Framework Agreement
between
uCastMe GmbH
Heidestraße 46–52
10557 Berlin · Germany
— hereinafter „ucm" —
Muster GmbH
Musterstraße 1, 10115 Berlin
— hereinafter „Customer" —
the following Framework Agreement on employee leasing is concluded:
§ 1 Subject of the agreement
On the basis of individually confirmed orders, ucm provides the Customer with employees for temporary work assignments.
This Framework Agreement governs the general terms of the cooperation. The specific leasing arrangement is set out in each case in a Individual Leasing Agreement. That contract specifies in particular the activity, place of assignment, host company, shifts, number of employees, qualifications, price, surcharges and any special assignment conditions.
An order is only formed once the Customer confirms the offer or the online shift plan and ucm accepts or confirms the order.
There is no entitlement to the acceptance of an inquiry, confirmation of an order, or assignment of specific employees.
§ 2 Employee leasing licence
ucm holds a valid and indefinite licence to provide employee leasing services pursuant to Section 1 of the German Employee Leasing Act (Arbeitnehmerüberlassungsgesetz).
The licence was issued on 28.10.2014 by the Agentur für Arbeit Kiel (Kiel employment agency) and was extended for an indefinite period on 14.09.2017.
ucm will notify the Customer in text form without undue delay if the licence changes, lapses, is revoked or is restricted.
§ 3 Term and termination
This Framework Agreement enters into force upon confirmation by the Customer and runs for an indefinite period.
Either party may terminate it in text form with one month's notice to the end of a calendar month.
Termination does not affect Individual Leasing Agreements that have already been confirmed, unless they are separately cancelled in accordance with the booking terms or terminated for good cause.
The right to extraordinary termination remains unaffected. In particular, ucm may terminate for good cause or withhold assignments if the Customer fails to make due payments, agreed advance payments or cancellation fees, provides incomplete or incorrect assignment information, or if statutory, collective bargaining or occupational health and safety risks arise.
§ 4 Contract components and order of precedence
The following apply to the cooperation:
- this Framework Agreement,
- the booking terms,
- the respective Individual Leasing Agreement,
- assignment lists, job briefings, price agreements and digital confirmations.
In the event of conflicts, the following order of precedence applies:
- mandatory law,
- the respective Individual Leasing Agreement, where it expressly deviates for the specific order,
- the booking terms,
- this Framework Agreement.
Deviations in a Individual Leasing Agreement apply only to the respective order and do not permanently amend this Framework Agreement.
§ 5 Employees and identification by name
The employment relationship of the leased employees exists exclusively with ucm.
Before the assignment begins, the leased employees are identified by name in an assignment list or other notice in text form, with reference to the respective Individual Leasing Agreement.
ucm may replace employees for objective, organisational, illness-related, collective bargaining or statutory reasons and provide suitable substitutes.
There is an entitlement to a specific person only where this has been expressly agreed in the Individual Leasing Agreement.
§ 6 Deployment of the employees
The Customer may deploy leased employees only for the activity described in the Individual Leasing Agreement.
Any other activities, other places of assignment, other host companies, machinery, vehicles, tools, particular risks or additional requirements must be coordinated with ucm in advance and confirmed by ucm.
Onward leasing to third parties is excluded.
The Customer is entitled and obliged to give the employees technical instructions on the specific performance of the agreed activity.
If employees are deployed contrary to the agreement, ucm is entitled to adjust the compensation in line with the activity actually performed and the additional costs incurred. Further claims remain unaffected.
§ 7 Customer obligations before and during the assignment
The Customer is obliged to provide ucm with all information relevant to the assignment in complete and correct form. This includes in particular:
- place of assignment and host company
- activity and specific tasks
- working hours and breaks
- on-site contact persons
- special requirements
- work equipment
- dress code
- safety and access requirements
- particular risks
- required protective clothing or personal protective equipment
- required workplace-specific instructions or occupational health screenings
- Zuschläge (surcharges)
- applicability of a collective bargaining agreement
- comparator pay (Vergleichsentgelt)
- any known prior employment or prior leasing assignments of the same person
The Customer shall notify ucm without undue delay if this information changes.
During the assignment, the Customer assumes the duty of care within the host company. In particular, the Customer is responsible for onboarding instructions, occupational health and safety, safe working conditions, compliance with working hours and breaks, first aid, and any required protective clothing.
Where protective clothing, uniforms, personal protective equipment, special instructions or occupational health screenings are required for the activity, the Customer must notify ucm before the assignment and provide or carry these out in good time at its own expense.
During assignment hours, ucm is entitled to access the workplaces of the leased employees to the extent necessary to fulfil its employer, occupational health and safety, or oversight obligations.
§ 8 AGG and non-discriminatory deployment
The Customer undertakes to treat the leased employees without discrimination and in accordance with the German General Equal Treatment Act (AGG).
Any breaches, complaints or related incidents must be reported to ucm without undue delay.
The Customer shall indemnify ucm against any claims arising from a breach of anti-discrimination obligations by the Customer, its employees, or its vicarious agents.
In the event of serious breaches, ucm is entitled to terminate the affected assignment or order extraordinarily. Claims for compensation and damages remain unaffected.
§ 9 Collective bargaining basis, Equal Pay, Branchenzuschläge (industry surcharges) and maximum assignment duration
ucm applies to the employment relationships with the leased employees the applicable collective bargaining agreements for temporary work in their respectively valid version, including any applicable Branchenzuschläge collective bargaining agreements.
The Customer is obliged to provide all information relevant to compensation, Equal Pay, Equal Treatment, Branchenzuschläge, surcharges and the maximum assignment duration.
In particular, the Customer shall inform ucm whether the leased employees were previously deployed or employed by the Customer, at the host company, at a group-affiliated company or via another lessor, insofar as the Customer is aware of this or should be aware of it on proper review.
Upon receipt of the assignment list, the Customer shall promptly check whether any of the named individuals has previously worked for the Customer or at the host company, and whether this may be relevant for Equal Pay, Branchenzuschläge or the maximum assignment duration. Any irregularities must be reported to ucm without undue delay.
ucm is entitled to refuse or terminate assignments or to replace employees where this is necessary to comply with statutory or collective bargaining requirements.
If information provided by the Customer is incorrect, incomplete or late and ucm thereby incurs additional costs, back payments, social security contributions, tax liabilities, fines, costs of legal proceedings or other damages, the Customer shall reimburse ucm for such damages and indemnify ucm against corresponding third-party claims.
§ 10 Working hours, breaks and overtime
The specific working hours are set out in the respective Individual Leasing Agreement.
The Customer is obliged to comply with statutory, collective bargaining and contractual working time limits. This applies in particular to maximum working hours, rest periods, breaks, night work, and Sunday and public holiday work.
Overtime or shift extensions are permitted only with ucm's prior consent and only if they can be reflected in the respective order on a technical, legal and operational basis.
Where the offer or Individual Leasing Agreement provides for a prohibition on overtime, the obligation to perform ends with the booked target hours.
§ 11 Job briefing
The Customer shall provide ucm with a complete job briefing in good time before the assignment begins.
The briefing must in particular cover the address, meeting point, contact persons, check-in process, dress code, information on breaks and meals, and any special safety or access instructions.
If the briefing is missing, late or incomplete, ucm may withhold the assignment, reschedule it, or cancel the order in accordance with the booking terms. Claims for compensation and cancellation fees remain unaffected.
§ 12 Compensation and payment
The compensation is set out in the respective Individual Leasing Agreement.
All prices are exclusive of statutory value-added tax.
Unless otherwise agreed in the Individual Leasing Agreement, the compensation is due no later than 24 hours before the start of the first assignment.
In addition, the Individual Leasing Agreement must be confirmed in text form no later than 24 hours before the assignment begins.
ucm may withhold performance of an order or cancel the order if the agreed payment is not received in time or if the Individual Leasing Agreement is not confirmed in time. In such cases the booking terms apply, including the cancellation consequences set out there.
ucm may adjust prices where statutory or collective bargaining changes, or changes initiated by the Customer, alter the cost basis. This applies in particular to changes in the activity, assignment hours, surcharge obligations, comparator pay, or collective bargaining requirements.
§ 13 Time tracking and billing
Time tracking is generally carried out digitally.
The Customer shall enable on-site employees to perform digital check-in and check-out.
Times recorded digitally are deemed approved if the Customer does not report a specific and verifiable deviation within 48 hours of the end of the shift.
If digital time tracking is not possible for reasons attributable to the Customer, billing shall be based at minimum on the booked target or minimum hours.
If provided personnel show up for the agreed assignment and are either not deployed or deployed for a shorter time by the Customer, the agreed compensation remains owed to the extent the Customer is responsible.
§ 14 Workplace accident
In the event of a workplace accident, the Customer shall notify ucm without undue delay.
The Customer shall provide ucm with all information required for the accident report, documentation, and communication with the trade association (statutory accident insurance), public authorities, insurers, or other bodies.
The Customer shall support ucm in investigating the facts and shall provide any necessary documents without undue delay.
§ 15 Industrial action
The Customer shall notify ucm without undue delay of any planned or ongoing industrial action affecting the host company.
Leased employees may not be deployed in connection with industrial action in violation of statutory requirements.
If an assignment is impermissible or unreasonable, or only permissible to a limited extent, due to industrial action, ucm is entitled to withhold or terminate the assignment or to withdraw employees. Claims for compensation for downtime caused by the Customer remain unaffected.
§ 16 Photo, video and audio recordings
The Customer may create, use, publish or pass on to third parties any photo, video or audio recordings of leased employees only where valid consent from the person concerned has been obtained.
This applies to external communications, social media, advertising, press work, internal communications, and documentation purposes.
The Customer shall indemnify ucm against any claims arising from the unlawful creation, use or distribution of such recordings.
§ 17 Cancellation and changes
Cancellations, shift changes, reductions in the number of employees, and changes to the place of assignment, assignment time or activity are governed by the booking terms.
Changes to confirmed orders are effective only if ucm confirms them in text form.
Termination of this Framework Agreement does not replace cancellation of already confirmed Individual Leasing Agreements.
§ 18 Liability
ucm is liable for the proper selection of employees suitable for the agreed activity.
ucm is not liable for the performance of the work by the leased employees, nor for damages caused by employees during their work, provided that ucm is not at fault in their selection.
The Customer is liable for damages and additional costs arising from incorrect or incomplete information, impermissible activities, missing occupational health and safety measures, late briefings, failure to enable time tracking, unlawful use of images, or breaches of the assignment conditions.
Liability for intent and gross negligence remains unaffected.
§ 19 Placement fee
If the Customer enters into an employment relationship or other working relationship with an employee leased or proposed by ucm, a placement fee in favour of ucm becomes payable.
The placement fee amounts to 15 % of the employee's gross annual target income.
In the case of a continuous leasing assignment, the fee is reduced every three months by 8 % of the original fee.
After nine months of continuous leasing of the same employee, the placement fee no longer applies.
A proposal is understood to include, in particular, naming the person in the offer, in the online shift plan, in an assignment list, or in any other communication.
§ 20 Confidentiality and personal data
ucm imposes a confidentiality obligation on the employees with respect to the Customer.
The Customer may use the employees' personal data only for the purpose of carrying out the respective assignment.
Use for direct outreach, poaching, sharing with third parties, or adding employees to the Customer's own talent pools is not permitted without ucm's consent. The provision on the placement fee remains unaffected.
§ 21 Text form and digital confirmation
Declarations may be made in text form (a durable written form that does not require a handwritten signature), in particular by email, by confirming an offer, by approving an online shift plan, or through any other permanently documented digital declaration.
The Customer shall ensure that only authorised persons confirm offers, approve shift plans, submit briefings, or declare changes.
Declarations made via an email address assigned to the Customer, a customer area or any other digital access channel are deemed to have been initiated by the Customer, unless the Customer has previously informed ucm of the loss of the relevant authorisation.
§ 22 Set-off and right of retention
The Customer may only set off claims that are undisputed or have been established by a final and binding judgment.
A right of retention exists only insofar as it is based on the same contractual relationship.
§ 23 Final provisions
Amendments and additions to this Framework Agreement must be made in text form.
German law applies.
To the extent permitted by law, the place of jurisdiction is Berlin.
If individual provisions are or become invalid, the remainder of the agreement remains effective. The invalid provision shall be replaced by an effective provision that comes as close as possible to its economic purpose.