General Terms and Conditions the hostess GmbH

in the version of 29.06.2022

1. Area of application

1.1. These General Terms and Conditions apply to all contracts concluded between the

the hostess GmbH
Kreuzstraße 34
33602 Bielefeld

Tel.: +49 521 384 909 65
Mail: info@the-hostess.de

Managing Director: Markus Demir
Local Court: Amtsgericht Bielefeld, HRB 44840
USt-ID: DE352636553

- hereafter „Agency“

and their customers. Insofar as provisions are made in the underlying contract which conflict with these terms and conditions, the contractual provisions shall take precedence.

1.2. The customer's general terms and conditions shall only become part of the underlying contractual relationship if and to the extent that the agency expressly agrees to them in writing.

1.3.The contract language is German.

2. Conclusion of contract, general conditions

2.1. The Client has the option of contacting the Agency either by filling in the contact form on the website, by e-mail or by telephone, stating to what extent and for what purpose he intends to use the Agency's services.

2.2. The parties shall then negotiate the contractual modalities orally or in text form. The Agency shall submit an offer to the Client orally or in text form in accordance with the Client's request, which the Client may accept. Upon acceptance by the customer, the contract between the parties shall be concluded.

2.3. The electronic form is sufficient for the conclusion of the contract.

3 Subject of the contract

3.1. The agency's main service is the procurement of contractors to perform personal services on behalf of the client. Depending on the customer's wishes, these contractors can be mainly hostesses, in individual cases also moderators, promoters and/or models. In this case, the agency takes over the mediation and communication with the contractor and invoices this mediation service to the customer in the agreed amount. The exact contractual content of the service owed by the agency results from the respective order form.

3.2. The contractor shall invoice the customer directly for the services – the Agency shall not itself invoice for the Contractor's personal services. After full completion of the order, the contractor shall send his invoice made out to the customer to the agency. The agency calculates the agency fee to be paid to it on the basis of the contractor's invoice. Subsequently, the invoices are sent collectively to the client.

3.3. If a placement is made in an employment relationship, the agency's activity is also limited to establishing contacts. In particular, the agency shall not be responsible for determinations of a social security, pension insurance or labour law nature. In this case, the contractor shall be solely liable for entering into and fulfilling the contract.

3.4. Outside of any fixed framework working hours as well as training courses or specific appointments, the placed contractor is free to organise his work and is not subject to the instructions of the client. This does not apply in the event that a contractor is placed in an employment relationship.

3.5. The client shall ensure that the contractors are informed in detail about the scope of their personal services. He shall ensure this through correspondingly detailed briefings, training and briefings. The costs for the professional briefing shall be borne by the client. Insofar as special equipment of the contractor is required for the performance of personal services, the client shall be responsible for its provision at his own expense.

3.6. The Client shall ensure that, in the event of several booking days, the statutory rest periods between the individual service sections are observed by the Contractor.

3.7. Promise and acknowledgement of the Contractor with regard to the performance of personal services do not fall within the Agency's sphere of risk.

3.8. The contractors shall only perform such services whose provision has been agreed between the agency and the client and results from the corresponding order form. In addition, the Contractor shall only be obliged to perform the work customary in connection with the presentation of goods and/or services. Further work – in particular that which touches upon the intimate and personal sphere of the Contractor – may be rejected by the Contractor without further justification, without this affecting the remuneration to be paid by the Client.

3.9. The contractors are not obliged to provide personal services at a location other than the agreed place of deployment.

3.10. The customer is not permitted to make booking changes and/or additions with contractors bypassing the agency as long as the agency has not agreed to these changes in advance.

4 Prices, payments

4.1. The remuneration accruing for the services of the agency shall be determined by the client and the agency within the framework of the respective individual order.

4.2. The object of the calculation is regularly the agency commission based on the remuneration of the contractor, the costs for the transfer of rights of use (buy-out agreement) as well as other fees such as levies to the artists' social insurance fund, unless the client has his own levy number. The fee of the contractor as well as travel and catering expenses incurred shall be invoiced by the contractor to the client.

4.3. In the event of a placement of the contractor in an employment relationship, the client shall pay the remuneration directly to the contractor; the agency commission shall be based on the amount of the remuneration paid plus buy-outs. The commission shall always be due for the entire duration of the Contractor's activity. The Client shall be obliged to provide the Agency with information on the respective amount of remuneration and duration of employment at any time upon request.

4.4. Unless otherwise agreed within the framework of the contract, the agency commission for the performance of agency services amounts to 20% of the total amount from the agreed fee of the contractor as well as associated buy-out agreements.

4.5. Prices are always in euro (€) plus the statutory value added tax applicable at the time of invoicing.

4.6. Services of the agency which are not expressly compensated by the agreed fee shall be remunerated separately.

4.7. The agency is entitled to demand advance payment of 50 – 100 % of the total amount stated in the order confirmation. If a requested advance payment is not made on time by the customer, the agency shall be entitled to withdraw from the concluded contract or may withhold the service until full payment has been made.

4.8. Invoices are due immediately and without deduction. Outstanding amounts shall be collected by the agency if a mandate has been issued. The date of receipt of payment shall always be the date on which the amount is credited to the Agency's account, not the date on which the amount is sent by the Client.

5. Set-off, retention

5.1. The customer may only offset claims of the agency insofar as corresponding counterclaims are legally established, undisputed or recognised by the agency. This shall not apply to consumers within the meaning of § 13 BGB.

5.2. A right of retention can only be asserted on the basis of counterclaims from the respective legal relationship. This does not apply to the right to refuse performance on § 320 BGB.

6. Expenses

6.1. The client is obliged to provide the contractor arranged by the agency with a sufficient amount of catering free of charge.

6.2. If the customer does not comply with this obligation, the agency is entitled to charge the customer expenses in the amount of the currently legally regulated rate per contractor.

7. Termination, Cancellation

7.1. The premature termination of the contractual relationship obliges the client to pay the agreed remuneration on the basis of services rendered in accordance with the following paragraphs. This also includes the costs resulting from preparatory actions.

7.2. If the Client withdraws from the order placed or if there is a full or partial cancellation, the Agency may, without prejudice to the possibility of claiming higher actual damages,

up to 6 weeks before the event starts 0 % / per person
6 - 4 weeks before the event starts 30 % / per person
4 - 1 weeks before the event starts 80 % / per person
less than 1 week before the event starts 100 % / per person

of the costs incurred for the processing of the order and for lost profit. The lost profit includes both the agency commission and the costs of corresponding buy-outs due to the provision of corresponding rights. The client reserves the right to prove a lesser damage.

7.3. The above paragraphs also explicitly apply to cases in which the customer places the order with the agency for the first time within the aforementioned cancellation period. In this case, the customer bears the full risk of default due to the explicitly requested, spontaneous booking and cannot invoke the fact that the cancellation deadlines could not be met.

8. Selection of the contractor

8.1. The client shall provide the agency with all details of the planned event, including the planned content, before the selection services are carried out. In particular, the type of event and the objective to be pursued shall be described. Insofar as the contents have been communicated to the Agency, the latter shall be responsible for selecting suitable contractors. The Agency shall present the content communicated by the Client to suitable contractors and enquire about their availability.

8.2. Unless otherwise agreed, the Agency shall select from the pool of available contractors a number of possible contractors to be agreed who meet the contractually agreed requirements of the Client as well as the desired purpose of use. The Client shall select the contractually agreed number of desired contractors.

8.3. After selection of the desired contractors, a change is only possible with written consent by the agency.

8.4. In the event of the rejection of a contractor, the client shall be obliged to inform the agency immediately in text form (e-mail) of the relevant motives for this. If these are reasons that would justify immediate termination of an employee (e.g. refusal to work, insulting the customer, business-damaging statements about the customer, fraud, theft and embezzlement at the expense of the customer, suspicion of a criminal offence, unauthorised taking of holiday, threatened sick leave, sexual harassment of colleagues, working time fraud), the customer has the option to withdraw from the contract with immediate effect. In this case, only the working time of the agency performed up to that point as well as any BuyOuts, if incurred, shall be paid.

8.5. If the Client fails to give the reasons regulated in para. 4 or if the reasons would not suffice for termination without notice, the Contractor's rejection – for whatever reason – shall be deemed to be a cancellation of the assignment pursuant to § 7 of these GTC with the legal consequence of § 7 para. 3.

8.6. After rejection, the client has the option (but not the obligation) to book another contractor with the agency as a substitute. However, the agency shall only be obliged to arrange for an equivalent contractor if the previously arranged contractor was not properly selected.

8.7. If the customer fails to reject the order, subsequent (damage) compensation claims shall be excluded. This does not apply to claims for which the agency is liable without limitation due to injury to life, body and health or due to gross negligence.

9. Rights of use

9.1. For the use of illustrations (photographs or video recordings) of the contractors, the customer shall pay a separate remuneration for the granting of rights of use. For the avoidance of doubt, it is stated that the client himself is responsible for obtaining the rights to the photographer's photographic copyright – additionally - if necessary.

9.2. Buyouts are usually regulated to the following extent:
9.3. If the Agency includes buyouts in the offer, the Agency assumes that the use of images by the Client or its licensees is intended. The client confirms this by accepting such an offer.

9.4. In the context of negotiations on buy-outs, the client shall provide the agency with complete and precise information regarding the planned use of the works in terms of content. This includes in particular the specification of all sub-pages of any web presences. Should a corresponding specification not have been made upon conclusion of the rights agreement, this information shall be made available to the Agency without delay upon request. The parties shall conclude an additional agreement in this context. In the absence of such an agreement, the right of use shall, in case of doubt, only apply to the first page of the web presence.

9.5. The Agency shall then collect all buyouts from the Contractor at the time of the booking confirmation and remunerate them. If the Client cancels or terminates the contract after this point in time, the loss incurred by the Agency as a result shall be reimbursed in principle in accordance with these GTC.

9.6. In this respect, it is not decisive for the accrual of the claim to buyouts whether illustrations are actually used by the customer, but only whether the parties have reached an agreement on the corresponding remuneration.

9.7. Rights of use shall only be granted after payment of the remuneration required for this purpose.

(8) The agreed period of use results from the offer. If no period is specified there, the period of use begins 1 month after the end of the respective booking day, in the case of continuous services one month after the last booking day in the specific project.

9.9. The customer shall ensure that the photographer's rights are clarified.

9.10. If the contractor is booked as a promoter, trade fair hostess or similar, photographic documentation of the work is only permitted for internal verification purposes. Further rights of use must be clarified with the agency before any photographs are used.

10. Claims for compensation in the event of overuse

10.1. Any use of illustrations beyond the contractually agreed use in terms of content or time requires the express consent of the agency and, if applicable, separate remuneration.

10.2. For uses of the Contractor's images that exceed the scope of the contractually agreed period of use without prior consultation with and release by the Agency, the Client shall be obliged to pay an appropriate contractual penalty, which shall be determined by the Agency. The amount of the contractual penalty shall be:
10.3. The Agency expressly reserves the right to assert further claims, in particular the option to demand a cease and desist order instead of a further granting of rights of use as well as the lawyer's fees incurred for the legal enforcement of the aforementioned claims following default and fault on the part of the Customer.

11. Obligations of the customer

11.1. The Client undertakes to provide the Agency with all documents and information necessary for the provision of the contractually agreed services in a timely, accurate and complete manner.

11.2. The event information and other content communicated to the agency shall be passed on to the contractor unchanged. The consent of the Contractor and the agency's mediation services relate exclusively to the transmitted content. The Client acknowledges that the contents thus communicated cannot be subsequently changed, supplemented or edited without a separate written agreement. Insofar as the parties agree on such a change in writing, the Agency shall inform the Client of any additional costs that may be incurred.

11.3. Should the customer itself act as an intermediary between the agency and another end customer, the rights of use agreed in the order confirmation shall be granted exclusively to the end customer under the conditions set out in §9. In this case, no rights of use shall be granted to the customer. Should the customer nevertheless use the images, the customer shall be obliged to pay the entire agreed remuneration again (buyout and agency commission).

12. Limitations of liability
12.1. The Agency excludes liability for slightly negligent breaches of duty insofar as these do not relate to damage from injury to life, body or health or guarantees or claims under the Product Liability Act are affected. Furthermore, liability for the breach of obligations, the fulfilment of which is a prerequisite for the proper performance of the contract and on the observance of which the customer may regularly rely, shall remain unaffected. The same applies to breaches of duty by the contractors.

12.2. If the liability of the Agency can be limited or excluded in accordance with these General Terms and Conditions, this shall also apply to its vicarious agents.

12.3. In the event that a Contractor subsequently ceases to be available for reasons for which the Agency is not responsible, the Agency shall be entitled to make a new selection with the Client without the Client being entitled to any further rights in this respect, such as withdrawal or compensation for damages.

13. Ban on circumvention

13.1. For a period of 12 months since the last order, the client may not directly place orders with the contractors referred by the agency, on whom he has already relied for an order via the agency, or provide third parties with the contact details of the contractors. Rather, these talents may only be booked via the Agency. In the event of a breach of this provision, the Client shall be obliged to pay a contractual penalty to the Agency in the amount of three times the usual Agency commission.

13.2. The (potential) client may not place direct orders with the contractors arranged by the agency or pass on their contact details to third parties even if no order is placed. Paragraph 1 shall apply accordingly.

13.3. In this regard, it is pointed out that there may be exclusive contracts between the agency and the contractors referred, which may give rise to further claims by the agency against the talents referred in the event of circumvention.

14. Final provisions

14.1. This Agreement is governed by German law.

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

14.3. 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