General Terms and Conditions

At Match + Thrive, we work in partnership with our clients to help them address strategically important challenges in People + Culture. This work depends on mutual trust. To ensure transparency and clarity, we have set out the following terms and conditions, which apply to all services offered by Match + Thrive.

§0 Definitions

For the purposes of these General Terms and Conditions, the following definitions apply:

• "Provider" means Graichen & Emrich Match & Thrive GbR ("Match + Thrive").
• "Client" means any natural or legal person who engages the Provider's services.
• "Services" means all People + Culture services offered by the Provider, in particular recruiting, employer branding, onboarding, coaching, workshops, facilitation, and strategic HR consulting.
• "Module" means an individually bookable, defined unit of service.
• "Proposal" means the individual agreement covering specific services, concluded based on these Terms and Conditions.
• "Confidential Information" means any information disclosed orally or in writing that is marked as confidential or is clearly confidential by its nature.
• "Personal Data" means any information within the meaning of the GDPR relating to an identified or identifiable individual.

§1 Scope

• These General Terms and Conditions apply to all Proposals between the Provider and its clients.
• They also apply to future business relationships without requiring a new agreement.
• Deviating or conflicting terms and conditions submitted by the Client are valid only if expressly confirmed in writing by the Provider.
• Individual agreements set out in the Proposal take precedence over these Terms and Conditions.

§2 Services & Scope of Services

The Provider offers services in the areas of Recruiting & Talent Acquisition, Employer Branding & Positioning, Onboarding & Retention, HR and Leadership Consulting, and Facilitation & Change Management.

The type, scope, duration, and remuneration of services are set out in the Proposal.

These are advisory and support services. The Provider does not guarantee any particular commercial outcome or that a position will be filled.

Any change, addition, or expansion of the assignment, scope of services, or approach requires text form (e.g. email).

Written reports or work products intended for submission to third parties are prepared only where separately agreed.

The Provider may engage suitable third parties to perform the services. A contractual relationship exists solely between the Client and the Provider, not between the Client and any third party engaged.

§3 Client's Duties to Cooperate

• The Client provides the Provider with all information and documents required to perform the services in good time and designates internal points of contact.
• The Client informs the Provider of any ongoing or prior consulting engagements relevant to the assignment.
• The Client ensures the organisational conditions necessary for the smooth delivery of services.
• The Client undertakes to inform employees and, where applicable, employee representative bodies (such as a works council) about the Provider's engagement before the collaboration begins.

§4 Safeguarding Independence

The parties commit to mutual loyalty.

Both parties take all measures necessary to safeguard the independence of the Provider and any third parties engaged. This includes refraining from poaching attempts or other actions that could jeopardise the collaboration.

§5 Remuneration & Payment Terms

Remuneration is determined by the terms set out in the Proposal. All prices are exclusive of statutory VAT.

The Provider may issue interim invoices or request partial payments in line with project progress.

Payments are due within 14 days of invoicing. In the event of late payment, the Provider is entitled to suspend services.

Cancellation fees apply in cases of short-notice cancellation:

• Cancellation less than 10 business days before the service is due: 25% of the agreed fee
• Cancellation less than 5 business days before the service is due: 50% of the agreed fee
• Cancellation less than 3 business days before the service is due: 100% of the agreed fee

The Client retains the right to demonstrate that the loss incurred was lower, or that no loss was incurred at all.

Additional expenses, in particular travel, material, and other out-of-pocket costs, are billed separately based on actual expenditure.

§6 Intellectual Property & Rights of Use

All copyright, usage, and other proprietary rights in the concepts, texts, designs, analyses, software components, and other work products created under the Proposal ("Materials") remain with Match + Thrive.

The Client receives a simple, non-exclusive, non-transferable right, unlimited in time and territory, to use the Materials for its own internal purposes.

Any transfer, publication, reproduction, modification, or commercial use of the Materials beyond internal use requires the prior written consent of Match + Thrive.

Materials intended by their nature for publication, in particular job postings, career page content, and employer branding materials, may be published and used by the Client for their intended purpose without separate consent.

Pre-existing rights, for example in tools, templates, or methodologies used, remain with Match + Thrive without restriction.

§7 Confidentiality & Data Protection

Both parties undertake to keep confidential information strictly confidential. This obligation applies indefinitely, including after the Proposal ends.

The Provider may engage subcontractors, provided they are likewise bound to confidentiality. The Provider is liable for their compliance. Where subcontractors process personal data on the Provider's behalf, the terms of the data processing agreement covering additional processors apply.

Personal data is processed exclusively in accordance with the GDPR. A separate data processing agreement is concluded where required.

The Provider may refer to the Client in customary reference materials, for example on its website, in presentations, or on social media, unless the Client objects.

§8 Liability & Warranty

Match + Thrive provides its services to the best of its knowledge, with due care, and on the basis of recognised methods. No warranty is given for the achievement of any particular outcome, such as the successful hiring of candidates, the accuracy of information provided by applicants, or the achievement of specific business metrics.

Match + Thrive is liable without limitation for intent and gross negligence, for damages arising from injury to life, body, or health, under the German Product Liability Act, and to the extent of any guarantee given.

In cases of ordinary negligence, Match + Thrive is liable only for breach of a material contractual obligation (a "cardinal obligation") — an obligation whose fulfilment is essential to the proper performance of the contract and on whose observance the Client may reasonably rely. In such cases, liability is limited to the foreseeable damage typical for this type of contract.

Beyond this, liability on the part of Match + Thrive is excluded.

The above limitations of liability also apply for the benefit of Match + Thrive's employees, partners, agents, and vicarious agents.

§9 Limitation Period

Claims for defects and other contractual claims are subject to a limitation period of one year from the statutory commencement of the limitation period.

Excluded from this are claims arising from intent, gross negligence, injury to life, body, or health, and claims under the German Product Liability Act, which remain subject to the statutory limitation periods.

§10 Contract Term & Termination

Proposals apply for the period specified therein. Individual engagements end upon completion of the agreed services. Ordinary termination is excluded during the agreed term; the right to extraordinary termination remains unaffected.

Both parties may terminate the agreement for good cause. Good cause exists in particular where there is a material breach of contract, the Client is in default of payment, insolvency proceedings are opened, or there are significant doubts about the Client's creditworthiness and the Client neither makes advance payments nor provides suitable security.

§11 Electronic Invoicing

The Provider may issue invoices in electronic form. The Client consents to this.

§12 Final Provisions

Amendments and additions to these Terms and Conditions require text form. Individual contractual agreements that take precedence remain unaffected.

The Client may not assign any claims without the Provider's prior written consent.

The place of performance is the Provider's registered office.

German law applies. The place of jurisdiction is Berlin.

Should any individual provision of these Terms and Conditions be invalid, the remainder of the contract remains valid.