General Terms and Conditions (GTC) of talentpool1

TalentPool1 offers services for business customers, in particular the booking of work slots in the area of virtual assistants and back-office telephony. Unless expressly agreed otherwise in writing, contracts in the area of telephone services concluded between Better AG, General-Guisan-Str. 8, 6300 Zug, Switzerland (hereinafter referred to as TalentPool1) and its customers are subject to the following General Terms and Conditions (GTC).

§ 1 Scope of services

(1) A work slot is the provision of a specific skill level. Nevertheless, the customer has no claim to the provision of services by a specific person. The contractual service can be provided by the TalentPool1 by professionally suitable service providers of its choice.

(2) TalentPool1 provides services in accordance with the selected tariff, within the scope of what is customary for the customer's business operations and in consultation with the customer. If an agreement is not possible in individual cases, TalentPool1 shall provide the services in accordance with the customer's presumed wishes. The scope of services in detail can be found in the service description of the selected tariff. The provision of the respective service takes place through the use of own vicarious agents and/or self-employed persons who work for TalentPool1. The customer can select a higher price category in text form in order to also complete services in the lower price category.

(3) TalentPool1 undertakes to perform all services with the utmost care at all times. The customer undertakes to provide without delay all information and materials available to him which are necessary for the contractual execution of the tasks or in the broadest sense for the achievement of the purpose of the contract. However, it cannot be completely ruled out that in individual cases information may be transmitted to TalentPool1 incompletely, with unclear content or incorrectly, or may be incompletely, with unclear content or incorrectly understood and forwarded by TalentPool1 employees. No guarantee is given for the correctness and completeness of the information provided.

(4) If TalentPool1 provides the customer with further services (such as support, marketing and sales coaching, team leaders), depending on the tariff selected, it also remains the owner of all rights to these. The authorization for use by the customer is limited to the term of the contract. This also applies to services that are only introduced by TalentPool1 after conclusion of the contract.

(5) If the occurrence of force majeure leads to an interruption of the service owed, the parties shall be released from their obligations under this contract for the duration of the interruption of the work. If, in the event of the occurrence of force majeure, the performance of the service is completely prevented on a permanent basis, the parties shall be entitled to terminate the contract. Claims for damages are excluded. The following events in particular are considered force majeure: War, sabotage, strikes and lockouts, natural disasters, geological changes and impacts.

(6) TalentPool1 reserves the right to temporarily restrict or interrupt the services for good cause, in particular in the event of

Power and internet failure on the part of TalentPool1 or its vicarious agents,

Maintenance work, repairs, etc. that are necessary for proper or improved operation,

Technically necessary changes to the system (e.g. replacement of hardware, connection of new lines, etc.).

Data set deficiency

Unannounced absence on the part of the self-employed vicarious agent

TalentPool1 will take all reasonable measures to avoid such restrictions or to keep them as low as possible.

§2 Duties and obligations of the customer

(1) The customer hereby declares that he has any necessary trade licenses and undertakes, depending on the type and scope of the service ordered, to inform TalentPool1 of any licensing requirements.

(2) The customer must ensure that the credit balance with TalentPool1 during the term of the contract is above the credit limit in accordance with Section 2. § 4No. 5 of these GTCs, unless the customer pays on account.

(3) In the case of call center services, the customer undertakes in particular to comply with any competition law regulations and hereby grants TalentPool1 permission to disclose the contractual relationship between the customer and TalentPool1 in the course of the telephone calls to be made, e.g. to declare to the respective call partner that the call is being made on behalf of the customer.

(4) The customer undertakes to comply with the following applicable statutory provisions. In Germany, these include the Federal Data Protection Act (BDSG), the GDPR (Regulation (EU) 2018), the Criminal Code (StGB) and the Unfair Competition Act (UWG). He is aware that a positive survey and scheduling alone does not constitute advertising consent; in particular, advertising consent by e-mail is excluded. The customer undertakes not to use the TalentPool1 services in breach of statutory provisions. In this context, the customer undertakes to inform TalentPool1 fully and truthfully about the business purpose of the services used. The customer is solely responsible for all legal disputes.

(5) In the event that the customer provides TalentPool1 with customer lists, the customer hereby declares that the respective personal data was obtained and passed on to TalentPool1 in compliance with the applicable data protection regulations and that the legal requirements for the use of data have been met, e.g. the necessary consent of the persons concerned, e.g. in the case of consumers, has been obtained.

(6) If TalentPool1 makes advertising calls to consumers for the customer in particular, the customer hereby declares that the necessary consents of the respective conversation partners or presumed consents have also been obtained in this respect in accordance with the applicable law, e.g. Section 7 UWG of German law.

(7) The customer indemnifies TalentPool1 against any fines, claims for damages, compensation for pain and suffering or similar claims by third parties that arise as a result of a breach of the above provisions by the customer.

(8) As soon as the customer has reason to believe that information provided by employees of TalentPool1

If the information provided by the customer is possibly incomplete, unclear or incorrect, it is the customer's responsibility to clarify these ambiguities to a reasonable extent by contacting the caller and/or taking other suitable measures to prevent or minimize any potential damage. This applies in particular if the information relates to transactions that could have a significant economic or other impact on the business operations of the customer or its contractual partners.

(9) Breaches by the customer of any of the above obligations entitle TalentPool1 to terminate the contractual relationship without notice.

§3 Start of contract & performance fee

(1) The contractual relationship begins with the electronic acceptance of the contract by TalentPool1, e.g. in text form, by email or on the customer portal.

If an invoice has been issued by TalentPool1 without prior electronic acceptance, payment of this invoice by the customer is deemed to be implied acceptance of the contract, the GTC and terms of use, provided this is expressly mentioned in the invoice.

(2)

In the event that work cannot be carried out during the contract due to the client's fault, a provision fee in accordance with §3.4 shall be due from the agreed start of performance.

(3) From the 2nd month of the contract, the customer has the option of pausing the service for 2 days per month, in particular in the event of a heavy order situation, a lack of data records, problems with the dialer, financial bottlenecks, etc. The pause days cannot be added up and cannot be carried over to the next month. Break days cannot be added together and must be carried over to the next month.

From the 2nd day of the break, a provision fee is due in accordance with §3.4.

(4) The provision fee is per work slot and per day:

7 times the hourly rate for booked full-time work

4 times the hourly rate for booked half-day work

(5) TalentPool1 reserves the right to check the identity of the customer or his/her legal representative(s) by means of suitable measures (presentation of identity card, Post-Ident procedure or similar), a credit check and the provision of securities (Section 5 (3) and (4)). The activation of additional chargeable services (e.g. coaching) or the increase of the credit limit pursuant to Art. TalentPool1 can make the fulfillment of §4.7 dependent on a positive credit check or the provision of collateral.

(6) The service fee is based on the services ordered in each case. The price list in its currently valid version shall apply, as well as an individual price agreement in the individual contract. All prices are exclusive of VAT due to the provision of the service in accordance with reverse charge. Services are generally provided for the hours on a credit basis (advance payment), unless otherwise agreed. The customer must top up the credit account in accordance with the services ordered before the start of the service.

(7) The usage-dependent service fees are due in accordance with the service provided by TalentPool1 , in particular the provision of services, as well as the provision of work slots or in the form of a provision fee. Unless it is agreed in writing in an agreement that the working time is not remunerated, the payment obligation applies to working hours of service partners, including those without a usable communication result (dialed, fax, not reached, cancellations, etc.).

(8) The billing period is weekly, beginning on the calendar day on which the contract commences.

(9) If the customer is granted a credit for the usage-dependent service fees at the start of the contract (initial credit), this must be used up in the first month of the contractual relationship. It is not possible to transfer additional starting credit to later billing periods or to pay it out in cash.

§4 Billing method, payment procedure, collection, default, reimbursement of expenses

(1) TalentPool1 distinguishes between two different billing methods: prepaid and invoice

(2) Prepaid method: In this method, the customer first pays a fixed amount to TalentPool1 to top up the credit (TalentPool1 credit) and can only use TalentPool1's chargeable services once payment has been received. Possible payment method is bank transfer. Unused TalentPool1 credit does not expire. In the event of any underpayment, the customer undertakes to top up in accordance with § 4.4.

(3) Payment on account: In the case of payment on account, payment is made on a weekly, bi-weekly or monthly basis depending on the service provided. The invoice must be paid within 2 weeks.

(4) TalentPool1 issues invoices by e-mail or for download. It is not possible to issue an invoice in paper form. By commissioning TalentPool1, the customer agrees to the transmission of his invoices by e-mail and is advised that confidential data transmission on the Internet cannot be guaranteed.

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§ 5 Objections to the calculation of the service fee, counterclaims

(1) The customer must notify TalentPool1 of complaints and requests for changes to a service and service list within 2 weeks of the end of the service at the latest at the e-mail address Hallo@talentoool1.ch or via customer support. If the complaint is not made within the aforementioned period, the statement of work and the respective service shall be deemed to have been duly provided. Accepted complaints are credited to the credit balance or refunded as a service.

(2) The payment obligation remains in force even if objections are raised, as long as TalentPool1 does not recognize the objections as justified, has not substantiated its position on the objections within a reasonable period of time or the objections have been legally established. In particular, the customer is not entitled to reclaim amounts already paid (return debit note).

(3) The customer can only offset claims by TalentPool1 with undisputed or legally established counterclaims. The customer shall only be entitled to assert a right of retention or right to refuse performance on the basis of undisputed or legally established counterclaims. The customer may only exercise a right of retention if his counterclaim is based on the same contractual relationship or the same type of service, e.g. telephony or marketing.

§ 6 Data protection

TalentPool1 collects, stores and processes personal data within the scope of the contractual relationship in accordance with the statutory provisions. The customer can call up details of this at any time on the website.

§ 7 Liability

(1) TalentPool1 is only liable for damages - irrespective of the legal grounds, both contractual and non-contractual - if TalentPool1 has caused the damages intentionally or through gross negligence or if the damage is based on the breach of an obligation by TalentPool1, the fulfillment of which is essential for the proper execution of the contract and on the observance of which the customer may regularly rely (cardinal obligation). In the event of a simple negligent breach of cardinal obligations, TalentPool1's liability is limited to the typical and foreseeable damages according to the contractual relationship and is furthermore limited to an amount equivalent to the simple average monthly turnover of the respective customer. TalentPool1 is not liable for indirect damages, in particular not for loss of profit, in the event of simple negligent breach of cardinal obligations. All further claims for damages are - subject to §7.2 - excluded.

(2) TalentPool1's liability for financial losses resulting from transmission errors between customers and TalentPool1's vicarious agents is excluded in particular if the customer has not fulfilled its obligation to avoid or minimize damage and/or has transmitted change orders via communication channels other than those specified in the GTC in accordance with §5.1.

(3) All claims for damages against TalentPool1 must be asserted by the customer within 6 months of the customer becoming aware of the circumstances giving rise to the claim - but no later than 3 years after they arise, regardless of knowledge. This does not apply in the event of injury to life, limb, health or freedom or in the event of liability due to intent.

(4) Insofar as TalentPool1's liability is excluded or limited in accordance with the above provisions, this also applies to the liability of TalentPool1's employees, representatives and vicarious agents

§ 8 Termination, tariff change

(1) The termination options for the services are agreed in individual contracts. The right to terminate the contract - possibly without notice - for good cause remains unaffected.

(2) TalentPool1 is in particular entitled to terminate the contract without notice for good cause if:

the customer changes the address given when the contract was concluded and does not inform TalentPool1 of this within 14 days without being requested to do so; the notification of a PO box or similar is not deemed to be an address,

the customer is in arrears with the payment of service charges from more than two invoices,

the customer is in arrears with the payment of service charges amounting to more than twice the credit limit,

the customer culpably breaches the terms of the contract and does not remedy the breach within a reasonable period of time after being warned by TalentPool1. A warning is not necessary in the event of serious violations,

there are substantial and comprehensible indications that the customer's business conduct violates common decency or a legal prohibition,

insolvency proceedings have been opened against the customer's assets.

(3) Termination by the customer must be declared either in writing to the registered office or in text form to hallo@talentpool1.ch.

(4) TalentPool1 may give notice of termination in writing or text form. A written notice of termination shall also be deemed to have been received if it was sent to the last address specified by the customer but could not be delivered there or was not accepted.

(5) Non-utilization of the TalentPool1 services by the customer cannot replace an express termination of the contractual relationship, even if this has already lasted for some time.

(6) The change to a higher-priced tariff can be requested at any time, provided it is not unfair to TalentPool1 and comes into force at the latest when the higher-priced agent starts work.

§ 9 Changes to fees and GTC

(1) TalentPool1 is entitled to increase fees on condition that TalentPool1 informs the customer of this at least four weeks before the change comes into effect. In this case, the customer shall be entitled to an extraordinary right of termination, which shall take effect at the time of the relevant fee change. If the customer does not exercise this right of termination within four weeks of receipt of the notification, the change shall be deemed to have been approved. TalentPool1 expressly points this out again in the communication.

(2) However, in the case of other changes to charges, the customer shall be entitled to object within a period of four weeks after receipt of this notification. Otherwise the change is deemed to have been approved. TalentPool1 expressly points this out again in the communication.

(3) TalentPool1 is entitled to adjust the prices at any time with effect for the future at its reasonable discretion, taking into account the general market development (in particular also the internal advance service prices). This applies in particular if the purchase prices of TalentPool1 change.

(4) TalentPool1 is entitled to amend these GTC. If the change results in a disadvantage for the customer, a change is only permitted on condition that TalentPool1 informs the customer of this at least four calendar weeks before it comes into effect. The customer may object to the change within four calendar weeks of receipt of the notification, otherwise the change shall be deemed approved. TalentPool1 expressly points this out again in the communication.

(5) In the event of changes to VAT, TalentPool1 is entitled to adjust the fees in accordance with the change without this giving rise to a right of termination for the customer.

(6) If TalentPool1 introduces new services, supplementary general terms and conditions may be used as a basis.

(7) Amendments or supplements to these GTC must always be made in writing. Deviating terms and conditions of the customer only come into effect if and insofar as they have been recognized in writing by TalentPool1.

§10 Form of declarations of intent, transfer of contract, applicable law, place of jurisdiction and reference authorization

(1) Insofar as text form is required under these GTC, TalentPool1 shall be deemed to have complied with this requirement if the declaration was sent to the customer in electronic form in its customer portal at www.talentpool1.ch. The declaration shall be deemed to have been received no later than two weeks after receipt in the customer portal, even if it has not been retrieved by the customer. This also applies to all other declarations within the scope of the contractual relationship, unless a form stricter than text form - in particular written form - is required.

(2) TalentPool1 is entitled to transfer its rights and obligations under the contract to a third party, provided that this does not conflict with the legitimate interests of the customer, the third party guarantees in particular that the services will be provided in accordance with the contract and there are no doubts as to its solvency and financial capacity. In the event of contract transfer, the customer is entitled to terminate the contract without notice. The right of termination expires if the customer does not object to the transfer within two weeks of receiving notification of the contract transfer. The customer shall be specifically informed of the significance of his behavior in the notification. The contract transfer will not take effect before the end of the one-month period.

(3) Only the German version of these GTC shall be binding. Only this version is authoritative for the content of these GTC and the rights and obligations arising from them. Versions in other languages are non-binding translations for information purposes only.

(4) The legal relationship between TalentPool1 and the customer is governed exclusively by Swiss law to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

(5) By booking the services of TalentPool1, the customer agrees that TalentPool1 may name him as a reference customer on the website or in other media. TalentPool1 may also publicly reproduce or refer to the services provided for demonstration purposes, unless the customer can assert a legitimate interest to the contrary.

(6) Insofar as the parties can dispose of it, the place of performance for all contractual claims of the parties and the place of jurisdiction for legal disputes arising from the contractual relationship is the registered office of TalentPool1.

(7) Should provisions of these General Terms and Conditions be invalid in whole or in part, this shall not affect the validity of the remaining provisions. The parties undertake to replace the invalid provision with an appropriate provision which, as far as legally possible, comes as close as possible to what was intended by the parties to this contract.