Flash Hub GmbH
Freelancer: International freelancers who work on their own account as subcontractors of the supplier and carry out work under the guidance and control of the customer. International freelancers are used, the language is usually English.
Virtual team: One or more freelancers and / or employees of the customer, who work together via digital tools independent of location on the customer’s instructions.
Tools: A tool is an online-based software that supports the location-independent collaboration of freelancers. These are, for example, standard tools such as Slack, Jira, Asana, Trello etc., which the provider provides on behalf of the customer or which the customer himself books online. Tools are also referred to as software that the Provider provides for the customer and the virtual team to carry out the work arising from this contract.
Workflow: A workflow is a structured work process that defines the individual steps that the freelancers as well as the customer and other parties involved should follow in order to carry out the work in the sense and on behalf of the customer. Workflows are usually digitally supported in tools and carried out there.
1. Subject of the contract
The customer entrusts the provider with the execution of services and coaching and consulting in the context of collaboration with virtual teams, distributed teams and remote teams. All services are to be seen as a service. Explicitly excluded is the transfer of responsibility for work results or project results to the Provider. The responsibility for results of individual work or projects lies solely with the customer. Services are commissioned on the basis of an offer prepared by the Provider, which the Customer accepts on the basis of and in agreement with these terms.
2. Elements of the contract
The following priority and order of priority shall apply as integral parts of the contract:
- the offer of the provider
- the provisions in this contract
- otherwise the provisions of the BGB
Within the scope of this contract, the provider will coach and advise the customer regarding the use of virtual teams and provide freelancers as subcontractors. For this purpose, the Provider shall provide documents, portals, tools, workflow descriptions and international freelancers which the customer can use to carry out work. The customer alone is responsible for the results of this work and for the control of the freelancers. The Provider shall provide advice to support these activities and shall offer the Customer access to freelancers, tools and workflows for this purpose.
To carry out work, the provider will introduce freelancers to the customer by sending freelancer profiles. The customer can interview introduced freelancers. The performance of additional test tasks by presented freelancers, which go beyond the assessment carried out by the provider, is only carried out against payment. The customer ensures that he/she provides the provider with all requirements for a sought-after freelancer, the start date, the end date, the weekly hourly limit and a description of the work to be performed by the freelancer(s) in advance. These requirements for a freelancer to be searched for are hereinafter referred to as “profile requirements”.
The Freelancers provided by the Provider will perform tasks independently, but are not subject to any authority to issue instructions by either of the two parties to the contract. The Provider shall not be liable for its freelancers used as subcontractors and their results.
The Customer is aware that the performance of the freelancers employed is determined by the management activity to be performed by the Customer. This includes the delegation of tasks, the completeness of the service description and the expected results as well as the regular review of the progress, results and quality of the individual activities performed. The provider will provide the client with advice for this collaborative work.
The customer will address instructions, requirements and feedback on the work performance and results directly to the freelancer(s) employed. The customer will also coordinate the desired time agreements (deadlines) and other general conditions directly with the freelancer and ensure that all requirements and agreements are stored transparently and comprehensibly in the tools provided for this purpose for each person in the virtual team. Since the provider does not manage or supervise the work of the freelancers, the provider is not responsible for the success or quality of the results of the freelancers’ work.
The client is entitled to stop the work of a freelancer at any time or to demand the replacement of a freelancer. Termination of the cooperation with a freelancer is done in writing by email, via a portal provided by the provider or via other communication software provided by the provider (slack etc). The provider must agree to a termination of the work of a freelancer requested by the customer with a notice period of 5 working days. Working hours that have been performed by the affected freelancers until the requested stop comes into effect are to be paid in full by the customer until the time of termination. The Provider shall endeavour to provide an appropriate replacement for the Freelancer, but is not obliged to do so. With the claim to the replacement of a freelancer, the customer is at the same time obliged to inform the provider of any desired adjustments to the initial profile requirements, so that the provider can adjust his search efforts accordingly. The exchange of a freelancer at the request of the customer or due to the unavailability of a freelancer due to work content for which the customer is responsible, can be claimed once within a current month. For each further exchange, the Provider shall demand an additional remuneration specified in a separate offer. If the customer is not satisfied even after three exchanges, the provider may terminate the contract for the provision of this affected freelancer. All further existing orders remain unaffected.
If a freelancer provided by the Provider is no longer available, the Provider will immediately begin the search for an appropriate replacement. The delivery of a replacement, especially within a certain period of time, is not owed by the Provider.
3. Payment, time recording and retrieval of hours
The customer will pay the hourly quota performed by the freelancers at the agreed hourly rate per freelancer on a weekly basis. The provider will issue an invoice for the amount paid weekly. The customer deposits his credit card in the provider’s portal or gives permission to collect the amount due via SEPA direct debit. The invoice amounts are debited via the payment method deposited. The freelancers provided by the provider will document working hours through a time recording system provided by the provider. The recorded times are accessible to the customer on a weekly basis and can be checked by the customer at weekly intervals. Upon request and by mutual agreement, the contractual partners and the freelancers employed can agree to the use of an alternative time recording system if all parties involved agree and are given access to it.
If a certain contingent of hours is firmly assured within the scope of an offer and if the customer has not called up these hours from the freelancer employed, the full assured contingent of hours per week will still be calculated and paid by the customer. Additionally performed hours, which exceed the agreed hourly contingent and were requested or released by the customer, will be charged additionally with the offered hourly rate.
In the event of late payment of an invoice, the Provider may immediately reduce or suspend services until the invoice is paid. In particular, this refers to access to tools, workflows and the work of the freelancers provided by the Provider. The provider is in no case liable for any damages caused by this. The provider does not owe a continuation of the provision of the freelancers affected by this.
All prices mentioned are net prices plus statutory value added tax valid at the time of invoicing.
The provider can adjust the prices of the freelancers weekly. An adjustment is made especially when the freelancers employed adjust their prices. The customer does not have to agree to the price increase. If no consent is given, the provider will endeavour to find an appropriate replacement.
The provider is entitled to engage an external service provider for a professional invoice management.
4. Release of freelancers for direct hiring or employment
Freelancers are commissioned and provided by the provider as subcontractors to perform services for the customer. Should the customer outside of the contractual relationship established herein directly or indirectly (through other intermediaries or in the context of an employment relationship) with freelancers who were initially introduced by the provider via freelancer profile, interview or email or used for work, this is possible through a one-time transfer fee of 12,500 EUR plus VAT. This regulation applies from the time when the provider suggests a freelancer profile to the customer until 12 months after the last assignment of the freelancer to be released. Individual agreements can be arranged if both parties agree.
5. Responsibility of the customer
The customer is solely and exclusively responsible for the management, supervision, work and performance of the freelancers employed. The customer agrees that he is responsible for informing the freelancers as well as the provider about processes and guidelines that are to be applied and observed by his contractually appointed freelancers when carrying out the work. The customer is responsible for acquiring all necessary rights and licenses to software, code, information, documentation or other materials and intellectual property that must be made available to the Provider and the Freelancers to perform the service. The customer is also responsible for ensuring that he has all rights and licenses required for the creation or use of the work results.
The customer assumes the entire risk in relation to the customer’s technology, products and related materials used, including all work, work results and materials contained therein.
THE PROVIDER MAKES NO WARRANTY OR REPRESENTATION OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES PROVIDED, FREELANCERS EMPLOYED, WORK, WORK RESULTS, OR OTHER RESULTS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY DIRECT AGREEMENT BETWEEN FREELANCER AND CUSTOMER. The provider hereby disclaims all other representations and warranties, including any implied warranties of merchantability, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT AND ALL REPRESENTATIONS OR WARRANTIES ARISING OUT OF THE COURSE OF BUSINESS, PERFORMANCE OR USE OF THE SERVICE OR OTHER SERVICES OFFERED.
6. Retention of title
The provider reserves the right of ownership of the service provided or the transfer of ownership of the freelancers employed until receipt of all payments from the underlying contract or all other existing contracts between the customer and the provider. If the customer does not fulfil his contractual obligations, especially in case of default of payment, the provider is entitled to reclaim the results of the service of the employed freelancers. The customer is obliged to hand over all services including all copies. The operation of created software or in the context of the cooperation of created workflows and tools for leading virtual teams or other works is to be stopped immediately at the request of the provider in the case described above. The request for return does not constitute a withdrawal from the contract, unless this has been expressly declared in writing.
The customer will treat all information confidentially, which is made accessible to him in the context of the completion of this contractual relationship and which concerns methods and procedures used by the provider. Both parties to the contract undertake to maintain secrecy with regard to all order-related and company-related data that is not freely accessible to the public.
8. Evidence clause and e-mail communication
Data stored in unalterable electronic registers (e.g. CD – ROM, code repositories) are admitted as evidence between the parties. The same applies to e-mails. E-mails are treated as documents. As evidence that an e-mail has been sent by a certain person, it is sufficient to submit a copy of the e-mail which shows the sending process.
9. Reference designation
The Provider is entitled to include the Customer in his reference list and to name him by name with details of the location and content of the cooperation. The secrecy remains unaffected by this.
10. Travel expenses
Additional meetings at the customer’s location or participation in meetings with other project participants are carried out according to time and effort at an hourly rate of the freelancers employed and are invoiced additionally. Expenses will be charged according to the following conditions:
Rail journey: 2nd class
Flight: Economy fare or lowest fare, depending on the possibility
Car: 0,45 € per kilometre driven
Hotel: Costs according to attack, good (4 stars) hotel category
Other costs (e.g. taxi, parking garage) will be charged 1:1. Additional expenses for meals are charged according to the tax rates.
11. Term of contract and termination
The contractual relationship is concluded for an indefinite period. It can be terminated by both parties with a notice period of 4 weeks to the end of the month without giving reasons.
12. Nature and scope of services
The provider undertakes to perform the services to be provided under this contract in a professional manner.
Additional services which are not listed in the corresponding offer of an order and which are instructed by the customer will be carried out against separate payment.
13. Freedom from instructions
The provider is not subject to any instructions of the customer in the fulfilment of the contract or in the execution of the activity taken over by him with regard to time management and the organisation of the activity sequence. The same applies to employed freelancers, who are provided for the customer as subcontractors of the provider and perform tasks independently according to instructions from the customer.
14. Order fulfilment
The services of the provider are considered to be fulfilled if the customer does not raise objections immediately after receipt. The time, place, type and scope of the defect must be precisely described.
If the customer justifiably complains about defects in the contractually agreed service, the provider is obliged and entitled to rectify the defects.
In the event of injury to life, body or health, the statutory provisions shall apply.
The provider assures the customer to strictly adhere to the regulations on minimum wages in his company. The Provider also gives this assurance for his subcontractors if this regulation is applicable in the country of the subcontractor or freelancer.
16. Other provisions
This Agreement and its Annexes constitute the entire agreement of the Parties.
Tacit, oral or written collateral agreements have not been made. Amendments or supplements to this contract of service are only effective if they are agreed in writing. This also applies to any change to this written form clause. Notwithstanding the above, informal changes or amendments to this contract are also effective if they are individual agreements within the meaning of § 305b BGB. These individual agreements must always be subsequently recorded in writing to facilitate proof.
Otherwise, the provisions of the BGB shall apply.
17. Place of performance / Place of jurisdiction
The parties agree on Darmstadt as place of jurisdiction and place of performance of their mutual rights and obligations under this contract.