General Terms and Conditions of HR digi.GmbH
A. Scope and Subject Matter
A.1. These General Terms and Conditions (hereinafter referred to as „GTC“) apply exclusively to entrepreneurs, legal entities under public law, or special public funds.
A.2. We do not recognize any terms and conditions of the client that conflict with or deviate from our GTC unless we have expressly agreed to their validity in text form.
A.3. These GTC shall also apply to all future business relationships with the client, particularly for placement, consulting, and service contracts related to personnel recruitment and selection.
B. Services and Conclusion of Contract
C. Placement Fee
C.1. Unless otherwise agreed in text form, our claim to a placement fee arises as soon as an employment relationship is established between the client and a candidate proposed by us (hereinafter: the „Candidate“). This includes both employment and freelance service relationships. The employment relationship is considered established once an employment or service contract has been signed or the Candidate has commenced work.
C.2. The placement fee is also due in the following cases:
- The client hires the Candidate despite the Candidate not fully matching the job profile.
- The Candidate is hired for a different but economically equivalent position, where the causal link between our activity and the employment is decisive.
- The Candidate is hired by a third party closely related to the client, especially in cases of affiliated companies.
- The client passes Candidate information to a third party who then hires the Candidate.
C.3. The placement fee is calculated based on a percentage agreed with the client of the gross annual target salary agreed between the client and the Candidate. For freelance relationships, the agreed annual target compensation excluding VAT applies. The minimum placement fee is EUR 12,000.00.
C.4. The basis for calculating the fee includes all annual gross salary components and additional benefits (e.g., 13th salary, holiday/Christmas bonuses, bonuses, profit sharing, company car, etc.). Variable compensation is valued based on expected or typical values. Benefits in kind are valued at their monetary benefit, with company cars being flat-rated at EUR 8,000.00 regardless of value.
C.5. The placement fee remains due regardless of whether the employment is carried out, is terminated before it begins, or how long it lasts.
C.6. The full placement fee remains valid for a period of 12 months after we have presented a Candidate to the client with a concrete opportunity for a contract. The client may dispute the causality of our involvement.
C.7. Costs incurred by Candidates for interviews with the client are not included in the placement fee and must be reimbursed by the client if requested by the Candidate.
D. VAT
E. Causality / Prior Knowledge
E.1. Our entitlement arises even if our involvement is only a contributing factor to the establishment of the employment relationship.
E.2. Candidate profiles already known to the client for the position in question shall only exclude our involvement if the prior knowledge is reported to us in writing immediately after our presentation. Otherwise, our involvement is considered causal even if another agency presented the Candidate.
F. Client’s Duty to Inform
F.1. The client must notify us in writing within 5 working days of entering into an employment agreement with a Candidate or of the start of the employment, providing all information required to calculate our fee (especially salary and additional benefits as per section C.4).
F.2. If the client fails to provide this information within 14 days after a written request, we may base the fee calculation on a reasonable market-based salary based on the Candidate’s qualifications. If the actual agreed salary is higher, we may charge the difference. The client may prove a lower value.
F.3. Upon request, the client must provide a copy of the employment contract.
G. Limitation of Liability
G.1. Unless otherwise stated below, claims for damages by the client are excluded. We shall not be liable for loss of profits or other financial losses. This limitation also applies to our employees, representatives, and agents.
G.2. For damages caused by negligence, we are only liable for breaches of essential contractual obligations and only up to foreseeable, typical damages.
G.3. We are fully liable for damages resulting from intent or gross negligence, for injury to life, body, or health, and under the Product Liability Act or warranty.
G.4. We only ensure a proper approach to candidate search and selection. We are not liable if the Candidate does not meet expectations or specific results are not achieved.
H. Termination
H.1. The client may terminate the contract at any time without notice.
H.2. Both parties may terminate the contract without notice for good cause, particularly if:
- the client fails to meet their contractual obligations;
- insolvency proceedings are initiated over the assets of either party; or
- the client breaches confidentiality obligations as outlined in section 10.
H.3. Termination does not release the client from paying agreed fees, such as flat-rate expenses, cancellation fees, or placement fees if the conditions under section C are met.
H.4. Terminations must be made in text form.
I. Payment Terms
J. Confidentiality and Communication
J.1. Both parties agree to treat all data and information disclosed during cooperation as confidential and not to share it with third parties without explicit, revocable consent—unless necessary for contract performance, legal obligations, or to assert fee claims. This obligation continues after termination and applies to employees as well.
J.2. If no placement occurs, the client must return all documents and destroy any materials or data received.
J.3. The client may not contact the Candidate’s current or former employers without the Candidate’s consent.
J.4. Electronic communication (especially email) involves risks. If the client does not consent to this form of communication, they must notify us in writing.
K. Data Protection
L. Jurisdiction, Applicable Law, Contract Language
L.1. The place of jurisdiction for all disputes arising from this contract shall be Kerpen, if the client is a merchant, a legal entity under public law, or a special public fund.
L.2. This contract is governed by the laws of the Federal Republic of Germany. The contract language is German.
M. Final Provisions
M.1. Side agreements must be in text form.
M.2. If any provision of these GTC or the contract is or becomes invalid or unenforceable, the validity of the remaining provisions shall remain unaffected. The invalid or unenforceable provision shall be replaced by a valid and enforceable one that most closely reflects the economic intent of the parties.