General Terms and Conditions (GTC) of Talentum

1.    General Basics / Scope

1.1.

Note: For the sake of readability, these General Terms and Conditions (hereinafter "GTC") refrain from gender-neutral differentiation (e.g., client). The use of abbreviated language is solely for editorial purposes and does not imply any judgment.

 1.2.

All legal transactions between the client and the contractor (job mediator) are exclusively governed by these GTC, unless explicitly agreed otherwise in writing or legally required. The version of the GTC valid at the time of contract conclusion is decisive

1.3.

These GTC also apply to all future contractual relationships between the client and the contractor, even if not explicitly stated in additional orders.

1.4.

Contradictory GTC of the client are invalid unless expressly accepted and declared valid in writing by the contractor.

1.5.

In the event that individual provisions of these GTC become or are declared invalid, it does not affect the validity of the remaining provisions and contracts concluded based on them. The invalid provision shall be replaced by an effective provision that comes closest to its meaning and economic purpose.

 

2.   Scope of the Mediation Assignment

2.1.

All orders and agreements between the client and the contractor are legally binding only if they are signed in writing and in the company's manner by the contractor, obligating the contractor only to the extent specified in the order confirmation. The scope of a specific mediation assignment is contractually agreed upon on a case-by-case basis.

2.2.

The contractor is authorized to have the tasks assigned to them wholly or partially performed by qualified third parties, with the third party's payment being the sole responsibility of the contractor. There is no direct contractual relationship between the third party and the client.

2.3.

Within the framework of personnel recruitment, the contractor, based on a written mediation order and job profile, searches for international (specialized) workers for the client. The acceptance of the mediation order must be confirmed in writing by the client (i.e., order confirmation).

2.4.

The contractor selects skilled workers who largely correspond to the specific mediation order and the client's job profile. The contractor sends the client the corresponding applicant profiles and, if the respective skilled worker agrees, the complete application documents. The contractor carefully examines the information received about potential skilled workers but assumes no liability for its accuracy or completeness.

2.5.

If the client considers the proposed skilled worker suitable, the contractor arranges a job interview in the form of a digital interview between the client and the skilled worker. Any additional obligations of the contractor generally do not exist, unless specified in the specific mediation order.

2.6.

The mediation assignment is considered fulfilled by the contractor when an employment contract is concluded between the client and a skilled worker mediated by the contractor. The contributory role of the contractor's activity for the establishment of the employment relationship (e.g., identification of the skilled worker by the contractor) is sufficient. The timing of the commencement of the employment relationship is irrelevant.

2.7.

In the mediation of international skilled workers (from third countries – i.e., not citizens of the EEA or Switzerland), the contractor will assist the client in obtaining the necessary regulatory approvals/permits for foreign employment (Red-White-Red Card). The exact scope of services is determined by the specific mediation order. However, the contractor is not responsible for the client's compliance with legal regulations related to foreign employment (e.g., Foreign Employment Act, Residence and Settlement Act). In the mediation of international skilled workers, the contractor assumes no liability whatsoever for the client's non-compliance with regulatory and legal requirements, and the client holds the contractor entirely harmless and indemnified in this regard.

2.8.

For a period of six months after successful mediation (see Section 2.6.), the contractor provides a placement guarantee. If a reappointment is necessary within this period, it is free of charge for the client and must be carried out directly by the contractor. The placement guarantee does not apply in cases of unjustified dismissal, justified premature termination, or termination of the mediated skilled worker by the client (employer), unless the mediated skilled worker (employee) has given justified cause for such actions. If, within three months of meeting the conditions for a reappointment and corresponding notification by the client, no reappointment is possible, the contractor must refund the fee (Tranche I and Tranche II) pro rata. The calculation is based on actual completed months (pro rata) in the ongoing employment relationship. For each uncompleted full month of the six-month placement guarantee, 1/6 of the already paid tranches must be refunded to the client within 14 days after the expiration of the three-month period. If no actual mediation occurs because the mediated skilled worker does not commence service or does not meet the conditions for employment in Austria, the client will be refunded the prepaid fee in full, already paid, within 30 days of the corresponding maturity determined by the client

2.9.

The contractor, however, does not guarantee or assume liability for the quality of the work of the mediated skilled workers in the client's company.

 

3.    Mediation Fee

3.1.

In the case of the conclusion of an (employment) contract by the client or an attributable third party (e.g., subsidiary) with a skilled worker mediated by the contractor, the agreed-upon fee in the mediation order becomes due. This applies even if a (employment) contract is concluded between the client or an attributable third party (e.g., subsidiary) and the skilled worker mediated or presented/introduced by the contractor within 12 months after the termination of the mediation order.

3.2.

The client is obligated to inform the contractor within a period of 10 days about the conclusion of an (employment) contract with the skilled worker mediated by the contractor and to provide the contractor with a copy of the (employment) contract or service slip.

3.3.

The agreed mediation fee covers all expenses incurred by the contractor for the mediation of skilled workers unless they result from additional agreements with the client and are not already covered by the expenses mentioned in the specific mediation order.

3.4.

The contracting parties agree that the agreed mediation fee is to be paid to the contractor by the client in installments (percentages of the mediation fee).

Tranche 1 amounts to 50% of the agreed mediation fee and is invoiced upon signing the mediation order.

Tranche 2 amounts to 40% of the agreed mediation fee per actually mediated skilled worker. Tranche 2 is invoiced upon the start of work by the mediated skilled worker.

Tranche 3 amounts to 10% of the agreed mediation fee per actually mediated skilled worker. Tranche 3 is invoiced six months after the start of work by the mediated skilled worker.

The contractor's invoices, including VAT, must be paid within 14 days of receipt without any deduction and free of charges.

3.5.

The contractor is entitled to submit invoices to the client in electronic form. The client expressly agrees to the transmission of invoices in electronic form by the contractor.

3.6.

Compliance with the agreed payment deadlines is a material condition for the execution of the mediation order by the contractor. In case of late payment, commercial default interest (see § 456 UGB) will be charged. Furthermore, the contractor is entitled to enforce the loss of the appointment in the event of payment default.

3.7.

The fees agreed upon with the contractor are value-protected in accordance with the Consumer Price Index 2020 (VPI 2020) published monthly by the Austrian Statistics Authority. If the VPI 2020 is no longer published, the index replacing it (successor index) is deemed agreed upon. The starting point for this value protection is the index number published for the month of the mediation order conclusion. Any change in the index number of the Consumer Price Index 2020 or the successor index results in a corresponding change in the fee. Index fluctuations of up to +/- 3% are disregarded. The adjustment of the fee is 100% of the increase amount. Increased amounts can be invoiced to the client retrospectively at the contractor's discretion.

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4.    Client's Information Obligations

4.1.

The client ensures that the organizational framework conditions allow for undisturbed work in fulfilling the mediation order, promoting the rapid progress of the mediation process.

  

The client will promptly provide the contractor with all information necessary for the proper fulfillment of the order. The client also ensures that, without the contractor's special request, all documents necessary for the fulfillment and execution of the mediation order are submitted in a timely manner and that the contractor is informed of all events and circumstances that are or could be relevant to the execution of the mediation order. This also applies to all documents, events, and circumstances that only become known during the contractor's activity. Furthermore, the client must promptly notify the contractor of any changes to the relevant information and any other circumstances that are important for the execution of the mediation order.

4.2.

The contracting parties commit to mutual loyalty.

 

5.    Liability / Damages

5.1.

The contractor is liable to the client for damages—excluding personal injuries—only in the event of gross negligence (intent or gross negligence). This applies analogously to damages arising from third parties engaged by the contractor. The contractor assumes no liability whatsoever for damages caused by skilled workers mediated by the contractor in connection with their activities at the contractor and holds the client completely harmless and indemnified in this regard.

5.2.

Client's claims for damages can only be asserted in court within six months of knowledge of the damage and the tortfeasor, but no later than three years after the event giving rise to the claim.

5.3.

The client must prove that the damage is attributable to the contractor's fault

5.4.

If the contractor performs its services with the involvement of third parties and warranty and/or liability claims arise against these third parties in this context, the contractor assigns these claims to the client. In such cases, the client will primarily address these third parties.

 

6.    Protection of Intellectual Property

6.1.

Any intellectual property rights (copyrights, etc.) to works created by the contractor, its employees, and authorized third parties (e.g., applicant profiles, etc.) remain with the contractor. The client may use these works exclusively for purposes covered by the contract during and after the termination of the contractual relationship. The client is not entitled to duplicate and/or distribute applicant profiles and other data that become known to them during the contractual relationship without the explicit consent of the contractor. The contractor is not liable to third parties for any unauthorized reproduction/distribution of information/data.

6.2.

Violation of these provisions by the client entitles the contractor to immediate termination of the contractual relationship and the assertion of further legal claims, particularly injunctive relief and/or damages.

 

7.    Confidentiality/Data Protection

7.1.

The client undertakes to maintain absolute confidentiality regarding all business matters brought to their knowledge, especially business and trade secrets and any information they receive about the nature, scope, and practical activities of the contractor.

7.2.

Furthermore, the client commits to maintaining confidentiality about the entire mediation order and all information and circumstances that have come to their knowledge in connection with the mediation activities of the contractor, including the data/information of skilled workers to be mediated, towards third parties. This obligation of confidentiality extends indefinitely beyond the end of this contractual relationship. Exceptions exist in the case of legally required obligations.

7.3.

The contractor is entitled to process personal data entrusted to them within the scope of the purpose of the contractual relationship. The client guarantees that all necessary measures, especially those in accordance with data protection laws, such as consent declarations from the parties concerned, have been taken.

 

8.    Duration of the Contract

8.1.

Each respective mediation order generally ends with its contractual fulfillment (e.g., conclusion of an [employment] contract with a skilled worker mediated by the contractor) and the corresponding invoicing by the contractor.

8.2.

The contract can nevertheless be terminated by the contractor at any time for important reasons without observing a notice period. An important reason is considered, in particular,

- if the client violates essential contractual obligations, or

- if legitimate concerns about the creditworthiness of the client exist, and the client, at the request of the contractor, neither makes advance payments nor provides suitable security before the contractor's performance, and the poor financial circumstances were not known to the contractor at the time of contract conclusion.

The contractor is entitled to conduct credit checks of the client at any time and before contract execution. Furthermore, the contractor is entitled to reject the mediation order, even without stating reasons.

 

9.    Applicable Law

These GTC are exclusively subject to substantive and formal Austrian law, excluding the UN Convention on Contracts for the International Sale of Goods.

 

10.    Place of Performance/Jurisdiction

10.1.

The place of performance is the registered office of the contractor.

10.2.

The exclusive substantive and local jurisdiction of the court responsible for the registered office of the contractor is agreed upon for all legal disputes arising directly or indirectly between the contractor and the client. However, the contractor is also entitled to invoke another court with jurisdiction over the client.

 

11.    Final Provisions/Client's Consent

11.1.

Changes to these GTC require written form. This also applies in particular to deviating from the required written form. Side agreements are invalid.

11.2.

The client agrees that their company, including the logo, may be mentioned as a reference customer in the contractor's advertising materials, including its websites.

 

As of October 2023