio.
• 2.3. This contract governs the resulting rights and obligations of the parties.

3. Services provided by Norr-consult

• 3.1. Norr-Consult provides the client with a comprehensive service portfolio to support companies in filling vacant positions; this service portfolio includes in particular:
• 3.1.1. Consulting services at the beginning of the recruitment process:
• 3.1.1.1. Recording and identifying the desired characteristics of a candidate according to the position to be filled,
• 3.1.1.2. Creating a job description,
• 3.1.1.3. Creation of a so-called target list (list of companies that are likely to employ potentially suitable candidates); including a blacklist (i.e., a list of companies,

(which should under no circumstances be addressed at the customer's request),

• 3.1.2. Identification, outreach and pre-selection services
• 3.1.2.1. Identification of suitable potential candidates (sourcing),
• 3.1.2.1.1. within the companies that were included on the target lists,
• 3.1.2.1.2. in publicly accessible networks (such as XING, LinkedIn, Facebook, etc.) and/or
• 3.1.2.1.3. in own data sets,
• 3.1.2.2. Advertising on https://www.norr-consult.com and/or other media,
• 3.1.2.3. Direct approach to candidates,
• 3.1.2.4. Transmission of candidate profiles, insofar as the customer requests the transmission of the candidate profiles at this stage,
• 3.1.2.5. Conducting initial interviews for negative pre-selection by the consultant,
• 3.1.3. Selection services
• 3.1.3.1. Transmission of the pre-selected candidate profiles to the client,
• 3.1.3.2. Accompanying the client during candidate interviews, if requested by the client,
• 3.1.3.3. Advice regarding candidates (interviews) until the conclusion of an employment contract.

4. Specific scope of services, conclusion of the contract, project timeline

• 4.1. The client may commission Norr-Consult with all services or parts of the service portfolio according to section 3. Upon the client's request, Norr-Consult will prepare a binding offer listing the individual service components, their respective quantitative scopes (if applicable), and the corresponding payments (fees/remuneration).
• 4.2. The contract between Norr-Consult and the customer is concluded upon acceptance of the offer prepared by Norr-Consult in accordance with section 4.1. Acceptance of the offer should be effected by sending the handwritten, signed offer via email.
• 4.3. The concluded contract will hereinafter be referred to as the order.
• 4.4. The anticipated performance period for the implementation of the order will be specified in the order. The performance period may also result from communication between the parties, provided that this communication was at least in written form.

5. Regulations for contacting candidates and obtaining consent

• 5.1. Norr-Consult undertakes to approach candidates exclusively in accordance with the permissible criteria arising from the established case law of the German Federal Court of Justice (BGH), such as
• 5.1.1. brief contact,
• 5.1.2. upon disclosure of true identity
• 5.1.3. with reference to possible job changes,
• 5.1.4. with a brief job description and
• 5.1.5. Offer to make contact outside the work environment,
• 5.1.6. without conducting detailed confrontations with the resume.
• 5.2. Norr-Consult undertakes to obtain the necessary consent from candidates for the use of their data.
• 5.3. The customer is aware, however, that the boundaries of competition law are disputed, that in times of increasingly tight demand markets any solicitation from competitors is subject to scrutiny by competitors, and that competitors may issue a cease-and-desist letter under competition law, citing unlawful solicitation, regardless of whether the cease-and-desist letter is ultimately deemed justified. Furthermore, the customer is aware that, as the client, the customer may be held directly liable under competition law in addition to Norr-Consult. The parties agree that the customer shall bear the costs of any potential cease-and-desist letter, both with respect to its own company and Norr-Consult, if and to the extent that Norr-Consult can credibly demonstrate that its direct approach was legally compliant with competition law.

6. Data protection, data processing agreement

• 6.1. Norr-Consult processes personal data on behalf of the customer.
• 6.2. To regulate this data processing, the parties conclude a data processing agreement within the meaning of Section 11 of the German Federal Data Protection Act (BDSG) or within the meaning of Regulation (EU) 2016/679 – General Data Protection Regulation (GDPR), which has been in force since May 2016 and will become directly applicable throughout the EU from May 25, 2018.
• 6.3. Furthermore, Norr-Consult undertakes to oblige its employees to maintain data secrecy in accordance with Section 5 of the German Federal Data Protection Act (BDSG) or, from May 25, 2018, to maintain confidentiality regarding data in accordance with the GDPR.

7. Right to use third parties

• 7.1. Norr-Consult may use third parties to provide the services offered. This applies in particular to sourcing activities in the sense of identification and contact services as defined in section 3.1.2.
• 7.2. Norr-Consult undertakes to conclude a data processing agreement with commissioned third parties in accordance with Section 11 of the German Federal Data Protection Act (BDSG) or in accordance with Regulation (EU) 2016/679 – General Data Protection Regulation (GDPR), insofar as this is necessary.
• 7.3. Norr-Consult undertakes to oblige commissioned third parties to maintain data secrecy in accordance with Section 5 of the German Federal Data Protection Act (BDSG) or, from May 25, 2018, to maintain confidentiality regarding data that it receives or becomes aware of in connection with the commission, in accordance with the GDPR.

8. Customer's exclusivity guarantee

• 8.1. The customer undertakes not to engage any third party besides Norr-Consult to fill the assigned position(s).
• 8.2. The obligation under clause 8.1 does not affect the customer's right to fill the appointed position himself.
• 8.3. The customer is obliged to provide proof to Norr-Consult upon request that the

The positions were filled exclusively through our own personnel marketing and recruitment services.

9. Customer protection clause (off-limits rule)

• 9.1. Norr-Consult undertakes, upon being commissioned by the client, not to approach and/or solicit any of the client's employees for the benefit of third parties for the duration of the contract.

10. Obligations to cooperate, contact persons

• 10.1. Norr-Consult and the customer commit to targeted, cooperative collaboration, without this giving rise to any corporate rights and obligations.
• 10.2. For this purpose, the customer shall designate a contact person who is responsible for any questions that may arise, for providing all required information and fulfilling other obligations to cooperate with regard to an order, and who is authorized to issue and receive legally binding declarations insofar as they are necessary for the fulfillment of the order and thus this contract.

11. Consideration (compensation/fee), due date

• 11.1. If the client commissions Norr-Consult's full range of services to fill a position, the consideration to be provided by the client (remuneration/fee) will be calculated as follows, unless a different individual agreement has been made:
• 11.1.1. Norr-Consult receives a fee of 30% of the annual gross salary planned (i.e. budgeted) by the client (including fixed salary, allowances, variable remuneration or other income components such as company car) of the candidate to be hired;
• 11.1.2. If the annual salary of the hired candidate actually exceeds the originally planned gross annual salary, Norr-Consult receives 30% of the actual annual salary (including allowances, variable compensation or other income components such as company cars) of the hired candidate;
• 11.1.3. If the annual salary of the hired candidate is actually lower than the originally planned gross annual salary (including allowances, variable compensation or other income components such as company car), Norr-Consult will receive a fee in accordance with section 11.1.1.
• 11.1.4. If the client hires more than one candidate within the scope of or as a result of a completed assignment, the client shall pay a fee of 20% for each of the following candidates hired, calculated on the actual gross annual salary stipulated in the employment contract (including allowances, variable remuneration or other income components such as company cars).
• 11.1.5. Clause 11.1.4 applies accordingly with regard to the amount of the fee if Norr-Consult proposes a candidate to a client or potential client on its own initiative but with reference to these General Terms and Conditions and the client hires the candidate and cannot prove that the candidate was hired as a result of other recruitment measures of its own.
• 11.2. The amount of remuneration to be paid by the customer for the services to be provided by Norr-Consult is determined by the binding individual order.

as determined according to point 4.

• 11.3. If there is no agreement on the amount of remuneration for an order, the remuneration will be calculated accordingly in accordance with clause 11.1.
• 11.4. Norr-Consult is entitled to information regarding the planned and actual gross annual salary of the hired candidate.
• 11.5. Unless otherwise agreed, the fee is payable in the following installments:
• 11.5.1. 1/3 of the agreed fee upon placement of the order;
• 11.5.2. 1/3 of the agreed fee after completion of the identification and first pre-selection phase as defined in section 3.1.2.
• 11.5.3. 1/3 of the agreed fee after conclusion of the employment contract between client and candidate; the candidate's commencement of work is expressly irrelevant.
• 11.6. All prices listed in offers or orders are exclusive of the applicable statutory value added tax.

12. Cancellations

• 12.1. Order cancellations are possible under the following conditions:
• 12.1.1. If a commissioned position is filled internally by an existing employee or externally through demonstrably the customer's own recruitment measures

could be occupied.

• 12.1.2. If the customer decides not to fill the commissioned position.
• 12.2. If an order is cancelled within five weeks of the order being placed, only the first installment according to clause 11.5.1 is payable.
• 12.3. If an order is cancelled five weeks after the order was placed, the first installment according to clause 11.5.1 and the second installment according to clause 11.5.2 are payable.
• 12.4. Costs already incurred for placing media advertisements must be reimbursed by the customer to Norr-Consult even in the event of cancellation.

13. Liability

• 13.1. Norr-Consult shall be liable without limitation for damages caused intentionally or through gross negligence by itself, its employees and vicarious agents, in the case of fraudulent concealment of defects, in the case of the express assumption of a guarantee, as well as for damages resulting from injury to life, body and health.
• 13.2. Norr-Consult shall only be liable for other damages if a duty is breached, the fulfillment of which is essential for the proper performance of the contract and on which the contractual partner may regularly rely (cardinal duty). Liability for damages is limited to those damages that are considered typical and foreseeable under the contract. Any liability under the Product Liability Act remains unaffected. Any liability of Norr-Consult beyond the foregoing is excluded. In particular, Norr-Consult shall not be liable for lost profits, lost savings, indirect damages, or consequential damages.

14. Confidentiality/Non-Disclosure Agreement

• 14.1. Norr-Consult and the client undertake not to disclose to third parties or use for their own business purposes any confidential information entrusted to them or learned by them during the course of the collaboration, both during and after the termination of the contractual relationship. The confidential information of both parties shall be used exclusively for the preparation and execution of the project to be carried out by Norr-Consult for the client.
• 14.1.1. “Confidential Information” within the meaning of this Agreement includes, in particular, all information exchanged orally, in writing, or via data transmission during the term of the Agreement, which one Party receives from the other for the purpose of processing the order and which is marked as confidential or whose confidentiality arises from the subject matter itself or other circumstances; this includes, in particular, but not exclusively, all personal data of candidates.
• 14.1.2. Information that is not confidential (public) is:
• were already publicly known before the commissioning or became publicly known afterwards without breach of this agreement,
• They must be made accessible to public authorities due to mandatory regulations.
• The information was released in writing as non-confidential information by the respective contracting party providing it.

The burden of proof regarding the public disclosure of information for one or more of the aforementioned reasons lies with the user of that information. If confidential information is lawfully disclosed, its confidentiality ceases.

• 14.2. The parties shall protect all documents and data, including copies, that come to their knowledge in connection with the performance of the contract from unauthorized access.
• 14.3. Documents and other physical carriers of the exchanged information, including all copies thereof, must be returned to the contractual partner immediately and without being requested upon termination of the contract. Electronically stored data must be deleted or – if deletion is not possible due to retention obligations – blocked. Upon written request, confidential information, including all copies thereof, must also be returned, deleted, or blocked during the execution of the contract.
• 14.4. The obligation of confidentiality remains in effect even after the termination of the contractual relationship and can only be waived in writing by the party concerned. Furthermore, both parties undertake to carefully safeguard the documents provided for the purpose of this engagement – insofar as these cannot be deleted for legal or factual reasons – and to protect them from unauthorized access by third parties.
• 14.5. Norr-Consult and the customer undertake to disclose confidential information only to such employees or third parties who are themselves subject to a confidentiality and non-disclosure agreement containing obligations equivalent to this agreement.

15. Trademark protection and public relations

• 15.1. Norr-Consult is only entitled to name and use the customer's trademark and associated logos as a reference for marketing purposes, both online and offline, if the customer has expressly agreed to such use, at least in written form.
• 15.2. The name Norr-Consult, the associated logo, and all related designations are trademarks of Norr-Consult. Any use of these trademarks by the customer requires the prior written consent of Norr-Consult, unless it concerns use by the customer itself.

in the sense of point 16.1.

16. Final Provisions

• 16.1. The law of the Federal Republic of Germany shall apply, excluding the UN Convention on Contracts for the International Sale of Goods.
• 16.2. The exclusive place of jurisdiction for all disputes arising from this contract is Tostedt. This applies in any case if the customer is a merchant, a legal entity under public law or a special fund under public law, or if the customer has no general place of jurisdiction or domicile in Germany, or if their habitual residence is unknown at the time the action is brought.
• 16.3. Amendments or additions to this agreement must be in writing, unless this agreement explicitly refers to text form for amendments or additions. Amendments or additions to this clause must also be in writing.
• 16.4. Any prior framework agreements between the parties shall become obsolete upon the entry into force of this Agreement unless expressly agreed otherwise.
• 16.5. Should any provision of this agreement be invalid, this shall not affect the validity of the remaining provisions. The same applies in the event of a contractual gap.