Framework contract for contractors

(Status:13.03.2024)

NOTE: In the context of this agreement, the generic masculine is used throughout purely for the sake of better readability. Of course, this agreement also refers to female, diverse and all non-binary persons.

§ 1 Area of application
(1) This framework contract applies to all contracts between the hostess GmbH, represented by Mr. Markus Demir, Kreuzstraße 34, 33602 Bielefeld, hereinafter referred to as the „Agency“, and those persons who register as a contractor through the Agency or conclusively accept a booking confirmation in the context of a completed registration (hereinafter referred to as the „Contractor“). The contract shall apply as a framework contract for all orders mediated by the Agency and accepted by the Contractor and shall in particular also regulate the obligations applicable to the Client for each order.

(2) Amendments to this framework agreement are only permissible by concurring declaration of both parties in text form, whereby an amendment on the part of the agency is only possible by the management. The Agency reserves the right to periodically amend the terms and conditions, which the Contractor accepts by accepting a booking with reference to the new terms and conditions.

§ 2 Subject matter of the contract
(1) The agency shall act as the agent for the Contractor for the duration of the contract. The agency shall endeavour to place the contractor with customers for the purpose of providing hostess, moderator, promotion and model services. In principle, no success is owed in this regard.

(2) For proof and brokerage of contracts (orders) between the Contractor and the Client, the Agency will receive a commission which will be charged to the Client.

(3) The placement can take place either in the form of a placement as an independent contractor of the client or in the form of a placement in an employment relationship. The concrete selection of the placement activity is determined between the parties on the basis of the client's request and the status of the contractor.

(4) If the placement of the contractor into an employment relationship takes place, the contractor himself is obliged to check labour law regulations proposed by the client and to conclude the contract. The activity of the agency is always limited to a contact mediation.

5) If the contractor is a self-employed person, he must account for his services to the client and is responsible for all other tax matters.

(6) The frequency of orders depends on the demand of the respective type of contractor, so that no concrete statement can be made about this. If the contractor does not receive any orders from the agency due to a lack of demand on the part of the clients, this is not the responsibility of the agency and the agency is therefore not obliged to provide any compensation or other services.

§ 3 Registration
(1) In order to be included in the Agency's file and thus be considered for any order enquiries, the Contractor shall submit a corresponding request (e.g. via the web form) to the Agency. The agency will then guide the contractor through the registration process..

(2) In order to be included in the Agency's file and thus be considered for any order enquiries, the Contractor shall submit a corresponding request (e.g. via the web form) to the Agency. The agency will then guide the contractor through the registration process.

(3) Registration is only permitted to natural persons of full age and legal capacity. Registration may only take place in the exercise of a commercial or self-employed activity.

(4) The registration shall only become effective when the Agency confirms this, in particular by uploading the Contractor's data or photos. However, the Agency is authorised to refuse or revoke the Contractor's registration without giving reasons, but in particular if the Contractor cannot be marketed profitably in the opinion of the Agency.

(5) The revocation of the registration by the contractor is possible at any time, but has no effect on already ongoing contractual relationships.

§ 4 Services of the agency
(1) The agency takes over the internet publication for the contractors and promotes them to potential clients, whereby the contractor is regionally to worldwide (depending on the wishes of the contractor) present and bookable for the most diverse clients from the trade fair, promotion and advertising industry via the database.

(2) The agency's services include:
§ 5 Booking procedure
(1) In the event of a customer enquiry, the agency shall send the contractor an e-mail with a concrete booking enquiry. In the booking request, all details of an order, such as the remuneration to be paid by the client, a concrete description of the service, the date, etc., can be seen. If the contractor needs further information, he can contact the agency.

(2) Furthermore, in the context of a booking request, it is already discussed between the parties whether the placement of a contact as a self-employed contractor or the placement in an employment relationship is desired.

(3) The Contractor shall be entitled to refuse orders from the Agency at any time. A statement of reasons is not required in this case. If the Contractor accepts an order, however, it shall be obliged to carry it out personally, in accordance with the Client's specifications as to content and time and in accordance with the information provided in the enquiry.

(4) The Contractor undertakes to perform the services described properly and in accordance with the agreement.

(5) After acceptance of the order, the contractor will be provided with contact details and exact locations and times by the client or the agency.

(6) For the procedure after booking, please refer to § 10 (Remuneration).

§ 6 Tasks and duties of the agency and the contractor
(1) By accepting these provisions in the context of online registration, the contractor explicitly agrees to the publication of his data and the images he provides on the internet.

(2) For the avoidance of doubt, it is stated that only the Contractor's usual services are offered to the Client. Should the Contractor feel that the activities requested do not correspond to the activity he has accepted or that the assignment is to take place at locations or times other than those agreed, the Contractor will contact the Agency immediately so that the Agency can take clarifying action.

(3) The Contractor shall be obliged to discuss the details of the underlying order (place, time, subject of the booking, fees) directly with the Client. Subsequent amendments or additions to the contract (in particular with regard to further grants of rights) may only be made by the Contractor in consultation with the Agency.

(4) By sending pictures to the agency, the contractor assures that it holds the unrestricted rights of use to these photos and is entitled to have them published accordingly on the internet on the agency's website. Likewise, by posting the images, the Contractor declares that its appearance still corresponds to the impression conveyed via the submitted documents. Furthermore, the Contractor shall ensure that the photographs may also be edited or redesigned and that the photographer has waived his right to be named as the author. A fee claim shall not arise for this.

(5) In the event that claims are asserted against the Agency in connection with images or information provided by the Contractor due to copyright infringements, infringements of property rights or infringements of general personal rights or other infringements of rights, the Contractor shall indemnify the Agency against any damages incurred as a result, including the necessary costs of legal prosecution or defence, unless the Contractor is not at fault for the infringement.

§ 7 Contractor Release / Consent / Rights of Use
(1) The Contractor irrevocably grants to the Agency the unrestricted right and permission to use photographic images and pictures/videos (in all formats) of the Contractor and those in which the same may be seen in part or in full, combined or altered in kind or form, in connection with the Contractor's own or any fictitious name, reuse, publish and republish, without restriction as to place or time or as to change or alteration or reproduction of the material in colour or otherwise by any media now known or hereafter devised for illustration, artistic, promotional, trade or any other purpose. This consent includes the right to publish or commercially use the photographs and/or videos etc., in particular also to transfer these rights to the Agency's clients within the scope of the activities assumed by the Contractor, also for the purpose of further transfer by the clients.

(2) For the avoidance of doubt, the Parties stipulate that the remuneration of the Contractor shall cover all rights of use to the photographs taken by the Contractor within the scope of the order, as well as all related personal or artistic copyrights, insofar as the Contractor was able to dispose of them. The customer is thus authorised to exploit the photographs taken without any restrictions in terms of space, time or content. For further clarification, however, it is stated that usually only a simple right of use is granted for the duration of regularly one year and for usual application purposes, as they are to be expected according to the type of the booked order. Further rights (so-called „Buy Out“) shall be agreed by the Agency upon corresponding request by the Client and shall find their consideration in the amount of remuneration for the order communicated to the Contractor. If the Contractor is of the opinion that there is a discrepancy between the order advertised and the remuneration in respect of the rights of use, it shall notify the Agency of this without delay. If the Contractor nevertheless accepts the order, it shall agree to the remuneration and the settlement of the rights of use regulated herein.

(3) Should there be any shifts in the relationship between the assigned rights and the actual use and if, in the opinion of the Contractor, the Client exceeds the rights of use granted, the Contractor shall notify the Agency of this before taking legal action and give the Agency the opportunity to settle the matter with the Client in the Contractor's interests.

§ 8 Use of social media content
(1) In order to promote the marketability of the Contractor, the Agency reserves the right to use images and / or videos of social media content of the Contractor for the promotion of the Contractor. The Contractor agrees to this and also declares by concluding the contract that it is legally able to transfer the corresponding rights of use to the Agency.

(2) The Agency shall promptly inform the Contractor about uses of social media content within the meaning of paragraph (1).

(3) If third party rights oppose the use of content from social media, the Contractor shall first attempt to obtain the rights. If this is not possible, the Contractor shall inform the Agency as soon as possible after conclusion of the contract, but no later than upon the notice of use by the Agency pursuant to paragraph (2), which images and / or videos are excluded from use by the Agency. The Contractor shall be responsible for late or non-notification of third party rights to images and videos in social media.

§ 9 Youth protection
Due to the protection of minors, all contractors registered on the website undertake to strictly adhere to the agency's image rules. If no separate image rules are issued, the contractor shall observe that no nudity may be seen on the images and that the images may not contain any content or poses or other such imagery that is harmful to minors. The Agency shall be entitled to delete such pictures at any time. The Contractor shall be responsible for violations of the protection of minors with regard to the images in accordance with § 6 (7).

§ 10 Remuneration
(1) The contractor is responsible for negotiating the actual amount of his remuneration. For this purpose, he shall initiate his own contractual negotiations with the client. The agency has no right of co-determination regarding the agreed remuneration.

(2) The Agency shall be entitled to a commission for the orders successfully placed with the Contractor by the Agency. The agency shall settle this commission separately with the client.

(3) After completion of an assignment, the Contractor shall contact the Agency by e-mail to confirm the proper execution of the activity. The notification of the proper execution of the activity shall contain a complete time sheet of the hours worked. This serves the agency as a basis for calculating the commission to be claimed from the client.

(4) The Contractor shall duly invoice the Client for the personal services provided by him. The invoice for the personal services issued to the client shall be forwarded to the agency after completion of the order. The Agency shall use the Contractor's invoice to calculate the agreed commission and shall then forward all invoices to the Client.

(5) If the agency itself acts as the client or customer, the invoice shall be issued with a payment term of 30 days. The agency offers the option of transferring invoices shortly after receipt with a 5 % discount, if this is utilized by the contractor.

§ 11 Legal position of the contractor
(1) Contractors who are placed in an employment relationship are subject to the employment contract rights and obligations agreed with the client. The agency has no influence on this.

(2) In deviation from this, the following paragraphs shall apply in the event that placement in an employment relationship does not take place.

(3) The contractor is not obliged to accept order offers.

(4) The decision on the execution of orders lies exclusively with the Contractor and the Contractor is therefore not subject to any right of instruction or direction and is free with regard to the time, type and place of the execution of the order and is not bound to the work organisation of the Agency. This shall not apply in the case of temporary employment.

(5) Furthermore, the Contractor shall be free in its work design vis-à-vis the Client, but shall endeavour to fulfil the order in the best possible way within the framework of the specific order.

(6) The contractor is authorised to have several and further clients and customers. It shall follow the agency in terms of time only insofar as orders have been accepted.

(7) The Contractor is self-employed and the Agency can have this status confirmed by the Contractor at any time, in particular by notifying / requesting a tax number or similar. If this cannot be confirmed by the Contractor, the Agency will remove the Contractor's Sedcard until further notice.

(8) The agency shall point out to the contractor that any turnover tax shown by him in invoices must always be paid by him to the tax office and that it must also check for itself whether he is exempt from levying turnover tax on the basis of the small business regulation of § 19 UStG. The agency also points out that the contractor, despite being self-employed, may be subject to compulsory insurance in the statutory pension insurance pursuant to § 2 para. 1 no. 9 SGB VI and, in the case of compulsory contributions, must ensure that the contributions to the statutory pension insurance are paid himself. This applies in particular in cases of employee leasing. The same applies to the insurance of any occupational risks (accident, liability or similar)..

(9) If at any time there are changes in the status of the Contractor, whether in relation to self-employment or in relation to other points important for the proper performance of the activity on behalf of Clients or for the Agency (e.g. prolonged absence), the Contractor shall inform the Agency thereof without delay.

(10) The contractor has no claim to the placement of regular or specific orders. The order situation is determined solely by the market situation and the enquiries of clients about specific contractors. In this respect, the agency does not assume any guarantee that orders will be placed with the contractor on a regular basis or at all.

§ 12 Special obligations of the contractor
(1) The Contractor undertakes to notify the Agency immediately of all follow-up orders from customers or clients of the Agency and to have these processed exclusively via the Agency. This shall also apply to all future transactions/follow-up orders/requests from contractual and business partners of the Agency, for which the Contractor has already executed at least one order via the Agency. This obligation shall expire with the end of the contractual relationship between the Contractor and the Agency.

(2) The Contractor shall take all reasonable measures necessary for a successful mediation. In particular, it assures the agency that it will duly fulfil the brokered contracts with the clients and truthfully answer the information on the person and other circumstances (in particular information on previous bookings).

(3) The Contractor is obliged to inform the Agency immediately of any changes in his own appearance (hairstyle, hair colour, significant change in weight, etc.).
 

§ 13 Prohibition of circumvention

(1) For a period of 12 months since the last assignment, the employee may not make or receive any direct inquiries from clients for whom he has already worked through the agency. The contact details of the client may also not be passed on to third parties. Instead, these talents may only be placed via the agency. In the event of a breach of this provision, the employee is obliged to pay the agency a contractual penalty amounting to three times the usual agency commission.

(2) The (potential) employee may not make any direct inquiries to the clients placed by the agency or pass on their contact details to third parties, even if no order is placed. Para. 1 shall apply accordingly.

(3) For this purpose, it is pointed out that exclusive contracts may exist between the agency and the referred clients, from which further claims of the agency may arise against the referred talents in the event of circumvention.

§ 14 Duration of contract
(1) This contract is concluded for an indefinite period.

(2) The contractual relationship may be terminated by either party at any time without notice. Within the framework of the termination, the main performance obligations under this contract shall expire.

(3) Ordinary termination shall not affect orders already accepted. Orders already booked or not yet completed must be completed by the contractor. If this is not done, the agency reserves the right to claim damages.

(4) The right to extraordinary termination remains unaffected for both parties.

§ 15 Liability
(1) The Agency shall not assume any responsibility for any misuse of data or images, nor for entries, changes or deletions resulting from third parties gaining unauthorised access to the Contractor's (e-mail and online) account, unless the Agency is at fault for this on the basis of gross negligence or intent.

(2) The Contractor is obliged to carefully store the access data to the Agency's website and to prevent unauthorised third parties from accessing it.

(3) Should the Contractor accept an order and subsequently, without consultation with or knowledge of the Agency, change his appearance so significantly that the Client is no longer interested in the Contractor, the Agency shall have the right to claim damages and 100% payment of the labour or agency costs incurred from the Contractor. Claims from third parties shall be passed on 100% to The Contractor.

(4) By the contractor the accepted orders or bookings are unrestrictedly binding. Should the booked Contractor fail to execute the self-confirmed order or fail to do so in time or in full, it shall indemnify the Agency against all resulting claims for damages by third parties. If the Contractor is responsible for the non-execution of an order, the Contractor shall pay damages to the Agency in the amount of the lost agency commission.

§ 16 Other
(1) This agreement is subject to German law.

(2) Amendments to these GTC require mutual consent in text form (e-mail) and may only be agreed to by the respective management on the part of the parties.

(3) The place of jurisdiction and 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, 29.06.2022