General Terms and Conditions (GTC) for the Provision of Project Services by Randstad Professional Consulting GmbH

Clause 1: Purpose of Regulation and Scope of Application

(1) The contractual partner of these General Terms and Conditions (hereinafter "GTC") and any individual project contracts shall be Randstad Professional Consulting GmbH (hereinafter "Randstad") with its registered office at 65760 Eschborn, Frankfurter Straße 100, HRB 137441. Randstad intends to commission the Contractor with the provision of services for selected customers (hereinafter "Customer"). An engagement shall take place after the conclusion of individual project contracts between Randstad and the Contractor. The individual project contracts shall define the services owed by the Contractor, particularly with regard to content, scope, remuneration, and the expected term. There is no obligation to call upon services.

(2) The parties agree that these GTC shall become part of the contract content of every individual project contract. The respective individual project contract shall have priority application.

(3) The termination of an existing individual project contract does not affect the validity of these GTC.

Clause 2: Execution of the Assignment and Standard of Performance

(1) The Contractor shall provide the services described in the individual project contract in connection with the execution of the customer project contract between Randstad and the Randstad customer designated in the individual project contract, and the end customer (companies or parts of companies, hereinafter "End Customer"). The Contractor shall act as a subcontractor for Randstad. The Contractor is not entitled to represent Randstad vis-à-vis the Customer or the End Customer or to perform acts with effect for or against Randstad vis-à-vis the Customer or End Customer.

(2) The Contractor shall provide its services on its own responsibility and is not subject to any instructions from Randstad or Randstad's customers in terms of professional, local, and temporal aspects, or regarding the choice of its place of activity, but shall observe requirements necessary for the contractual provision of the project services specified in the individual project contract. If the provision of the service on-site is objectively necessary and Randstad is contractually obliged to the Customer to provide the service on-site, the Contractor shall work at the location agreed upon in the individual project contract. The Contractor shall take into account the interests of the Customer and the End Customer and adhere to their technical guidelines and safety regulations.

(3) The Contractor must inform Randstad immediately if, for any reason, it (i) does not commence its activity with the Customer or End Customer, (ii) discontinues it, or (iii) is rejected by them. The contractual parties agree that no right to non-commencement or discontinuation of the activity can be derived from the aforementioned notification obligations.

(4) Randstad shall not provide any work equipment or work premises for the provision of the service. The Contractor shall bear the costs incurred during the execution of the assignment itself, unless otherwise agreed in the individual project contract.

(5) The Contractor warrants to provide services as an independent entrepreneur. It shall provide its services itself or through its own employees, independent subcontractors, or their employees (hereinafter jointly "Service Provider") named in the individual project contract or selected by it, observing at least equivalent skills (e.g., qualifications, experience), and shall prove the equivalence upon Randstad's request. The Contractor warrants that it and any Service Providers possess the qualifications communicated by it to Randstad (e.g., in the Randstad profile). If a Service Provider is replaced due to the absence of communicated or proven qualifications, the time for training another Service Provider in projects already begun or for a handover from the Contractor cannot be invoiced. The training period will be coordinated between the Contractor and Randstad on a case-by-case basis, taking into account the interests of the Customer and the End Customer.

(6) The Contractor undertakes to commit any Service Providers in writing to comply with the provisions of these GTC (especially regarding confidentiality, data protection, and customer protection) as well as the provisions of the individual project contract before their deployment, and shall provide proof of compliance with this obligation to Randstad upon request.

(7) The Contractor shall provide its services according to the principles of proper professional practice and utilizing the current state of science and technology. It shall immediately provide Randstad with written information about the project status upon request, so that Randstad can ensure that the assignment between Randstad and the Customer is carried out properly.

Clause 3: Remuneration and Credit Note Procedure

(1) In case of remuneration based on time spent, the Contractor shall record its services precisely to the minute. The Contractor shall submit proof of services to Randstad in the form required by the individual project contract and in the Randstad portal provided for this purpose. The Contractor undertakes to submit proof of the services rendered to Randstad via the Randstad portal (i) on the last working day of a service month, but no later than the 3rd working day after the end of the service month, or (ii) in the case of § 3 (1) sentence 5 of the GTC, immediately after acceptance of the services. The Contractor's claim to remuneration shall only arise upon receipt and in accordance with a complete, factually correct proof of service provided with all information required for processing and confirmed by the Customer's project manager in the Randstad portal. Should acceptance be necessary, the claim to remuneration shall not arise before its execution. The application of § 648 BGB (German Civil Code) is excluded.

(2) For billing services to Randstad, the Contractor shall use the Randstad portal, to which it gains access by consenting to the GTC. The Randstad portal is the technical basis for recording and transmitting the Contractor's services, obtaining customer approvals, and for billing.

(3) Remuneration is only owed for services actually rendered. Times during which the Contractor is not working, particularly due to vacation, illness, etc., are not remunerated. The application of § 616 BGB is excluded. If a maximum volume is agreed, the maximum conceivable amount of the Contractor's possible claim to remuneration is limited to the amount resulting from the remuneration rate multiplied by the maximum volume. If an approximate volume is agreed, the maximum conceivable amount of the Contractor's possible claim to remuneration is not limited, but the Contractor is obliged to inform Randstad in advance if the approximate volume is exceeded by more than 10%. In both cases, Randstad is not obliged to call upon services from the Contractor.

(4) The agreed remuneration is in each case plus the statutory value-added tax, if applicable. Bank charges for international transfers shall be borne by the Contractor.

(5) Randstad and the Contractor agree on billing via the credit note procedure. Randstad, as the recipient of the services, does not receive an invoice. Randstad undertakes to issue a credit note in accordance with § 14 (2) sentence 2 UStG (German Value Added Tax Act) in the amount calculated according to § 3 (3) and transmit it to the Contractor immediately after changing to the “approved” status in the Randstad portal. Should the proofs of service not be received within four months (i) after the end of the service month or (ii) in the case of § 3 (1) sentence 5 after a required acceptance, Randstad's obligation to settle accounts via the credit note procedure shall lapse. The Contractor's right to issue an invoice for demonstrably rendered services remains unaffected. If Randstad does not settle accounts via the credit note procedure, the agreed payment periods shall not begin to run before Randstad receives a proper, auditable invoice from the Contractor.

Clause 4: Necessary Permits, Taxes, and Levies

(1) The Contractor shall be responsible for obtaining all permits necessary for the acceptance and contractual and legal provision of the services owed by it (e.g., residence permit, work permit), even if these relate to Service Providers, and shall maintain them for as long as necessary. The Contractor warrants compliance with this obligation and shall provide proof of compliance upon request.

(2) The Contractor is responsible for the taxation of the remuneration itself and must bear any applicable social security contributions itself. The Contractor is also responsible, in particular, for the payment of value-added tax, if applicable, on its services.

Clause 5: Warranty and Liability

(1) The statutory provisions shall apply, unless otherwise stipulated in the respective individual project contract. If Randstad is held liable by Customers or End Customers in connection with a defective service provided by the Contractor or damage for which the Contractor is responsible, the Contractor shall also support Randstad free of charge in defending against or fulfilling the claims.

(2) The Contractor should take out sufficient liability insurance (i.e., in particular covering the legal consequences of poor performance) to cover the risks associated with the execution of an individual project contract.

(3) The Contractor shall indemnify Randstad against claims by third parties asserted against Randstad in connection with the provision of services by the Contractor or a Service Provider deployed by it. This does not apply if the Contractor is not responsible for the fact that Randstad is held liable by third parties.

Clause 6: Confidentiality and Data Protection

(1) The Contractor is obliged towards third parties to maintain confidentiality regarding all information obtained in connection with the initiation and execution of the assignment – this includes operational matters, business processes, know-how made accessible, documents, records, data, as well as the content of these general terms and conditions and the individual project contract to be concluded – (hereinafter jointly "Confidential Information"). Confidential Information, regardless of whether it originates from Randstad, the Customer, the End Customer, or a third party, must be treated confidentially and stored carefully. Exploitation and/or use of any kind for purposes other than the fulfillment of the contract is only permissible with Randstad's consent.

(2) The obligation of confidentiality shall continue indefinitely after the termination of an individual project contract. Randstad shall waive compliance with the obligation of confidentiality if the Contractor provides written notification of a legitimate interest and the interests of Randstad, the Customer, and the End Customer are preserved.

(3) § 6 (1) and (2) do not apply to such Confidential Information (i) which was already known to the Contractor before the conclusion of this project contract without the involvement of Randstad, (ii) which was or becomes known or accessible to the public without the involvement of the Contractor, or (iii) whose disclosure the Contractor is effectively obliged to by courts or authorities. The Contractor must notify Randstad immediately of an obligation to disclose pursuant to sentence 1 (iii), provided this is not legally inadmissible.

(4) Randstad is not involved in data protection matters vis-à-vis the Customer and/or the End Customers when the Contractor provides the services, and does not take precautions to comply with the data protection obligations that may apply to the Contractor. If the Contractor gains access to personal data of the Customer and/or the End Customer or processes personal data of the Customer and/or the End Customer as part of the provision of the services, it must ensure that it fulfills all data protection obligations applicable to it. Furthermore, the Contractor shall take all data protection measures required by Randstad and/or the Customer and/or End Customer and necessary according to applicable data protection law (including, if necessary, the conclusion of a data processing agreement with Randstad or the Customer or End Customer). The Contractor shall provide proof of compliance with its data protection obligations to Randstad upon request.

Clause 7: Work Results and Rights of Use

(1) Due to the contractual relationship between Randstad and its customers, Randstad is obliged to grant the rights to the work results to them. The following regulations on the granting and transfer of rights to work results serve exclusively the purpose of enabling Randstad, through the Contractor, to grant and transfer these rights to the Customer accordingly. 

Work results include all (i) information, documents, and records, (ii) files, data collections, and data processing programs in source and object form, (iii) ideas, procedures, specifications, images, and (iv) work results protected by an industrial property right or accessible to such protection, created or otherwise produced by the Contractor, its employees, the subcontractors deployed by the Contractor, or their employees during, on the occasion of, or in connection with the fulfillment of the contract.

(2) The Contractor transfers to Randstad the ownership of all work results created within the scope of an individual project contract. The Contractor also grants Randstad the non-time-limited, geographically unrestricted, irrevocable, exclusive, and transferable right to use and exploit all work results in any manner and for all purposes. This grant of rights includes, in particular, the right to (i) reproduce the work results on any media, (ii) market and distribute, advertise, modify, edit, and translate them under any name, (iii) publish and use the modifications, edits, or translations, (iv) transmit them by wire or wirelessly (also in the interactive area) and to feed them into databases and electronic networks for this purpose, store and keep them ready there, and make them accessible to the public or closed user groups, including via networks, in the cloud, and by storage on any end devices. The grant of rights also includes the right to rent the work results to third parties and to grant sublicenses to each of the designated rights. The Contractor hereby also grants Randstad the right to reproduce, distribute, and publicly reproduce the databases contained in the work results in total or in a part essential in nature and scope, as well as all other rights held by the creator of a database.

(3) The use of open-source software is only permitted if the Contractor informs Randstad of the use in writing beforehand and Randstad grants written consent for the use of the open-source software. If the Contractor provides services using open-source software, it must observe the respective applicable license provisions. Notwithstanding § 7 (2), the nature and scope of the rights of use (granted to Randstad) to work results in whose creation open-source software is used shall be governed exclusively by the license provisions applicable to the respective open-source software, to the greatest extent possible according to their terms. If the use of open-source software concerns only technically independent parts of the work results or if the relevant open-source license permits its application restricted to specific parts of the work result for reasons other than technical independence, sentence 3 only applies to these parts of the work results, and § 7 (2) remains applicable otherwise.

(4) Randstad is entitled to the undisturbed use of the work results created within the scope of an individual project contract and is entitled, in particular, to exercise the right of publication, the right to acknowledgment of authorship, the right to name attribution, the right to prohibit distortion, the right of access to individual works, and the copyright rights of recall on behalf of the Contractor.

(5) This § 7 shall apply accordingly to the transfer of the right to the patent, the claim to the granting of the patent, and the right under the patent, if and to the extent that work results contain corresponding inventions.

(6) Randstad does not owe any separate remuneration for the granting and transfer of rights in this agreement; these are settled with the remuneration agreed upon in the individual project contract. Proceeds achieved from the exploitation of rights shall accrue exclusively to Randstad.

Clause 8: Rights of Third Parties

The Contractor warrants that the services and work results provided by it are free from third-party rights that exclude or restrict their use by Randstad, the Customer, and/or the End Customer. If the use is restricted or prohibited due to third-party rights, the Contractor must, at its option, modify the work results in such a way that, while maintaining the purpose of the contract, they no longer fall under the rights of third parties, or it must procure the necessary rights of use for Randstad. The Contractor shall bear the additional expenses. The assertion of defect rights or claims for damages according to § 5 remains reserved.

Clause 9: Return of Items

The Contractor shall carefully store all documents, schedules, files, or similar items (hereinafter jointly "Items") created or received in connection with the fulfillment of the contract and protect them against access by third parties. The Contractor shall, upon Randstad's request at any time and without being prompted after the termination of the cooperation, (i) return all Items received by the Contractor from the End Customer to the End Customer and (ii) hand over all other Items created in connection with the fulfillment of the contract or received from the Customer to the Customer.

Clause 10: Termination 

(1) The term and the right to ordinary termination of an individual project contract shall be regulated in the individual project contract; it ends no later than the expiry of the time for which it was entered into.

(2) An individual project contract may be terminated without observing the ordinary notice period regulated in the individual project contract if (i) the Customer does not or no longer accepts the provision of services by the Contractor or a Service Provider deployed by it, unless Randstad is responsible for this, (ii) the customer project contract is not concluded or is terminated prematurely, unless Randstad is responsible for this, (iii) a circumstance occurs in the person of the Contractor or a Service Provider deployed by it that excludes the continuation of the provision of services, (iv) the Contractor or the Service Provider deployed by it is unwilling or unable to provide the necessary proof of the payment of taxes and levies – the proof is considered provided upon submission of a tax clearance certificate to Randstad – or (v) Randstad demands reasonable changes to an individual project contract to adapt it to the customer project contract, but the Contractor refuses to agree to such reasonable contractual changes.

Clause 11: Compliance with the Minimum Wage Act

(1) The Contractor warrants compliance with the regulations of the Act on the Regulation of a General Minimum Wage (Minimum Wage Act) and shall prove this upon Randstad's request. It undertakes to pay its employees at least the statutory minimum wages and to only commission subcontractors who have also committed themselves to paying their employees at least the statutory minimum wages.

(2) The Contractor shall indemnify Randstad against all claims by third parties asserted against Randstad based on or in connection with the violation of the Minimum Wage Act by the Contractor or the Contractor's vicarious agents.

Clause 12: Final Provisions and Severability Clause

(1) Amendments, supplements, and terminations of individual project contracts or contract appendices require written form or electronic form to be effective. This also applies to the waiver of the written form requirement. Transmission by fax or e-mail is sufficient to comply with the written form; a simple electronic signature is sufficient to comply with the electronic form. Terminations can be transmitted by e-mail, provided the termination is sent to the recipient addresses provided by the parties for this purpose. Terminations to Randstad must be sent exclusively to billingsupport@randstad.de. Terminations to the Contractor must be sent to the e-mail address of the administrative contact person communicated by the Contractor in the supplier master data sheet.

(2) These GTC, including their updates through later amendments, as well as the individual project contracts concluded with the Contractor, contain the entire agreements of the parties regarding the respective subject matter of the contract. Contractual terms of the Contractor that deviate from this (e.g., general business, delivery, or other contractual terms) as well as verbal agreements are not applicable.

(3) These GTC are subject to German law. The contract language is German. The applicability of the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded. The exclusive place of jurisdiction is Munich, insofar as the Contractor is a merchant or has no place of jurisdiction in Germany. However, Randstad has the right to sue the Contractor at its general place of jurisdiction as well.

(4) Should these GTC be wholly or partially invalid or unenforceable, the remaining provisions shall remain unaffected. The void or ineffective provisions shall automatically be replaced by the legally valid provisions that come closest to the economic purpose intended. This also applies in the event of a regulatory gap.

Status: 01.02.2025