1. Scope

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PolyTALENT GmbH (“PolyTALENT”) provides its services on the basis of these General Terms and Conditions (“GTC”). They also apply to future transactions with the customer arising from the existing business relationship. Any amendments or additions to these GTC must be made in writing.

The customer’s terms and conditions do not apply, even if referenced in the customer’s documents relating to the contract (such as purchase orders or order forms). Performance of the commissioned service does not constitute acceptance of the customer’s terms and conditions.

These GTC are directed exclusively at entrepreneurs within the meaning of Section 14 of the German Civil Code (Bürgerliches Gesetzbuch – BGB), legal entities under public law, special funds under public law, and other institutional customers not acting as consumers within the meaning of Section 13 BGB.

PolyTALENT reserves the right to modify these GTC at any time. Customers will be notified of changes in text form (e.g., by email or letter). Changes are deemed accepted unless the customer objects in writing within six weeks after receipt of the notice. PolyTALENT will point out this consequence in the notice.

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2. Formation of Contract and Performance

A contract is usually concluded by an offer from PolyTALENT describing the essential content and conditions of the service and a corresponding order by the customer. No specific form of order is required, but for evidentiary purposes it should be documented (e.g., by email, electronic signature). A verbal order may be documented by an order confirmation from PolyTALENT. Booking a date for a kick-off meeting or similar actions that initiate the start of performance also constitute an order under the offered terms. Contracts may also be concluded by other means, such as by signing a contract document prepared for that purpose.

The content and scope of the services to be provided are governed by PolyTALENT’s offer and any annexes referenced therein. Online materials may become part of the contract by link or URL reference.

PolyTALENT will perform the agreed services with industry-standard care and may engage third parties (e.g., suppliers, freelancers, subcontractors) to fulfill its obligations.

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3. Term of Contract

For recruiting services, PolyTALENT establishes a fixed term. The contract begins with the term defined in the offer and ends automatically upon expiry of that term without notice of termination being required. Unless otherwise stated in the offer, each contract period is at least three months.

This does not affect either party’s right to terminate for cause without notice, in particular in the event of continued breaches of material contractual obligations that are not remedied despite a warning and the setting of a cure period, or in the event of a material deterioration in the other party’s financial situation. PolyTALENT is also entitled to terminate for cause without notice if the customer is in significant default of payment (for example, with two or more invoices), after two reminders and an additional grace period of at least 14 days has expired unsuccessfully. In such cases, PolyTALENT may claim the remuneration accruing up to the end of the regular notice period as minimum damages. Notices of termination must be made in writing to be effective.

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4. Customer Cooperation Duties

The customer shall support PolyTALENT in fulfilling the contract to the best of its ability and at its own expense, including by providing necessary personnel. The customer shall designate a qualified contact person authorized to make all contract-relevant decisions and take the corresponding actions.

The customer shall provide PolyTALENT, in good time, completely, up to date and in the agreed format, with all documents and information required for performance (“Customer Materials”), free of third-party rights.

Where PolyTALENT has creative discretion (particularly for creative services such as producing video and image material to present the customer as an employer, designing advertisements, etc.), the customer shall specify its wishes and requirements before performance begins and grant PolyTALENT approval to implement within those parameters. Before the start of performance, the customer authorizes PolyTALENT to procure third-party goods and services within the agreed scope.

If the customer becomes aware of errors or omissions in its Customer Materials or information, it shall inform PolyTALENT without delay and take all necessary corrective measures. The customer warrants that it is entitled to provide the materials and grants PolyTALENT the necessary rights of use and to edit. The customer shall indemnify and hold PolyTALENT harmless from all third-party claims asserted against PolyTALENT in connection with alleged rights infringements.

For material produced by PolyTALENT that includes images of employees or other persons acting for the customer, the customer shall obtain prior consent from the individuals concerned and make such consent declarations permanently available to PolyTALENT.

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5. Rights in Work Results

For work results created individually for the customer, PolyTALENT grants the customer exclusive, transferable and sublicensable rights of use, unlimited in time and territory. PolyTALENT reserves the right to use similar results for other clients.

For all other work results, PolyTALENT grants the customer simple (non-exclusive) rights of use, unlimited in time and territory, limited in scope to the purposes of the contract and transferable and sublicensable only for those purposes. The transfer of rights is subject to a condition precedent and takes effect only upon full payment of the remuneration for the respective services. PolyTALENT may permit the customer to use the results temporarily in advance. For tangible items embodying work results, PolyTALENT retains title until payment has been made in full.

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6. Remuneration

Remuneration is determined by the contractual documents, in particular PolyTALENT’s offer. Depending on the type of service, the remuneration may consist of a fixed price or a setup fee plus ongoing monthly retainers. All prices are exclusive of statutory VAT.

Third-party goods and services procured by PolyTALENT in the course of performance will be invoiced to the customer in addition. Where possible, prices for such externally procured services will be communicated in advance.

Remuneration falls due upon conclusion of the contract unless a different payment date has been agreed in writing. Invoices are payable within 7 days of the invoice date.

If payment by SEPA direct debit is agreed, the customer shall grant the corresponding SEPA mandate. This also applies to payments under subsequent contracts. If the direct debit is not honored or is returned, the customer shall transfer the amount due within three business days and bear the costs incurred.

The customer may set off against PolyTALENT’s claims only with counterclaims that are undisputed or have been finally adjudicated. The same applies to the exercise of rights of retention, which must also arise from the same contractual relationship.

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7. Deadlines, Targets, Guarantee, Performance Disruptions, Force Majeure

Agreed dates and targets for PolyTALENT’s performance constitute non-binding targets. Performance periods commence upon conclusion of the contract or, if necessary, upon receipt of required customer information.

Any guarantee is subject to various factors, including but not limited to: the specific requirements of the position(s) to be filled, the customer’s employer reputation in the relevant region, the location, and other circumstances that may influence successful placement.

PolyTALENT is released from its duty to perform where performance is prevented by force majeure or other unforeseeable, extraordinary and unavoidable events—such as natural disasters, strikes or cyberattacks—provided these could not have been avoided by reasonable technical measures. Delays attributable to the customer’s sphere (e.g., late approvals) likewise release PolyTALENT from the duty to perform. The release applies for the duration of the impediment plus a reasonable ramp-up period. In such cases, the customer has no damages claims against PolyTALENT. PolyTALENT will inform the customer without undue delay upon becoming aware of force majeure or other relevant circumstances.

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8. Liability for Damages

PolyTALENT is liable under statutory provisions for intent and gross negligence in all cases of contractual and non-contractual liability. In cases of simple negligence, and unless a milder standard of liability applies under statutory provisions (e.g., duty of care in one’s own affairs), PolyTALENT is liable only for damages arising from injury to life, body or health, and for damages arising from the breach of a material contractual obligation (an obligation whose fulfillment makes proper performance of the contract possible in the first place and on whose observance the contractual partner regularly relies and may rely); in the latter case, liability is limited to compensation for the foreseeable damage typical for this type of contract.

PolyTALENT’s liability for damages based on slightly negligent breaches of non-material contractual obligations is excluded. For recurring services, PolyTALENT’s liability for slight negligence is limited to the amount of the remuneration agreed for the relevant contract period, but not exceeding the damages typically foreseeable.

The above limitations also apply to the liability of PolyTALENT’s legal representatives, executive employees and other vicarious agents. Further liability claims are excluded, in particular for damages not occurring to the delivery item itself, such as loss of profit or other pecuniary losses of the customer.

The provisions of the German Product Liability Act (Produkthaftungsgesetz) and other mandatory statutory regulations remain unaffected. Where PolyTALENT’s liability is excluded or limited, this also applies to the personal liability of its employees, staff, workers, representatives and vicarious agents.

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9. Confidentiality

PolyTALENT and the customer mutually undertake to keep confidential all information received in the course of the contractual relationship that is marked as confidential or is recognizably a trade or business secret due to other circumstances, and—unless required to achieve the contractual purpose—neither to record, disclose nor exploit such information. This applies in particular to information designated as confidential.

The confidentiality obligation continues for five years after termination of the contractual relationship. Information that becomes public without the receiving party’s involvement or that was already known to the receiving party prior to disclosure is excluded from this obligation.

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10. Data Protection

Both parties shall comply with the applicable data protection laws and implement the necessary technical and organizational measures to ensure the protection and security of personal data.

If PolyTALENT processes personal data on behalf of the customer, a separate data processing agreement will be concluded that meets the requirements of Articles 28 et seq. GDPR.

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11. Reference Customers

PolyTALENT is entitled to publicly name the customer and the services rendered as a reference. For this purpose, PolyTALENT will use the customer’s company logo within the scope of the rights of use granted.

PolyTALENT may use work results created in the course of the business relationship as references. If the customer holds exclusive rights of use in such work results, it grants PolyTALENT the necessary rights of use for these purposes.

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12. Final Provisions

Any transfer of rights and obligations under the contractual relationship by the customer requires PolyTALENT’s prior written consent. PolyTALENT is entitled to transfer rights and obligations to affiliated companies. Amendments and supplements to this contract must be in writing; this also applies to any waiver of this written form requirement.

All legal relations between the customer and PolyTALENT are governed by the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

If the customer is a merchant within the meaning of the German Commercial Code, the exclusive place of jurisdiction is PolyTALENT’s registered office.

Should any provision of this contract be or become invalid, the validity of the remainder of the contract shall not be affected. The invalid provision shall be replaced by a valid one that most closely reflects the economic purpose of the invalid provision.