1. These General Terms and Conditions (hereinafter “Terms and Conditions”) regulate the legal relationships between Timberger AG (hereinafter “TB”) and its clients (hereinafter the “Client”). These general provisions apply to all recruitment orders accepted and carried out by TB.

2. In the event of a dispute, special terms and conditions expressly agreed in writing between TB and the client, these conditions, take precedence. If something has not been considered or agreed upon in the special terms and conditions, what is regulated in the general terms and conditions applies.

3. Fees: Our fee is based on a percentage of the candidate's total gross annual compensation in the first year. The total gross annual remuneration is considered annual income following the AHV (Swiss social insurance) gross annual salary, including commission, as well as other monetary benefits that are not subject to AHV (e.g. company car, housing subsidy, flat-rate contributions, and all other remuneration). For the variable part of the salary, 100% target achievement forms the basis for the salary calculation. For the private use of a company car, a flat rate of CHF 12,000 is charged. – added to the gross annual salary. The recruitment fee is performance-based and is due as soon as an employment contract has been concluded between the client and the placed candidate (i.e. regardless of the candidate's actual start date). Payment must be made within 30 days of the invoice being issued (date of default). After the payment period has expired, interest of 5% will accrue without notice. Invoicing is independent of the actual start date of the employment relationship or contract.

4. Unless otherwise agreed between TB and the client, the basic salary for the fee calculation of part-time positions and fixed-term employment contracts is calculated based on the pro-rata annual full-time equivalent salary, non-pro-rata.

5. The mandate will be considered fulfilled, and the client will pay TB the agreed fees even if: the candidate suggested by TB is not hired by the client or the candidate rejects the job offer and this candidate is hired by this client within 12 months of sending the CV to the client. Someone is suggested to a client and the client recommends the person to a third party, regardless of whether they are connected to them in any way or not, and this person is hired by the third party within 12 months of sending the CV to the client by that same client.

6. These conditions also apply if the recruitment is to a position other than that originally intended and regardless of the reasons that led to the conclusion of the contract, in particular (regardless of the timing), 

(1) if the candidate has applied to the client, 

(2) he was approached by the client or 

(3) Third parties referred the candidate. The client undertakes to TB. within 7 calendar days of concluding the contract with the candidate.

7. If the client decides to recruit more candidates than originally provided for in the contract, he will pay TB the corresponding fees for each of the recruited candidates, as agreed in Article 3.

8. If the client terminates the mandate prematurely, all fees agreed in the offer must be paid.

9. Job advertisements are published by TB free of charge on the TB website. After prior approval from the client and as part of the recruitment order, TB will implement a detailed online media campaign. Once the client agrees to the online media package, the advertising order can no longer be withdrawn. The costs for creating the text and design as well as a sensible placement will be charged to the client separately and regardless of success. The payment period is 30 days from the date of invoice (date of default). After the payment deadline has expired, interest of 5% will be due without further reminder.

10. Candidate expenses must be confirmed by the client before they can be taken into account. The client must bear the candidates’ expenses relating to participation in interviews. If the client wishes TB to cover these expenses, TB will pay the candidate in advance on behalf of and for the account of the client. These expenses will be invoiced to the client separately and are due 30 days after the invoice is issued (late payment date). After the payment deadline has expired, interest of 5% will be due without further reminder.

11. TB undertakes to carefully and thoroughly examine the suitability of candidates for the intended role. Despite this, TB's services in no way replace the client's careful examination of the candidate. The client is solely and exclusively responsible for the selection of the candidate, the execution of the tasks assigned to him, the arranging of the necessary medical examinations as well as the obtaining of all employment, residence law and other permits and approvals and for the fulfillment of all tasks assigned to the new employee in the course of his/her work Tasks incumbent upon employment. The client fully indemnifies TB against all claims of candidates, applicants and placed employees as well as third parties involved in the selection and placement of candidates and employees. If the assigned employee does not start work, for whatever reason, TB is not liable for any resulting damages and/or additional expenses. Liability claims of the client are excluded.

12. The Client acknowledges that both parties are separate data controllers for the personal data processed under this Agreement. Each party undertakes to comply with all applicable data protection laws, including the General Data Protection Regulation, the future Electronic Communications Privacy Policy, the Swiss Federal Data Protection Act (DSG) and all laws implementing, supplementing or replacing the above provisions. Any personal information provided by the Company to the Client will be used only for the purposes described in this Agreement and in accordance with the foregoing laws and regulations. The parties shall not knowingly perform their obligations under this Agreement in such a way that the other party breaches any of its obligations under applicable data protection laws.

13. The mutual obligation of confidentiality applies to all information about TB and the Client that is not publicly available and is exchanged between the Client and TB in the performance of the Agreement.

14. Warranty: If the client or candidate terminates the employment contract after signing the employment contract and within three months of the start date, TB will find a replacement candidate at no additional cost. The exchange is subject to the following conditions:

The client informs TB in writing of the end of the employment relationship within seven days of termination.

The end of the employment relationship is not due to a downsizing or other (general) layoff measure, company restructuring, change in management/job description or job content, pregnancy, illness, injury or death of the candidate, pandemic or epidemic.

If TB receives the exclusive order to search for the replacement candidate and does not find the replacement candidate for the agreed position within eight weeks of termination of the contract, the following refund of the fee (excluding retainer, shortlist fee, online media service package) will be made. agreed: 75% of the fee if the employment contract is terminated in the first month; 50% in the second month and 25% in the third month.

15. The client agrees that the above guarantee is limited to one additional search and no further refund or replacement of the replacement candidate can be made. The warranty is valid if the relevant fees are paid within 30 days of the invoice date. In special cases in which a candidate does not take up the employment relationship on their own initiative, TB will send the client a credit amounting to 100% of the fee (excluding retainer, shortlist fee, and online media package). If the client has already paid the invoice, TB will refund the amount to the client by simultaneously issuing a credit note.

16. During the term of the order and for a subsequent period of 12 months, the client will not enter an employment contract or any other contractual relationship with a person who was an employee or representative of TB at the time of the order, unless previously authorized in writing by TB is present. Failure to comply with this clause will result in a penalty of CHF 50,000 for the client, which must be paid within 30 days from the start of the employment relationship with the client.

17. Swiss law applies exclusively to the contractual relationships between TB and the client. The Kreuzlingen District Court is responsible for legal disputes between TB and the client. In addition, TB can appeal to the relevant court at the client's place of residence or place of business.

18. The client confirms that he complies with the international laws and regulations of the European Union (“EU”) or the applicable laws and regulations in Switzerland. If: the client breaches this confirmation or ceases to comply with it at any time during the contractual relationship; or if the contractual relationship concerns a person (natural, legal or governmental) or their beneficial owner included in the EU, UN or other regional sanctions lists or with a country or one of its government bodies subject to such sanctions , is involved or connected, TB is not obliged to provide services to the client and may terminate the performance of the contractual relationship immediately at its sole discretion. In the event of such termination, all unpaid Fees will be immediately due and payable.

Ermatingen, August 2024