Terms and Conditions
General Terms and Conditions (GTC) of SAFORT Spółka z o.o. for Employee Leasing
1. Scope
These General Terms and Conditions (GTC) apply to all contracts concluded between SAFORT Spółka z o.o. (hereinafter referred to as the "Lender") and its customers (hereinafter referred to as the "Borrower") for the leasing of employees (hereinafter referred to as "Temporary Workers"). Diverging conditions of the Borrower that are not explicitly acknowledged by the Lender are non-binding, even if the Lender does not expressly object to them.
2. Subject of the Contract
The Lender undertakes to provide the Borrower with Temporary Workers who are integrated into the Borrower's operations for the duration of the lease and perform their work according to the Borrower's instructions. The Borrower is obliged to provide the Temporary Workers with appropriate employment in accordance with the agreed activities and working hours.
3. Conclusion of the Contract
The contract between the Lender and the Borrower is concluded by signing a Temporary Employment Contract (AÜV). The conditions specified in the contract, such as the type and scope of the activity, working hours, and the duration of the lease, are binding. The Borrower is required to provide the Lender with all relevant information regarding the deployment location and the activities of the Temporary Workers in a timely manner and to record these in the AÜV.
4. Obligations of the Borrower
The Borrower is obliged to employ the Temporary Workers in accordance with labor and social law regulations. This includes, in particular, compliance with minimum wage requirements, maximum working hours, and mandatory rest periods. The Borrower is responsible for occupational safety and is required to comply with the applicable health and safety regulations at the workplace. The Borrower is responsible for informing Temporary Workers about the safety regulations applicable at the workplace and providing any necessary protective clothing and equipment.
5. Due Diligence Obligations of the Lender in Employee Selection
The Lender is obliged to carefully select the Temporary Workers to ensure they are suitable for the activities specified by the Borrower. However, the Lender is not liable for incorrect selection if the Borrower has expressly requested the selection of a particular Temporary Worker.
6. Protection Against Poaching
The Borrower undertakes not to directly or indirectly poach or employ any of the Lender's Temporary Workers during the lease period and for a period of 12 months after its conclusion, unless an express written agreement has been made with the Lender. In the event of a breach of this provision, the Borrower is obliged to pay the Lender a contractual penalty amounting to 150% of the gross annual salary of the affected Temporary Worker.
7. Remuneration and Overtime
Remuneration for the leasing of Temporary Workers is based on the rates specified in the contract. Overtime by Temporary Workers is permissible if it complies with legal requirements and has been agreed upon in advance between the parties. Overtime compensation is based on the rates specified in the AÜV or, if not otherwise agreed, according to legal provisions. Invoicing is done retrospectively on a monthly basis. The invoice amount is due without deduction within 10 days of invoicing. In the event of late payment, the Lender is entitled to charge default interest of 4.5% p.a.
8. Liability and Warranty
The Lender is liable for the proper selection of Temporary Workers but not for the fulfillment of the tasks assigned to the Temporary Worker, unless there is intent or gross negligence on the part of the Lender. The Borrower is liable for all damages caused by the deployment of Temporary Workers in its operations, including damages to operational facilities or third parties, provided these damages are due to the behavior of the Temporary Worker in the context of the tasks assigned by the Borrower. The Lender is not liable for damages resulting from improper use or instructions given by the Borrower. In any case, the Lender's liability is limited to the amount of the agreed remuneration for the leasing period.
9. Occupational and Health Safety by the Lender
The Lender undertakes to inform the Temporary Workers of basic safety regulations before the commencement of the lease. However, the Borrower is responsible for ensuring that all specific occupational safety regulations are observed at the specific deployment site and that necessary protective measures are taken. The Lender is not liable for violations of occupational safety regulations that are the responsibility of the Borrower.
10. Training and Onboarding
The Borrower undertakes to appropriately train and onboard the Temporary Workers as needed to ensure the fulfillment of the assigned tasks. If specific qualifications are required beyond the agreed-upon activity, the Borrower bears the costs for the corresponding training.
11. Insurance
The Borrower is required to ensure adequate insurance coverage for the Temporary Workers, particularly liability and accident insurance covering damages caused by the Temporary Workers in the course of their activities within the Borrower's operations. The Lender will also take out appropriate insurance for its Temporary Workers, particularly liability insurance related to their activities. Both parties must promptly inform each other of any insurance claims.
12. Right of Withdrawal and Force Majeure
Both parties have the right to withdraw from the contract if fulfillment is made impossible by force majeure, including natural disasters, war, or governmental orders. The withdrawal must be communicated in writing and does not require a notice period. In the event of withdrawal, services already rendered are to be compensated proportionately.
13. Confidentiality and Non-Competition Clauses
The Borrower undertakes to keep confidential any information received during the lease of Temporary Workers and not to disclose it to third parties. Temporary Workers may not, without the express consent of both the Lender and the Borrower, perform activities for competing companies directly competing with the Borrower.
14. Validity in Case of Corporate Changes
The GTC remain valid even in the event of corporate changes on the part of the Borrower, such as mergers, acquisitions, or restructurings. The Borrower undertakes to promptly inform the Lender of such changes to ensure the continuation of the collaboration based on the existing terms. In the case of significant changes that could affect contract fulfillment, both parties reserve the right to adjust the contract terms or renegotiate if necessary.
15. Involvement of Works Councils and Trade Unions
If a works council or trade union is active within the Borrower's operations, the Borrower is required to inform these organizations of the leasing of Temporary Workers in accordance with legal requirements and to respect their rights. The Lender will be involved as necessary to ensure a legally compliant collaboration.
16. Deployment of Temporary Workers Abroad
If Temporary Workers of the Lender are deployed abroad, the Borrower undertakes to comply with all legal provisions of the host country, particularly concerning work permits, social security, and tax obligations. The Borrower is responsible for obtaining the necessary permits and informing the Lender of the specific requirements of the host country.
17. Special Provisions for Pandemic or Crisis Periods
In exceptional crisis periods, such as during a pandemic or economic crisis, both parties commit to cooperating to maintain the deployment of Temporary Workers. This may include introducing flexible work models such as short-time work, home office, or shift work, which will be agreed upon in writing. In the event of governmental orders that restrict or make the deployment of Temporary Workers impossible, the parties will agree on a mutual adjustment of the contract terms or a temporary suspension of the contract execution.
18. Extended Jurisdiction Agreement
For all disputes arising from or in connection with this contract, the jurisdiction of the Republic of Poland shall apply. In international business relations, the Lender reserves the right to choose the jurisdiction at the Borrower's place of business or another appropriate international jurisdiction. Alternatively, the parties may agree to arbitration to resolve disputes. The choice of arbitration requires the written consent of both parties.
19. Rights of Temporary Workers
The Lender ensures that Temporary Workers are employed in accordance with applicable labor laws. This includes, in particular, equal treatment with the Borrower's permanent employees (Equal Pay Principle), where legally required. The Lender undertakes to inform Temporary Workers of their rights and obligations.
20. Complaints
The Borrower is obliged to report any deficiencies in the performance of the Temporary Workers' work to the Lender immediately, but no later than within 1 day of discovery. The Lender will take appropriate measures to rectify the deficiency, including providing a replacement worker if necessary and possible.
21. Hiring of Temporary Workers
If the Borrower wishes to permanently employ a Temporary Worker after the leasing period ends, the Lender must be informed immediately. A permanent hire is only possible with the Lender's consent and upon payment of a transfer fee, the amount of which is specified in the AÜV or in a separate agreement.
22. Applicable Collective Agreements and Company Agreements
Where applicable, collective agreements or company agreements take precedence over these GTC.
23. Limitation of Liability
The Lender's liability is, as far as legally permissible, limited to intent and gross negligence. In cases of slight negligence, the Lender is only liable for breaches of essential contractual obligations (cardinal obligations). Liability is in any case limited to the amount of the agreed remuneration for the leasing period.
24. Dispute Resolution Procedure
Before initiating legal proceedings, the parties commit to seeking an amicable resolution to any disputes. This may include mediation involving a neutral third party, with the costs of the mediation being shared equally by the parties.
25. Adjustment Clause in Case of Legal Framework Changes
If the legal provisions concerning temporary employment change after the contract is concluded, the parties undertake to adjust the contract and GTC to the new legal requirements. The party affected by the change will promptly inform the other party and propose appropriate adjustments.
26. Special Regulations for Specific Industries
If Temporary Workers are deployed in particularly regulated industries such as construction or healthcare, the specific legal requirements and industry standards apply in addition to these GTC. The Borrower is obliged to inform the Lender of the specific industry requirements to ensure that Temporary Workers are appropriately qualified and equipped.
27. Limitation Periods
All claims arising from the contractual relationship are subject to a limitation period of 12 months, starting from the end of the leasing period. For claims based on intent or gross negligence, the statutory limitation periods apply.
28. Regulation on Electronic Communication
Communications required under this contract may also be made electronically via email or another agreed electronic medium, provided no stricter form is prescribed. The receipt of an electronic communication is deemed to have occurred on the day of dispatch unless proven otherwise.
29. Compliance and Ethics Clause
The Borrower undertakes to comply with all relevant anti-corruption laws and ethical business practices. The Lender is entitled to terminate the contract without notice if the Borrower breaches these provisions or if such a breach appears likely.
30. Data Protection
The Lender undertakes to process all personal data collected in connection with the contract in compliance with applicable data protection laws. The Borrower agrees that their data will be stored and processed for the purpose of contract execution.
31. Confidentiality
The parties undertake to keep confidential all information exchanged in the course of contract execution and not to disclose it to third parties. This obligation continues even after the termination of the contractual relationship.
32. Final Provisions
Amendments and supplements to the contract must be made in writing. If individual provisions of these GTC are invalid or become invalid, the validity of the remaining provisions shall not be affected. Instead of the invalid provision, the provision that comes closest to the economic purpose of the invalid provision shall apply.
The law of the Republic of Poland applies. The court of jurisdiction for all disputes arising from the contractual relationship is Wrocław.
Date: August 16, 2024
Place: Wrocław
SAFORT Spółka z o.o.
ul. Księcia Józefa Poniatowskiego 2 /6
50-326 Wrocław
Poland