General terms and conditions

01

Scope

These terms apply to all contracts between Adeo Solutions SRL ("Adeo") and its customers for the services Recruiting, Employment & Payroll and Managed Team. Customers within the meaning of these terms are exclusively businesses (entrepreneurs). Conflicting or deviating terms of the customer apply only if Adeo expressly agrees to them in text form.

02

Conclusion of contract

Offers from Adeo are non-binding. The contract is concluded upon Adeo's order confirmation or upon the conclusion of an individual or framework agreement. Text form (e.g. email) is sufficient.

03

Services and employer status

Depending on the model chosen, Adeo provides the following services:

• Recruiting: sourcing, screening and presentation of suitable candidates; the customer employs them directly.
• Employment & Payroll: local employment contract, payroll, remittance of taxes and social contributions, and labour-law compliance in the respective country.
• Managed Team: the services of Employment & Payroll plus recruiting, HR administration, equipment, onboarding and a dedicated point of contact.

In the Employment & Payroll and Managed Team models, Adeo carries the employer function for the deployed persons in the respective country — in Romania and Serbia through its own entity, in Spain through a local employment partner — and is responsible for the employment contract, payroll, social contributions, HR administration and personnel responsibility (hiring, leave, performance reviews, retention). The team members work from their home country.

The customer defines the functional requirements, goals and priorities and coordinates closely with the team. Ongoing steering and coordination are handled by Adeo and its team leads.

04

Customer cooperation

The customer cooperates appropriately, in particular by providing a clear role and requirement profile and making timely interviews and decisions. Recruiting services are provided as a service to the best professional endeavour; a particular placement outcome is not owed.

05

Legal classification

The legal classification of each engagement — including any national labour-market rules in the customer's country (in Germany, for example, the Arbeitnehmerüberlassungsgesetz, AÜG) — is determined in the individual contract with the customer and reviewed before signing. The team members are employed by Adeo in the respective country and work from there; work in the customer's country is not part of the standard model.

06

Remuneration and payment

The amount of remuneration and the term and notice periods are set out in the respective individual contract or offer. Salary and statutory employer contributions are passed through without a markup.

All prices are exclusive of statutory VAT. For intra-Community B2B services, invoicing is without VAT under the reverse-charge mechanism (Art. 44 and 196 of Directive 2006/112/EC). Invoices are payable within the period agreed in the individual contract without deduction; otherwise the statutory rules on default apply.

07

Term and termination

Recruiting assignments are one-off assignments. For the Employment & Payroll and Managed Team models, the minimum term and notice periods are set out in the individual contract. The local statutory notice and severance rules of the employees concerned remain unaffected and must be observed by the customer.

08

Replacement of team members

The conditions and periods for replacing departing or unsuitable team members are set out in the individual contract. For recruiting, the replacement arrangement agreed there applies.

09

Intellectual property

All work results of the deployed persons belong to the customer. Adeo ensures, through corresponding provisions in the employment contracts, that the necessary rights pass to the customer, and grants the customer access to the relevant clause on request. If rights have not been validly transferred, Adeo indemnifies the customer against third-party claims.

10

Confidentiality

Both parties treat the other party's confidential information as strictly confidential and use it solely to perform the contract. This obligation continues beyond the end of the contract.

11

Data protection

Each party is an independent controller for the personal data processed in its sphere: the customer for the data and instructions it provides, and Adeo for the employment relationship with the team members. Where processing on behalf occurs in an individual case, the parties conclude an agreement pursuant to Art. 28 GDPR; for processing in third countries (e.g. Serbia), the EU standard contractual clauses are agreed.

12

Non-solicitation

During the cooperation and for twelve (12) months thereafter, the customer will not directly employ persons presented or deployed by Adeo while circumventing Adeo. The consequences of a breach are governed by the individual contract.

13

Liability

Adeo is liable without limitation for intent and gross negligence and for damage arising from injury to life, body or health. In the case of simple negligence, Adeo is liable only for the breach of a material contractual obligation and limited to the foreseeable damage typical for the contract. Further liability arrangements and limitations are set out in the individual contract. This clause is a draft and is to be reviewed by legal counsel before publication.

14

Final provisions

Amendments and additions must be made in text form. Romanian law applies, excluding the UN Convention on Contracts for the International Sale of Goods; the employment relationship of the team members is governed by the law of their country of employment. The exclusive place of jurisdiction, to the extent legally permissible, is Bucharest, Romania. Should any provision be invalid, the validity of the remaining provisions remains unaffected.