General Terms and Conditions Switzerland.
Version 2.0 As of January 1, 2022.
1. contractors.
Contractual partners are Entourage Pharma Consulting AG
4052 Basel / Switzerland
represented by the members of the board of directors
Mr. Dominik M. Aumer and Mr. Moritz Haucke
- hereinafter referred to as contractor
- and the client
- hereinafter referred to as client -.
2. content of the contract and scope.
The Contractor is a personnel consultancy whose business purpose is the placement of suitable candidates with the Client as well as the temporary assignment of employees (hereinafter referred to as "Project Consultant"). These General Terms and Conditions shall apply to any presentation of a candidate by the Contractor to the Client, even if they have not been referred to in the individual case. If the parties conclude a contract for the provision of Project Consultants, § 4 of these General Terms and Conditions shall apply in addition to the Project Consultant Contract. These General Terms and Conditions shall apply exclusively. Deviating, conflicting or supplementary general terms and conditions of the Client shall only become part of the contract if and to the extent that the Contractor has expressly agreed to their validity in writing. The Customer shall be informed immediately of any changes to these General Terms and Conditions. Individual agreements made between the parties in individual cases (including collateral agreements, supplements and amendments) shall in any case take precedence over these General Terms and Conditions. For the content of such agreements a written contract or a written confirmation of the contractor is required. The agreement does not constitute an exclusive search order. The client may make use of the services of comparable companies.
2.1 Introduction of the candidate.
The candidate shall be deemed to have been introduced (hereinafter referred to as "introduction") by the transmission of information that enables his/her identity to be clearly identified. If a contract (e.g. employment contract, interim management contract, consultancy contract or participation contract - irrespective of whether part-time or full-time) is concluded between the Client and the presented candidate within 12 months of the candidate's presentation, both parties shall assume that the contract was concluded on the basis of the presentation of the candidate by the Contractor. If the candidate has already been introduced to the company elsewhere in the last three months before the introduction by the contractor - irrespective of the introduction by the contractor, the client must notify the contractor of this in writing within 14 days of the introduction. In this case, the contractor shall not provide any further services. Upon request, the client must provide the contractor with suitable evidence of the candidate's presentation elsewhere within 14 days.
3. commission payments.
3.1. entitlement to commission.
The contractor is entitled to payment of a commission through the conclusion of a contract between candidate and client (cf. § 2.1 Para. 2) - irrespective of the company and position in which the candidate is employed by the client or the activity for which the candidate is commissioned. The entitlement to payment of the commission shall also exist after termination of the recruitment contract if the contract between candidate and client has come into existence through the activity of the contractor.
3.2. amount of the commission.
The amount of the commission is 25.0% of the candidate's expected gross compensation per annum. The gross remuneration comprises the contractually agreed gross employee salary of the candidate plus the agreed additional benefits such as commissions, bonuses, premiums and company car. The non-cash benefit of the company car is valued using the 0.9% rule based on the gross list price, which is valid for tax purposes. If the client and the candidate have agreed on a free employee relationship, the amount of the commission is based on the candidate's monthly invoice. The commission is then to be settled monthly.
3.3 Due date of payment.
All payments are subject to the statutory value added tax of currently 7.7%. Payments are due within 14 days after invoicing. In the event of default, the Contractor shall charge interest on the basis of the current statutory provisions. This does not affect the assertion of additional damages caused by delay.
3.4 Due date of commission for premium search order.
If the parties have agreed on a premium search order, the following provision on the due date of the commission shall apply in deviation from § 3.3: The first tranche in the amount of 12 % of the gross annual fee shall be invoiced when the order is placed. The second instalment in the amount of 12 % of the gross annual fee shall be invoiced upon successful completion of the interview. The client has the option of requesting two further interviews if the candidate is not suitable. The third instalment of 12% of the gross annual fee will be invoiced upon signing of the contract. A premium search order is agreed in writing between the parties and always applies only to the specifically agreed search order.
4. commission payments when Project Consultants are taken over.
This commission regulation shall apply exclusively in the event of the takeover of a Project Consultant. The commission provision shall also apply if the parties have not agreed on a commission provision in the Project Consultant Agreement. The Contractor shall be entitled to take over Project Consultants provided by the Client and to conclude employment contracts with such Project Consultants. If the Contractor or a company affiliated with the Contractor within the meaning of Section 18 of the German Stock Corporation Act (AktG) concludes an employment contract with the Project Consultant before the start of or during the period of the assignment or within six months after the end of this assignment, the Project Consultant shall be deemed to have been placed by the Client. In this case, the Client shall be entitled to a placement fee in the amount of 40 times the daily rate agreed in accordance with the individual assignment. The daily rate shall be eight times the hourly rate. The prices stated are in each case exclusive of the legally valid value added tax.
If the Contractor proves that the Client's expenditure for the recruitment of an employee comparable to the Project Consultant taken on is less than the placement fee pursuant to paragraph 1, this shall be reduced by 1/2, but at least to the amount corresponding to the expenditure for the recruitment of a comparable employee.
If the Contractor proves that the provision of the Project Consultant or the corresponding offer of the Client did not cause the establishment of the employment contract between the Project Consultant and the company affiliated with the latter within the meaning of Section 18 of the German Stock Corporation Act (AktG), the agency fee shall not apply. The agency fee shall become due upon conclusion of the employment contract concluded with the Project Consultant formerly seconded by the Client. The Contractor shall inform the Client of this conclusion of contract without delay.
5. suitability of the candidate.
The contractor checks all information provided by the candidate to the best of his knowledge and belief. No liability is assumed for the accuracy of the information or the assessment of the candidates. The examination of the candidate for suitability is the responsibility of the client.
6. information obligations.
The Client shall inform the Contractor immediately of any circumstances that may affect the placement activity. The Client shall indicate the conclusion of a contract with the candidate within seven days at the latest. In addition, the Client shall disclose the contractually agreed remuneration amount and prove it in writing by means of suitable documents. In the event that the Client does not comply with this duty of disclosure or does not comply with it in a timely manner, the Contractor shall be entitled to a commission in the amount of 40% of the anticipated gross remuneration. For this purpose, the client shall obtain the candidate's consent to the disclosure of the documents required for the calculation of the commission.
7. confidentiality clause.
All information provided to the client which is necessary for the performance of the brokerage activity shall be treated confidentially. Disclosure of the information to third parties (including within the client's company) is expressly prohibited. If the candidate concludes a contract with a third party on the basis of the unauthorised disclosure of information, the contractor shall be entitled to commission from the client in accordance with the contractually regulated commission scale. Any further claims for damages against the client remain unaffected by this.
8. applicable law and place of jurisdiction.
All provisions of the contract are subject to the laws of Switzerland. The place of jurisdiction is Basel-Stadt. The Contractor reserves the right to take legal action at the registered office of the Client.
9. collateral agreements and severability clause.
Subsidiary agreements and amendments to the contract must be in writing to be effective. This formal requirement may not be waived or set aside either verbally or tacitly. The partial or complete invalidity of individual provisions of this contract shall not affect the validity of the remaining provisions of the contract. Each of the contracting parties has received a written copy of this contract.
