Terms and Conditions

of the sole proprietorship

ERTLER EXECUTIVE SEARCH – David Oliver Ertler

Due to reasons of better understanding and easier readability, as far as the terms used in the present text refer to natural persons in male form, they include both men and women.

I. Jurisdiction

1.1. These General Terms and Conditions (hereafter referred to as GTC) regulate the mutual rights and obligations for all present and future business relationships between the sole proprietorship ERTLER EXECUTIVE SEARCH – David Oliver Ertler and their customers and apply, unless otherwise agreed in writing in individual cases. Verbal agreements require the written confirmation of the sole proprietorship ERTLER EXECUTIVE SEARCH – David Oliver Ertler in order to be legally effective. This requirement of written form can only be waived by a written agreement.

1.2. The sole proprietorship ERTLER EXECUTIVE SEARCH – David Oliver Ertler declares that they want to contract exclusively on the basis of these GTC. The general terms and conditions shall be deemed accepted as of the conclusion of the contract. The terms and conditions of the sole proprietorship ERTLER EXECUTIVE SEARCH – David Oliver Ertler also apply to a future business between the contracting parties, even if there is no further reference in the future conclusion of a contract.

1.3. The general terms and conditions can be changed at any time. The most current version valid upon conclusion of the contract is to be applied.

II. Headhunting and Executive Search / Job specifications

2.1. The sole proprietorship ERTLER EXECUTIVE SEARCH – David Oliver Ertler provides services in terms of recruiting specialists and executives predominantly in the upper management and pursues both national and international orders, whereby they usually start looking for candidates when it comes to positions with a six-figure annual salary. The main objective is the placement of a candidate within a period of 30 days but there is no obligation to name a candidate within this period.

2.2. The written offer and the order confirmation specify the scope of the services to be performed by the sole proprietorship ERTLER EXECUTIVE SEARCH – David Oliver Ertler. If a detailed description of the services to be provided is not given, the conditions within the GTC apply exclusively. The sole proprietorship ERTLER EXECUTIVE SEARCH – David Oliver Ertler only operates due to an exclusive assignment. The customer guarantees that the sole proprietorship ERTLER EXECUTIVE SEARCH –

David Oliver Ertler is the only recruitment agency commissioned to implement this order / project.

2.3. The customer undertakes to provide all necessary data and documents in the form of a job profile consisting of a job description, a professional and personal qualification profile as well as the annual gross income of the job vacant for a placement agreement.

2.4. If an applicant resigns within a period of three months after starting work and in the case that the employment relationship is resolved by the applicant, the sole proprietorship ERTLER EXECUTIVE SEARCH – David Oliver Ertler, will place one additional applicant for the same job without requesting another fee. Any related cash expenditures have to be paid by the customer. In the case of significant changes in the job profile and / or the annual gross salary, there will be a subsequent charging.

III. Offer

All offers and information on offers by the sole proprietorship ERTLER EXECUTIVE SEARCH – David Oliver Ertler are always non-binding and without obligation in terms of provision or availability of the service, unless otherwise specified. Writing and printing errors cannot be excluded. The binding period for a quotation is one month.

IV. Fee // (Cash) Expenditures

4.1. The sole proprietorship ERTLER EXECUTIVE SEARCH – David Oliver Ertler provides their services exclusively on the basis of a fixed fee – there is no performance-related remuneration for the provision of services.

4.2. The consulting fee for recruitment amounts to 25% of the gross annual salary of the vacant position (including overtime arrangements, non-cash benefits, bonuses, commissions and other variable compensation components or pay-related components such as stock options, bonuses, etc.). The fee claim is due in three (equal) parts:

i. The first part is due when the order is placed;

ii. The second part when a placement proposal is made;

iii. When the contract of employment, whether on a freelance or an employee basis, is concluded between the customer and one or more placed applicants, the activity of the sole proprietorship ERTLER EXECUTIVE SEARCH – David Oliver Ertler is successfully completed and the third part of the fee is to be paid.

4.3. If a candidate nominated by the sole proprietorship ERTLER EXECUTIVE SEARCH – David Oliver Ertler is employed directly by the client or a closely related company or as a freelancer within 12 months, the sole proprietorship ERTLER EXECUTIVE SEARCH – David Oliver Ertler is entitled to payment of the entire agreed fee.

4.4. Incurred travel expenses of the sole proprietorship ERTLER EXECUTIVE SEARCH – David Oliver Ertler and the applicants are additionally billed, whereby the amount of costs is determined by Austrian tax deductible travel expenses of entrepreneurs. Notwithstanding the above, travel and accommodation expenses and other travel / hospitality costs are in each case paid by the customer to the extent of the actual expenses (which are proven by means of receipts). The costs for advertising in terms of the selected medium will be calculated according to the respective valid advertising rate.

4.5. If, for any reason whatsoever, the contractual relationship of a customer is terminated (prematurely) and in the case that the sole proprietorship ERTLER EXECUTIVE SEARCH – David Oliver Ertler has already provided services, the already paid part of the fee claim will not be refunded to the customer.

V. Billing / Terms of payment / Complaints / Default

5.1. Each contracting party of the sole proprietorship ERTLER EXECUTIVE SEARCH – David Oliver Ertler receives the (partial) invoice electronically to the provided e-mail address. The contracting party waives postal delivery of the invoice and as a receiver ensures that all electronic transmissions of invoices by e-mail by the sole proprietorship ERTLER EXECUTIVE SEARCH – David Oliver Ertler can be duly delivered to the given e-mail address and that technical devices such as filter programs or firewalls are adapted accordingly. Automated electronic replies to the sole proprietorship ERTLER EXECUTIVE SEARCH – David Oliver Ertler (e.g. out of office notices) cannot be considered and do not preclude a valid delivery.

Changes of the e-mail address to which invoices were sent will be immediately communicated in writing to the sole proprietorship ERTLER EXECUTIVE SEARCH – David Oliver Ertler by the customer. Submissions of invoices of the sole proprietorship ERTLER EXECUTIVE SEARCH – David Oliver Ertler to the e-mail address last announced by the customer shall be considered as received if the customer has not announced a change of his e-mail address.

The customer can revoke the electronic sending of the invoice by e-mail any time. Upon receipt and processing of the written notification to the sole proprietorship ERTLER EXECUTIVE SEARCH – David Oliver Ertler, the customer will in future receive invoices by mail to the last specified postal address. The sole proprietorship ERTLER EXECUTIVE SEARCH – David Oliver Ertler reserves the right to change the delivery status of invoicing via e-mail due to important reasons and may independently submit the invoice to the last known postal address.

5.2. Payment must be made within a period of 14 days from receipt of the invoice to the specified bank account, whereby the sole proprietorship ERTLER EXECUTIVE SEARCH – David Oliver Ertler must be able to dispose of the invoice amount at the end of the period. All bank charges are at the expense of the customer without any exception. In case of default, the sole proprietor ERTLER EXECUTIVE SEARCH – David Oliver Ertler is entitled to charge a statuary default interest. In addition, the customer undertakes to pay all costs incurred for the purposeful pursuit or enforcement of the claim in the event of default (e.g. pre-trial costs of a lawyer or debt collection agency, etc.). Incoming payments are credited first to interest and costs and in the end to the mere invoice amounts.

5.3. Should the invoice recipient fail to pay the invoice sent to him in due time, the sole proprietorship ERTLER EXECUTIVE SEARCH – David Oliver Ertler reserves the right to postpone current or further orders of the defaulting customer until the due amounts are paid.

5.4. Invoice queries must be made in writing and will only be accepted within 8 days from the issued invoice date.

5.5. In the case of applying the reverse charge by the foreign entrepreneur, the latter undertakes to record this revenue in the course of his advance turnover tax declaration and to report it to his tax authority.

 VI. Termination

A recruitment agreement may be terminated by either party at any time without further notice. If a service or employment contract shall be established between the customer and a candidate placed by the sole proprietorship ERTLER EXECUTIVE SEARCH – David Oliver Ertler after termination of the agreement, the customer must still pay the entire consulting fee.

VII. Force majeure

For events of force majeure, which significantly impede the contractual performance or which temporarily obstruct or prevent the proper execution of the contract, the sole proprietorship ERTLER EXECUTIVE SEARCH – David Oliver Ertler is not liable. Force majeure includes all circumstances independent of the will and influence of the sole proprietorship ERTLER EXECUTIVE SEARCH – David Oliver Ertler – such as natural disasters, government measures, authority decisions, blockades, war and other military conflicts, mobilization, civil unrest, terrorist attacks, strikes, lockouts and other labor disturbances, seizure, embargo or other circumstances that are unpredictable, serious and not the liability of the sole proprietorship ERTLER EXECUTIVE SEARCH – David Oliver Ertler and which occur after conclusion of the contract. Provided that the sole proprietorship ERTLER EXECUTIVE SEARCH – David Oliver Ertler is prevented from performing their contractual obligations by force majeure, this shall not be a breach of contract. As soon as it is certain that the force majeure lasts more than 6 months, each contracting party is entitled to terminate the contract by registered letter.

VIII. Confidentiality

8.1. The sole proprietorship ERTLER EXECUTIVE SEARCH – David Oliver Ertler undertakes to perform every consulting contract with complete confidentiality and to treat all information communicated to him by the client in the course of the cooperation confidentially; this obligation is passed on to all existing employees and contractual partners, which the sole proprietorship ERTLER EXECUTIVE SEARCH – David Oliver Ertler employ to fulfill their core activity.

8.2. The customer is not allowed to contact the candidate’s previous or current employer unless the candidate gives his consent.

8.3. The customer will be provided with confidential information on the applicants that is just indented for him. The customer undertakes not to misuse the applicant’s data or to pass them on to third parties; as far as personal data are concerned; these are processed by the customer in compliance with the relevant provisions of the protection of personal data.

8.4. Applicant files which are provided to the customer remain the property of the sole proprietorship ERTLER EXECUTIVE SEARCH – David Oliver Ertler; in case of non-use these are to be returned and must not be passed on to third parties.

8.5. The customer shall hold the sole proprietorship ERTLER EXECUTIVE SEARCH – David Oliver Ertler harmless in the event of any breach of the obligations defined in this section, for any directly or indirectly arising damages, costs or expenses (including attorney’s fees) of the sole proprietorship ERTLER EXECUTIVE SEARCH – David Oliver Ertler, due to the unauthorized disclosure, transmission, processing or publication of this information or data by the customer or by a person to whom the customer has disclosed this information.

IX. Disclaimer

9.1. The sole proprietorship ERTLER EXECUTIVE SEARCH – David Oliver Ertler is not liable for the success of the consulting activity or for meeting deadlines and can interrupt or discontinue consulting activities at any time without reasons. For damages, due to false statements or the violation of a possible secrecy obligation of applicants in interviews, all liability is excluded.

9.2. The activity of the sole proprietorship ERTLER EXECUTIVE SEARCH – David Oliver Ertler does not release the client from the responsibility to check the suitability of the applicant. By concluding the employment contract with the applicant, the customer is solely responsible for the selection decision. The sole proprietorship ERTLER EXECUTIVE SEARCH – David Oliver Ertler and any vicarious agents are not liable for claims and damages resulting from the unsuitability of the applicant. No liability will be accepted for a certain success in the conclusion of an employment relationship or for damages caused by applicants.

9.3. The liability of the sole proprietorship ERTLER EXECUTIVE SEARCH – David Oliver Ertler is limited to damages caused by intent or gross negligence, irrespective of the legal grounds. Excluded is the liability for slight negligence, the replacement of consequential damage and financial loss, not realized savings, interest losses and damages from claims of third parties against the customer. However, these limitations of liability do not apply to damages to body and health or loss of life of the customer or claims arising from the Product Liability Act, attributable to the sole proprietorship ERTLER EXECUTIVE SEARCH David Oliver Ertler. In general, liability claims are limited to foreseeable damage typical of the contract and in total to an amount of damage that does not exceed the total fee paid by the customer for this order.

X. Data protection

The sole proprietorship Ertler Executive Search – David Oliver Ertler attaches great importance to the protection of their customers’ personal data. Hence, data protection is a high priority of the sole proprietorship Ertler Executive Search – David Oliver Ertler and in respect of collection, processing and use of data, strictly follows the legal regulations of the relevant provisions on the protection of personal data.

10.1. All personal data of customers are exclusively processed in order to fulfill the placed order or to present a candidate to the client for the job vacancy at the client. Personal data will only be processed and transmitted to applicants to the extent necessary for the successful placement of an applicant.

10.2. The customer is informed that at http://ertlerexecutivesearch.com/ he can retrieve the privacy disclosure, fully explaining the processing of personal data of the customer by the sole proprietorship ERTLER EXECUTIVE SEARCH – David Oliver Ertler.

XI. Applicable law/ Place of jurisdiction / Transfer of contract

11.1. The legal relations between the contracting parties are governed exclusively by Austrian law. The provisions of the UN Purchase Law are not applicable.

11.2. For any disputes arising from the contractual relationship, the contracting parties agree on the exclusive jurisdiction of the appropriate court in Graz; for all legal actions arising from this contract taken against a consumer who has his domicile, habitual residence or place of employment in the country, such court shall have local jurisdiction in whose district the consumer has his domicile, habitual residence or place of employment.

11.3. The place of performance for the provided services is the registered office of the sole proprietorship ERTLER EXECUTIVE SEARCH – David Oliver Ertler.

11.4. The contracting parties undertake to transfer concrete provisions to any legal successors.

XII. Severability

Any ineffectiveness of individual provisions shall not affect the validity of the remaining General Terms and Conditions. The ineffective provision shall be replaced by an effective one that economically comes closest to the invalid provision in terms of its meaning and purpose.

 

 

Status: April 2018