General Terms & Conditions

Preamble
At HRpepper, we enjoy working with our clients and helping them to overcome strategically important challenges. This consulting work requires a relationship of mutual trust. But mutual expectations are not always completely transparent. For this reason, the following key points are set out in the terms and conditions used by HRpepper.

1. General Principles / Scope of Application

1.1 All legal transactions between the client and HRpepper GmbH & Co. KGaA (HRpepper) shall be governed exclusively by these Terms and Conditions. The version valid at the time the contract is concluded shall apply.

1.2 Our terms and conditions shall also apply to all future business relationships with entrepreneurs and legal entities under public law.

1.3 Conflicting general terms and conditions of the client are only binding for HRpepper if they have been expressly recognised by HRpepper in writing.

2. Components of the Contract, Scope of Services, Amendments to the Contract and Services

2.1 The scope of a specific consultancy assignment shall be contractually agreed on a case-by-case basis.

2.2 Unless explicitly agreed otherwise, the object of the consultancy contract is the agreed consultancy activity, not the achievement of a specific economic result or the production of a work.

2.3 HRpepper’s services have been completed when the necessary analyses, assessments and the resulting conclusions have been completed with the client. It is irrelevant whether or when our conclusions or recommendations are implemented by the client.

2.4 Changes, additions or extensions to the offer, the order, the scope of services/content, the task, the procedure and the type of work results must be made in writing.

2.5 If a written report is to be prepared for the client, in particular for submission to third parties, this must be agreed separately in advance.

2.6 HRpepper is authorised to have the tasks incumbent upon it performed in whole or in part by third parties. The third party shall be paid exclusively by HRpepper itself. There is no direct contractual relationship of any kind between the third party and the Client.

3. Obligation of the Client to Provide Information / Declaration of Completeness
3.1 The client shall ensure that the organisational conditions at its place of business allow the consulting process to proceed as quickly as possible without disruption.

3.2 The client shall also provide HRpepper with comprehensive information about previous and/or ongoing consultations, including in other specialist areas.

3.3 The client shall ensure that HRpepper is provided with all information necessary for the fulfilment and execution of the consulting assignment in a timely manner, even without being specifically requested to do so, and that HRpepper is informed of all processes and circumstances that are relevant to the execution of the consulting assignment. This also applies to all documents, processes and circumstances that only become known during the consultant’s work.

3.4 The client shall ensure that their employees and the employee representation (works council) provided for by law and, if applicable, established, are informed of HRpepper’s activities before they begin.

4. Ensuring Independence
4.1 The contracting parties agree to be mutually loyal.

4.2 The contractual partners mutually agree to take all appropriate precautions to prevent the independence of third parties and HRpepper employees from being jeopardised. This applies in particular to offers of the client for employment or the acceptance of orders on their own account.

5. Protection of Intellectual Property
5.1 Insofar as, in deviation from section 2.2 of these terms and conditions, work services are to be provided within the scope of a consultancy assignment, we shall grant the client a simple, i.e. non-exclusive right of use to the results produced (e.g. concepts, expert opinions or similar), unless expressly agreed otherwise in the contract. The form of the right of use is determined by the specific agreement made in each case. Insofar as the results were not developed by HRpepper, HRpepper regularly only arranges a contract with the third-party provider. The client therefore recognises the terms of use provided by the third-party provider, to which we expressly refer; these are decisive for the scope of the rights granted by the third-party provider.

5.2. Irrespective of the scope of the transfer of rights to the client, HRpepper is in any case permitted to use ideas, concepts, acquired expertise, etc. for further services for other clients.

5.3 The client’s violation of these provisions entitles HRpepper to assert other legal claims, in particular for injunctive relief and/or damages.

6. Claims for Defects for Separate Works
6.1 HRpepper is entitled and obliged to rectify any inaccuracies and faults in its services that become apparent. HRpepper will inform the client of this immediately.

6.2 If – in deviation from Section 2.2 of these Terms and Conditions – the subject matter of the contract includes separately agreed work services in addition to consulting, the following provisions shall apply to claims for defects.

6.3 HRpepper is not responsible for a fault if the fault is based on the task given by the client or the faulty or insufficient co-operation of the client. If the client has interfered with the delivered work result, claims for damages shall only exist if the client proves that his intervention was not the cause of the defect.

7. Liability / Compensation
7.1 HRpepper shall only be liable to the client for damages in the event of gross negligence (intent or gross negligence). Except in the case of intent, our liability for damages is limited to compensation for the foreseeable damage typical for the contract. Insofar as we are liable in cases of simple negligence, however, the following shall apply in any case: for financial losses, a maximum limit of € 50,000 per claim; in the case of property damage, a limit of € 100,000 per claim shall apply in cases of simple negligence. Liability for damages resulting from injury to life, limb or health and product liability shall remain unaffected by the above liability provisions.

7.2 Insofar as our liability for damages is excluded or limited in accordance with the above provisions, this shall also extend to the personal liability of our executive bodies, employees and other staff, representatives and vicarious agents and shall also apply to all claims for culpa in contrahendo, breach of secondary obligations and claims in tort (§§ 823 ff. BGB), but not to claims in accordance with §§ 1, 4 ProdHaftG.

8. Limitation Period

8.1 Insofar as the client’s claims for defects are concerned, these shall become time-barred one year after the start of the statutory limitation period.

8.2 Also excluded are claims for defects by consumers as well as claims for damages due to injury to life, limb or health and/or claims for damages due to grossly negligent or wilfully caused damage by HRpepper. In this respect, the statutory limitation periods shall apply.

8.3 Other contractual claims for breach of duty shall become time-barred one year after the statutory limitation period begins.

9. Confidentiality / Data protection
9.1 HRpepper undertakes to maintain absolute confidentiality about all business matters of which it becomes aware, in particular business and trade secrets as well as any information HRpepper receives about the nature, scope of operations and practical activities of the client.

9.2 Furthermore, HRpepper undertakes to maintain confidentiality towards third parties about the entire content of the project as well as all information and circumstances that it has received in connection with the provision of the consulting services, in particular also about the data of the client’s business partners.

9.3 HRpepper is released from the duty of confidentiality towards employees and third parties (vicarious agents) it uses. However, HRpepper must transfer the duty of confidentiality to them in full and is liable for their breach of the duty of confidentiality as for its own breach.

9.4 The duty of confidentiality extends indefinitely beyond the end of this contractual relationship. Exceptions exist in the case of statutory obligations to give evidence.

9.5 HRpepper processes personal data in accordance with the relevant data protection regulations, in particular the provisions of the EU General Data Protection Regulation (GDPR). Insofar as we process personal data on behalf of the client, we create the necessary legal basis for this and, if necessary, conclude order processing agreements in accordance with Article 28 GDPR.

9.6 The client and HRpepper undertake to treat all business information that is the subject of this contract as strictly confidential and to take all necessary measures to prevent it from being made accessible to third parties or used by them for their own purposes. Employees and other vicarious agents shall also be obligated to do the same.

9.7 The client agrees that HRpepper may name the project as a reference to third parties, both verbally and in writing. Further use of the project results for marketing purposes is possible with the written consent of the client.

10. Fees
10.1 Upon completion of the agreed project, HRpepper will receive a fee in accordance with the agreement between the client and HRpepper. As the contractor, HRpepper is entitled to submit monthly interim invoices according to the progress of the work and to demand instalment payments corresponding to the respective progress. The fee is due upon invoicing by HRpepper.

10.2 HRpepper will issue an invoice authorising input tax deduction with all legally required features.

10.3 If the execution of the agreed project is cancelled for reasons on the part of the client or due to a justified premature termination of the contractual relationship by HRpepper, HRpepper retains the right to payment of the agreed fee less expenses saved.

• Cancellation less than ten working days before the service is provided: 25% of the fee.
• Cancellation less than five working days before the service is to be provided: 50% of the fee.
• Cancellation less than three working days before the service is to be provided: 100% of the fee.

The client is at liberty to prove to HRpepper that HRpepper has incurred no damages or significantly lower damages than the flat-rate fees. If HRpepper’s damages are lower or if the lump sums are not applicable, HRpepper will calculate its damages specifically.

10.4 If an hourly fee is agreed, the fee shall be paid for the number of hours that could be expected for the entire agreed consulting service, less the expenses saved. Unless the Client proves a higher share of saved expenses, these are agreed at a flat rate of 30 per cent of the fee for those services that HRpepper has not yet provided by the date of termination of the contractual relationship.

10.5 In the event of non-payment of interim invoices, HRpepper is released from its obligation to provide further services. However, this does not affect the assertion of further claims resulting from non-payment.

11. Ancillary Costs

11.1 In addition to the remuneration, the necessary and reasonable expenses, travelling expenses and other disbursements incurred in connection with the consultancy assignment shall be reimbursed.

11.2 Unless otherwise agreed, the following travel expense regulations shall apply, including the flat rates stated. Should travelling be necessary, we will charge these costs as follows:

• Daily expenses € 65,-/day (pro rata calculation in case of catering)
• Accommodation costs as incurred
• Travelling expenses: Car € 0,75/km
• Flight: Economy
• Rail: 1st class and surcharge if applicable
• Other means of transport (e.g. hire car) and ancillary costs (e.g. parking fees) according to receipt.

We calculate travelling times separately depending on the duration of the respective journey (one way) as follows:

• 2 to 3 hours flat rate: € 250
• 3 to 5 hours flat rate: 500 €.
• more than 5 hours flat rate: € 1,000.

11.3 Printing and material costs are charged at cost. All amounts are subject to the applicable value added tax.

12. Electronic Invoicing

HRpepper is authorised to send invoices to the Client in electronic form. The Client expressly agrees to the sending of invoices in electronic form by HRpepper.

13. Duration of the Contract

13.1 The respective consultancy agreement shall generally end with the completion of the project.
13.2 Notwithstanding this, the respective consultancy agreement may be cancelled by either party at any time for good cause without notice. Good cause shall be deemed to exist in particular

• if a contractual partner breaches material contractual obligations or
• if a contractual partner defaults on payment after the opening of insolvency proceedings,
• if there are justified concerns regarding the creditworthiness of a contractual partner for whom insolvency proceedings have not been opened and this partner neither makes advance payments at HRpepper’s request nor provides suitable security before HRpepper’s performance and the other contractual partner was not aware of the poor financial circumstances at the time the contract was concluded.

14. Final Provisions

14.1 The contracting parties confirm that they have provided all information in the contract conscientiously and truthfully and undertake to inform each other immediately of any changes.

14.2 Amendments to the contract and these GTC must be made in writing; the same applies to any waiver of this formal requirement. There are no verbal collateral agreements.

14.3 All business and legal relationships between the Client and HRpepper shall be governed exclusively by the laws of the Federal Republic of Germany, excluding the provisions of international private law; the application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.

14.4 The place of fulfilment is the location of the respective branch from which HRpepper operates.

14.5 The assignment of claims to which the Customer is entitled against HRpepper from the business relationship is excluded.

14.6 For disputes arising from the business relationship with merchants and legal entities under public law, the court at HRpepper’s place of business shall have jurisdiction.

Berlin, 06/11/2024