GTC Recruitment

General Terms and Conditions of the hostess GmbH

as amended on 29 June 2022

1. Scope

1.1 These General Terms and Conditions apply to all contracts concluded between

the hostess GmbH

Kreuzstraße 34

33602 Bielefeld

Phone +49 521 384 909 65

Email info@the-hostess.de

Managing Director Markus Demir

Local Court (Amtsgericht) Bielefeld, HRB 44840

VAT ID DE352636553

hereinafter the “Agency”

and its customers. Where the underlying contract contains provisions that conflict with these terms, the contractual provisions take precedence.

1.2. General terms and conditions of the Customer only become part of the underlying contractual relationship if and to the extent that the Agency expressly agrees to them in writing.

1.3. The contract language is German.

2. Conclusion of contract, general conditions

2.1. The Customer can contact the Agency either by filling in the contact form on the website, by email or by phone, and explain to what extent and for what purpose they intend to use the Agency's services.

2.2. The parties then negotiate the contract terms orally or in text form. Based on the Customer's enquiry, the Agency submits an offer to the Customer orally or in text form, which the Customer can accept. The contract between the parties comes into being upon the Customer's acceptance.

2.3. Electronic form is sufficient for the conclusion of the contract.

3. Subject matter of the contract

3.1. The Agency's main service is the placement of Contractors for the performance of personal services on behalf of the Customer. Depending on the Customer's wishes, these Contractors can in particular be mainly hostesses, and in individual cases also presenters, promoters and / or models. In doing so, the Agency handles the placement and the communication with the Contractor and bills this placement service to the Customer in the agreed amount. The exact content of the service owed by the Agency results from the respective order form.

3.2. The Contractor invoices the Customer directly for the Contractor's personal service. The Agency does not itself invoice the Contractor's personal services. After the order has been fully completed, the Contractor sends their invoice, issued to the Customer, to the Agency. On the basis of the Contractor's invoice, the Agency calculates the placement fee payable to it. The invoices are then sent collectively to the Client.

3.3. If a placement into an employment relationship is made, the Agency's activity is likewise limited to brokering contact. In particular, the Agency is not responsible for determinations of a social security, pension insurance or employment law nature. In this case, the Contractor alone is liable for entering into and performing the contract.

3.4. Outside any framework working hours that may have been set, as well as training sessions or specific appointment arrangements, the placed Contractor is free to organise their activity and is not subject to the Customer's instructions. This does not apply if a Contractor is placed into an employment relationship.

3.5. The Customer must ensure that the Contractors are informed extensively and in detail about the scope of their personal services. The Customer must ensure this through correspondingly detailed instructions, training and briefings. The costs of the proper instruction are borne by the Customer. Where special equipment of the Contractor is required to perform personal services, the Customer is itself responsible for providing it at its own expense. The equipment provided by the Customer, including any outfits, must be returned no later than the last day of the engagement. The responsibility for this lies solely with the Customer. Any liability of the Agency is excluded.

3.6. In the case of several booking days, the Customer must ensure that the Contractor observes the statutory rest periods between the individual service periods.

3.7. The approval and recognition of the Contractor with regard to the performance of personal services do not fall within the Agency's sphere of risk.

3.8. The Contractors only have to perform those services whose performance was agreed between the Agency and the Customer and which result from the corresponding order form. Beyond that, the Contractor is only obliged to carry out the work customary in connection with the presentation of goods and/or services. Further work, in particular work that affects the Contractor's intimate and personal sphere, may be refused by the Contractor without further justification, without this affecting the remuneration payable by the Customer.

3.9. The Contractors are not obliged to perform personal services at any location other than the agreed place of engagement.

3.10. The Client undertakes to ensure respectful and professional treatment of the Contractors placed by the Agency. Any form of harassment, in particular sexual harassment, inappropriate advances, unwanted private contact as well as discriminatory or abusive behaviour, is prohibited. This also applies to employees and other persons deployed by the Client.

3.11. If a corresponding incident occurs during an engagement, the Agency must be informed immediately. The Contractors concerned are entitled to remove themselves immediately from a harassing or abusive situation. If continuing the engagement under reasonable conditions is not possible, the engagement can be terminated after informing the Agency. Further contractual and statutory claims remain unaffected.

3.12. The Customer is not permitted to make booking changes and/or additions with Contractors by bypassing the Agency, unless the Agency has agreed to these changes in advance.

4. Prices, payments

4.1. The remuneration for the Agency's services is determined by the Customer and the Agency within the framework of the respective individual order.

4.2. The basis of the calculation is regularly the placement or agency commission, based on the Contractor's remuneration, the costs for the transfer of usage rights (“Buyout agreement”) and other fees such as contributions to the Artists' Social Insurance Fund (Künstlersozialkasse), unless the Customer has its own levy number. The Contractor will invoice the Contractor's fee as well as travel and catering costs incurred directly to the Customer.

4.3. If the Contractor is placed into an employment relationship, the Customer pays the remuneration directly to the Contractor. The agency commission is based on the amount of the remuneration paid plus buyouts. The commission always becomes due for the entire duration of the Contractor's activity. The Customer is obliged to provide the Agency at any time upon request with information on the amount of the remuneration and the duration of the employment.

4.4. Unless agreed otherwise in the contract, the agency commission for carrying out placement services is 20% of the total amount of the agreed fee of the Contractor and the associated buyout agreements.

4.5. Prices are always in euros (€) plus the statutory value added tax applicable at the time of invoicing.

4.6. Services of the Agency that are not expressly covered by the agreed fee must be remunerated separately.

4.7. The Agency is entitled to demand an advance payment of 50 to 100 % of the total amount stated in the order confirmation. If a requested down payment is not made by the Customer in time, the Agency is entitled to withdraw from the concluded contract or can withhold the service until payment has been made in full.

4.8. Invoices are due immediately and without deduction. Where a mandate has been granted, outstanding amounts are collected by the Agency. The time of receipt of payment is always the credit to the Agency's account, not the dispatch of the amount by the Customer.

5. Set-off, right of retention

5.1. The Customer can only set off against claims of the Agency if the corresponding counterclaims have been finally established, are undisputed or have been acknowledged by the Agency. This does not apply to consumers within the meaning of Section 13 of the German Civil Code (BGB).

5.2. A right of retention can only be asserted on the basis of counterclaims arising from the respective legal relationship. This does not apply to the right to refuse performance under Section 320 BGB.

6. Expenses

6.1. The Customer is obliged to provide the Contractor placed by the Agency with a sufficient amount of catering free of charge.

6.2. If the Customer does not comply with this obligation, the Agency is entitled to charge the Customer expenses at the currently applicable statutory rate per Contractor.

7. Termination, cancellation

7.1. The early termination of the contractual relationship obliges the Customer to pay the agreed remuneration for services rendered in accordance with the following paragraphs. This also includes the costs resulting from preparatory actions.

7.2. If the Customer withdraws from the order placed, or if there is a full or partial cancellation, the Agency may demand, without prejudice to the possibility of asserting higher actual damage

• up to 6 weeks before the start of the event 0 % / per person
• 6 to 4 weeks before the start of the event 30 % / per person
• 4 weeks to 1 week before the start of the event 80 % / per person
• less than 1 week before the start of the event 100 % / per person

of the costs incurred for processing the order and of the lost profit.

The lost profit includes both the agency commission and the costs of corresponding buyouts for holding the corresponding rights available. The Customer remains entitled to prove a lower loss.

7.3. The preceding paragraphs also expressly apply to cases in which the Customer places the order with the Agency for the first time within the stated cancellation period. In this case, because of the expressly desired, spontaneous booking, the Customer bears the full risk of non-performance and cannot argue that the cancellation periods could not be met.

8. Selection of the Contractor

8.1. Before the selection services are carried out, the Customer presents to the Agency all details of the planned event, including the planned content. In particular, it must be explained what type of event it is and what goal is being pursued. Where the content has been communicated to the Agency, the Agency is responsible for selecting suitable Contractors. The Agency presents the content communicated by the Customer to suitable Contractors and enquires about their availability.

8.2. Unless agreed otherwise, the Agency selects from the pool of available Contractors an agreed number of possible Contractors who meet the Customer's contractually agreed requirements and the desired purpose of the engagement. The Customer must select the contractually agreed number of desired Contractors.

8.3. After the desired Contractors have been selected, a change is only possible with the Agency's written consent.

8.4. If a Contractor is rejected, the Customer is obliged to inform the Agency of the corresponding reasons without delay in text form (email). If these are reasons that would justify termination of a Contractor without notice (e.g. refusal to work, insulting the Customer, statements damaging the Customer's business, fraud, theft and embezzlement to the Customer's detriment, suspicion of a criminal offence, unauthorised taking of leave, threatened feigned sickness, sexual harassment of colleagues, working time fraud), the Customer has the option to withdraw from the contract with immediate effect. In this case, only the working time provided by the Agency up to that point and any buyouts, if incurred, have to be paid.

8.5. If the Customer fails to give the reasons regulated in para. 8.4., or if the reasons would not be sufficient for termination without notice, the rejection of the Contractor, for whatever reason, is deemed a cancellation of the engagement in accordance with Section 7 of these GTC, with the legal consequence of Section 7 para. 3.

8.6. After a rejection, the Customer has the option (but not the obligation) to book another Contractor as a replacement from the Agency. However, the Agency is only obliged to place an equivalent Contractor if the previously placed Contractor was not properly selected.

8.7. If the Customer fails to reject, later claims for damages or compensation are excluded. This does not apply to claims for which the Agency is liable without limitation due to injury to life, body and health or due to gross negligence.

9. Usage rights

9.1. For the use of images (photographs or video recordings) of the Contractors, the Customer must pay a separate remuneration for the granting of usage rights (“Buyout”). For clarification, the Customer is itself responsible for obtaining, additionally where applicable, the rights in the photographer's copyright.

9.2. Buyouts are generally regulated in the following scope

9.3. If the Agency includes buyouts in the offer, the Agency assumes that the Customer or its licensees intend to use the images. The Customer confirms this by accepting such an offer.

9.4. In negotiations on buyouts, the Customer must give the Agency complete and precise information regarding the planned use of the works in terms of content. This includes in particular stating all subpages of any web presences. If such a specification was not made when the rights agreement was concluded, this information must be provided to the Agency without delay upon request. In this context, the parties must make an additional agreement. If there is no such agreement, the usage right applies, in case of doubt, only to the first page of the web presence.

9.5. The Agency then obtains the buyouts in full from the Contractor at the time of the booking confirmation and pays for them. If the Customer cancels or terminates the contract after this point in time, the loss thereby incurred by the Agency must in principle be compensated in accordance with these GTC.

9.6. For the claim to buyouts to arise, it is not decisive whether images are actually used by the Customer, but solely whether the parties have reached an agreement on the corresponding remuneration.

9.7. Usage rights are only granted after payment of the remuneration required for them.

9.8. The agreed usage period results from the offer. If no period is specified there, the usage period begins 1 month after the end of the respective booking day, or, in the case of connected services, one month after the last booking day in the specific project.

9.9. The Customer is responsible for clarifying the photographer's rights.

9.10. If the Contractor is booked as a promoter, trade fair hostess or similar, only photographic documentation of the work for internal verification purposes is permitted. Further usage rights must be clarified with the Agency before any photographs are used.

10. Claims for compensation in case of overuse

10.1. Any use of images that goes beyond the contractually agreed use in terms of content or time requires the express consent of the Agency and, where applicable, a separate remuneration.

10.2. For uses of likenesses of the Contractors that go beyond the contractually agreed usage period without prior consultation with and approval by the Agency, the Customer is obliged to pay an appropriate contractual penalty, which is determined by the Agency. The amount of the contractual penalty is as follows

• If the usage rights are exceeded by up to one week, 25 % of the total amount of buyouts and agency commission
• If the usage rights are exceeded by one week up to one month, 50 % of the total amount of buyouts and agency commission
• If the usage rights are exceeded by one month up to three months, 100 % of the total amount of buyouts and agency commission
• If the usage rights are exceeded by three months up to one year, 200 % of the total amount of buyouts and agency commission.

For every further usage interval, the above contractual penalty accrues cumulatively. Example

• Usage rights granted for one year. Usage rights exceeded for a period of 1 year and 1 month. Contractual penalty 300%

Note that for any further use desired after the time at which the contractual penalty is asserted, the Customer is obliged to pay the agency commission and buyouts in accordance with the original contractual agreement, or the further use will be offered to the Customer on this basis.

10.3. Further claims remain expressly reserved by the Agency, in particular the choice to demand injunctive relief instead of the further granting of usage rights, as well as the attorney's fees arising after default and fault of the Customer for the legal enforcement of the aforementioned claims.

11. Other obligations of the Customer

11.1. The Customer undertakes to provide the Agency in good time, accurately and completely with all documents and information necessary for the provision of the contractually agreed services.

11.2. The event information and other content communicated to the Agency are passed on to the Contractor unchanged. The Contractor's consent and the Agency's placement services relate exclusively to the content transmitted. The Customer acknowledges that content transmitted in this way can no longer be changed, supplemented or edited subsequently without a separate written agreement. If the parties agree such a change in writing, the Agency will inform the Customer of any additional costs that may arise.

11.3. If the Customer itself acts as an intermediary between the Agency and another end customer, the usage rights agreed in the order confirmation are granted exclusively to the end customer on the terms set out in Section 9. In this case, no usage rights are granted to the Customer. If the Customer nevertheless uses the images, the Customer is obliged to pay the entire agreed remuneration again (buyout and agency commission).

12. Limitations of liability

12.1. The Agency excludes liability for slightly negligent breaches of duty, unless these concern damage from injury to life, body or health or guarantees, or claims under the Product Liability Act are affected. Liability for the breach of duties whose fulfilment is a prerequisite for the proper performance of the contract and on whose observance the Customer may regularly rely also remains unaffected. The same applies to breaches of duty by the Contractors.

12.2. Where the Agency's liability can be limited or excluded in accordance with these General Terms and Conditions, this also applies to its vicarious agents.

12.3. If a Contractor drops out subsequently for reasons not attributable to the Agency, the Agency has the right to make a new selection with the Customer, without the Client being entitled to further rights such as withdrawal or damages in this respect.

13. Prohibition of circumvention

13.1. For a period of 24 months from the last order, the Customer may not give direct orders to the Contractors placed by the Agency, whom it has already used for an order through the Agency, or pass on the Contractors' contact details to third parties. Rather, these talents may be booked exclusively through the Agency. In the event of a violation of this, the Customer is obliged to pay the Agency a contractual penalty amounting to three times the usual agency commission.

13.2. The (prospective) Customer may also not give direct orders to the Contractors placed by the Agency or pass on their contact details to third parties if no order comes about. Para. 1 applies accordingly.

13.3. In this regard, please note that exclusive contracts may exist between the Agency and the placed Contractors, from which further claims of the Agency against the placed talents may arise in the event of circumvention.

14. Final provisions

14.1. This agreement is governed by German law.

14.2. Amendments to these GTC require the mutual consent of both parties in text form (email) and may only be promised on the part of the parties by their respective management.

14.3. The place of jurisdiction and place of performance for all disputes arising from the underlying contractual relationship or these General Terms and Conditions is the registered office of the Agency, insofar as both parties are merchants, legal entities under public law or special funds under public law.

Bielefeld, 29 June 2022