Smooth Transitions GmbH

Nuhnatalstraße 45a

59955 Winterberg

Deutschland

For Employer of Record services and immigration / work permit (including EU Blue Card) application support.

These General Terms and Conditions ("GTC") apply exclusively to entrepreneurs within the meaning of Section 14 BGB, legal entities under public law, and special funds under public law.

1. Scope, Hierarchy, and Definitions
(1) These GTC apply to all Employer of Record ("EOR") services and immigration/work permit support provided by Smooth Transitions, together with any framework agreement, order, offer, or price agreement. In the event of contradictions, the following hierarchy applies: mandatory law, individual agreement, expressly agreed Commercial Terms, framework agreement, these GTC.

(2) Deviating or supplementary terms of the Customer only apply if expressly agreed by Smooth Transitions in text form.

(3) "Customer" means the contractual partner of Smooth Transitions. "Employee" means the person employed by Smooth Transitions and assigned to the Customer. "Deployment" means the Employee's activity for the Customer. "Immigration Services" means assistance with work/residence permit applications, including the EU Blue Card, as described in Section 4.

2. Employer of Record Services
(1) Smooth Transitions is the Employee's legal employer and fulfills the statutory duties of an employer, including employment contract administration, payroll, employer notifications, onboarding, and offboarding. The specific scope is set out in the framework agreement or a service description.

(2) A framework agreement does not, by itself, entitle the Customer to the provision of a specific person or number of Employees.

(3) Smooth Transitions is entitled to postpone the start of a Deployment until all necessary information, documents, permits, and payments have been provided.

(4) Smooth Transitions does not provide legal, tax, or business consulting services beyond the Immigration Services described in Section 4, unless separately agreed in writing.

3. Suitability and Work Performance
Where the Employee was selected or proposed by the Customer, Smooth Transitions assumes no responsibility for their professional suitability, work performance, or the Customer's business outcomes, provided Smooth Transitions is not itself guilty of a culpable breach of duty. There is no claim to replacement personnel in the event of illness, vacation, or termination; a substitute requires a separate agreement.

4. Immigration and Work Permit Support
(1) Where agreed, Smooth Transitions supports the Customer and/or the Employee with the preparation and submission of work/residence permit applications, including the EU Blue Card.

(2) Smooth Transitions' role is limited to administrative preparation and submission. It does not guarantee the outcome, timing, or approval of any application, as these lie with the competent authorities.

(3) Official fees, translation, and notarization costs are not included and will be passed on at actual cost, unless expressly agreed otherwise.

(4) Where the Employee's right to work depends on a pending or time-limited permit, Smooth Transitions may adjust or suspend the Deployment to the extent legally required and will inform the Customer without undue delay of any change in permit status of which it becomes aware.

5. Customer's Duties to Inform and Cooperate
(1) The Customer shall provide, in a timely, complete, and accurate manner, all information required for employment, payroll, working time, occupational safety, taxes, and immigration purposes, including intended changes to activity, remuneration, working hours, place of work, or the Deployment's extension or termination.

(2) Legally binding declarations regarding the employment relationship are made exclusively by Smooth Transitions as the legal employer; the Customer may not make declarations on its behalf.

(3) The Customer is responsible for a safe workplace and compliance with applicable occupational health and safety law during the Deployment, and shall notify Smooth Transitions immediately of any work accident.

(4) If required information or approvals are missing or contradictory, Smooth Transitions may postpone or suspend the Deployment, invoice as a precaution, or request adjustment of the contract documents.

6. Absences
The Employee shall report any incapacity for work directly to Smooth Transitions in accordance with the Employment Contract. Smooth Transitions shall inform the Customer of the resulting absence and its expected duration without undue delay. In the economic relationship between the parties, the Customer bears the cost risk of the Deployment (remuneration, employer costs, illness, vacation, and public holidays), provided this is not based on a culpable breach of duty by Smooth Transitions.

7. Fees, Invoicing, and Deposit
(1) Fees are set out in Annex 1 or the applicable offer/agreement and adjust automatically if remuneration or statutory employer costs change. Variable remuneration, bonuses, expenses, and other Customer-initiated costs are invoiced additionally unless expressly included.

(2) All prices are net; statutory VAT is added where applicable. Invoices are due within seven calendar days of the invoice date, unless otherwise agreed.

(3) Smooth Transitions may request a deposit, which secures all its claims against the Customer and may be offset against due, undisputed, or legally established claims. Unless otherwise agreed, the deposit equals one month's gross salary of the Employee plus employer-side costs, and is refunded within two months after the Employee's last working day once final accounting is complete. The deposit is a refundable security, not remuneration, and is not subject to VAT upon payment.

(4) The Customer may only set off undisputed or legally established claims.

8. Term, Termination, and Conversion
(1) The Customer may terminate a Deployment towards Smooth Transitions at any time; Smooth Transitions' employment obligations towards the Employee remain unaffected. The Customer bears the resulting costs until the legally effective end of the employment relationship or another deployment, whichever occurs first.

(2) If the Customer or an affiliated company hires an Employee directly (or via a third party) during the Deployment or within six months of its end, a conversion fee is owed: two gross monthly salaries within the first three months of Deployment, 1.5 after three to six months, 1.0 after six to nine months, 0.5 after nine to twelve months, and none thereafter. The Customer may prove the economic value of Smooth Transitions' service was significantly lower.

(3) The right to extraordinary termination for good cause remains unaffected.

9. Liability and Indemnification
(1) Smooth Transitions is liable without limitation for intent, gross negligence, and injury to life, body, or health. For slightly negligent breach of essential contractual obligations, liability is limited to foreseeable, typical damage and capped at the net fees paid by the Customer in the three months preceding the event. Liability for slight negligence is otherwise excluded, as is liability for indirect or consequential damages, to the extent legally permissible. Smooth Transitions is not liable for the outcome or timing of any immigration application. Mandatory statutory liability remains unaffected.

(2) The Customer indemnifies Smooth Transitions against claims, costs, and damages arising from a breach of the Customer's duties under Section 5, including inaccurate or delayed information, except where the disadvantage is based on Smooth Transitions' own intent or gross negligence.

10. Data Protection, Confidentiality, and IP
(1) Each party complies with applicable data protection law (GDPR, BDSG) and is independently responsible for its own processing, unless a separate data processing agreement is concluded.

(2) Confidential information obtained in the course of the cooperation shall be treated as strictly confidential, used only for contract performance, and this obligation survives termination; it does not apply to information that is public, already known, or required to be disclosed by law.

(3) Smooth Transitions ensures, as far as legally possible, that the Customer receives the rights of use necessary for work results created during the Deployment; pre-existing rights, open-source components, and general know-how are not transferred.

11. Final Provisions
(1) Smooth Transitions may use suitable subcontractors and remains responsible for proper performance of its own obligations. Rights and obligations may only be assigned with the other party's prior consent; § 354a HGB remains unaffected.

(2) Changes require text form. German law applies, excluding the CISG. The place of jurisdiction is Winterberg, provided legally permissible.

(3) Should any provision be or become invalid, the remaining provisions remain unaffected and are replaced by the statutory provisions.

Annex 1 – Fee Schedule
Applies unless deviating Commercial Terms, offers, or price agreements have been made.

1. Employer of Record Fees
€499 Monthly EOR Fee
Fee: To be agreed
Invoicing: Per employee / month

A waived onboarding/offboarding fee is conditional on the Deployment continuing at least twelve months; if terminated earlier for reasons within the Customer's sphere, the waived fees become due.

2. Taxes and Deposit
All fees are net; German VAT applies where relevant (reverse charge for EU B2B customers; no German VAT for non-EU B2B customers).

Deposit: one month's gross salary plus employer-side costs, due before Deployment start; refundable, not subject to VAT.