These are the General Terms and Conditions (“Terms”) of i-potentials GmbH (“i-potentials”) that will underlie the entire business relationship. Agreements that have been reached during negotiations with the Customer (Search Order / Contract) that deviate from the general Terms will have precedency. However, deviating agreements are invalid, unless they have been approved in writing. If specific terms are altered by agreement, all other terms still remain intact and valid. Contracts between i-potentials and a customer can exclusively be concluded by reaching a notational agreement.
§2 Services of i-potentials
i-potentials will assist the Customer in staffing a job position with professionals and executive managers (Candidates). This includes forwarding resumes and/or similar documents of relevant Candidates to Customers for selective positions. Before this process, i-potentials will pre-select and examine those documents. Moreover, i-potentials will inform the Customer about salary expectations and availability of the Candidates and present a subjective assessment of the Candidate’s personality. If requested, i-potentials will forward credentials and references. Candidates that have been in contact with the Customer within the last 3 months will not suggested by i-potentials. If requested, i-potentials will coordinate interviews with the Candidates and provide their facilities for those interviews.
§3 Obligations of the customer
The Customer will provide i-potentials with all relevant information/documents that are necessary for placing the vacant position. Especially information that i-potentials is allowed to dis-close to the Candidate during the process (for ex. PR/Media kit, job description etc.) has to be provided. The same applies to information that i-potentials is to disclose. The Customer will inform i-potentials of all companies whose employees cannot be nominated as Candidates. The Customer has to give feedback within 5 (five) days after the nomination of a Candidate. The Customer will immediately inform i-potentials if the Customer enters a contractual relationship with a nominated Candidate. The Customer will immediately give written notice of changes to the company name, legal structure, address or billing to i-potentials. The Custom-er is responsible for a final evaluation of credentials, references, certificates and other qualifications of a Candidate.
i-potentials reserves the right to amend these Terms at any time without giving any reasons. i-potentials will inform the Customer and/or Partner in written form about any amendments of the Terms in due time. If the Customer and/or Partner does not object to the validity of the new Terms within two months after the day following the receipt of the notification, the new Terms will be valid henceforth.
The generally accepted provisions set out in the German Federal Data Protection Act (Bundesdatenschutzgesetz) shall be applicable. All information that i-potentials receives from the Customer during the cooperation or during the first contact shall be treated confidentially and with secrecy and shall not be forwarded or disclosed to third parties; this applies in particular to information that is indicated as confidential or that is not publicly known. The Customer is obligated not to pass any resumes, profiles or documents of i-potentials on to third parties or subsidiaries that are not part of the contract with i-potentials. The Customer shall indemnify i-potentials against all claims of candidates or third persons in relation to breaches of data protection provisions committed by the Customer.
The Customer pledges to acquit an individually pre-defined fee in case of entering into a contractual relationship with a Candidate nominated by i-potentials. All fees must be honored plus VAT. Should a Candidate enter into a contractual relationship within 12 months of nomination by i-potentials all honorary claims of i-potentials remain valid. Should a Candidate enter into a contractual relationship for up to three months, i-potentials is entitled to receive 50% of the corresponding fee. The remaining 50% are only due in cases of extension beyond three months of employment or if he/she enters into another contractual relationship with the Customer within 12 months of the initial employment. Honorary claims of i-potentials will also be valid if a nominated candidate enters into a contractual relationship with the Customer for a different position than i-potentials has him/her nominated for (originally). In those cases, the honorary claims for the original positions will be valid. Immediately after a Customer is successfully entering into a contractual relationship with a nominated Candidate, i-potentials is entitled to claim remuneration. All travel expenses arising in the context of mediation have to be covered by the Customer. For this purpose, the Customer will inform i-potentials in the beginning of their cooperation about all applicable travel expense regulations. Should i-potentials and another recruiting agency both mediate the same Candidate to the Customer, the service-provider that has verifiably first explicitly and identifiably communicated the Customer to the Candidate, will be then entitled to claim remuneration.
The Customer will receive an invoice from i-potentials for all provided services of a search process/order, in some cases multiple invoices after temporally disparate due dates/maturities. Each invoice counts as an explicit and genuine payment request. The Customer is accountable to settle the outstanding balance on the listed bank account within 14 days after gaining access to the invoice. Upon expiry of this term, it will count as an event of default without requirement of further notice by i-potentials and more importantly without requirement of a dunning letter. In the event of default, i-potentials is entitled to claim default charges in the amount of 1% per month. The Customer is entitled to take objections in written form to invoiced claims within two weeks, otherwise the invoice will count as accepted
§8 Limitation of Liability; Exclusion of Warranty
Both parties shall only be liable in cases of gross negligence and willful intent of their employees. i-potentials shall not be liable and does not guarantee the legal or factual possibility of employment by the Customer. In particular, i-potentials shall not be held liable if the Candidate has to observe existing notice periods or is bound by any non-competition clause. Moreover, i-potentials shall not be held liable within the context of future work of a Candidate for the Customer.
i-potentials as well as the customer may only terminate the contract by written notification. In those cases, only those fees will be accounted that have arisen until the date of termination. In cases of employment of a candidate that has been nominated by i-potentials within 12 months after the termination of a contract, all honorary claims of i-potentials remain valid.
§10 Closing provisions
These Terms are subject to the laws of the Federal Republic of Germany. The place of jurisdiction is Berlin. Additional agreements and changes to these Terms are invalid, unless they have been approved in writing. If specific terms are altered by agreement, all other terms still remain intact and valid. As from: July 12th 2013