General Terms and Conditions for Recruitment Agencies

1. Scope of application and validity
1.1 These General Terms and Conditions (hereinafter referred to as “GTC”) shall apply to all recruitment transactions for permanent positions between the Recruiter and SwissFactory.Group (hereinafter referred to as “SFG”) and its subsidiaries. They shall also apply to individual orders,
insofar as no written provisions deviating from these GTC have been agreed for these.

1.2 For the purposes of these GTC, the term “SFG” includes both SwissFactory Holding AG with its registered office in Neuenegg and all of its subsidiaries listed on the SFG homepage, irrespective of their legal structure or registered office.

1.3 With the transmission of the candidate dossier by recruitment agencies - regardless of the communication channel used (e.g. e-mail, homepage, external job portals, social media, business networks, etc.) - these GTC shall be deemed to have been accepted in full and shall apply to the resulting employment. The current and binding version of the GTC is published here on the Internet.

1.4 Each vacancy at SFG is considered a separate business case. If the same candidate is proposed by several recruitment agencies for the same vacancy, the date of receipt of a candidate's dossier from the respective agency is decisive for the conclusion of the contract between SFG and the respective recruitment agency.

1.5 If a candidate has already applied independently to SFG within the last 6 months before the recruiter submitted his dossier to SFG, the recruiter shall not be entitled to the success fee.

1.6 If a Candidate, after his/her dossier has been submitted to SFG by the Recruiter for a vacancy, successfully applies for another vacancy at SFG 6 months later on his/her own initiative and/or through a third party at the same time and/or at a later date, no contractual relationship shall come into existence between SFG and the Recruiter and SFG shall not owe the Recruiter any fee for this.

2. Operating license/recruitment activity
2.1 The recruitment agency must have a valid operating license from the cantonal employment office in accordance with the Federal Act on Employment Agencies and Staff Leasing (AVG) and the associated Ordinance (AVV, SR 823.111). For foreign placements, the company must also have a valid permit from the State Secretariat for Economic Affairs (SECO). The recruitment agency must have a valid operating license at all times during its collaboration with SFG and must comply with the obligations stipulated by the AVG. SFG must be informed immediately of any changes to or withdrawal of the license. SFG is entitled to request proof of the operating license and/or inspection of a placement contract from the recruitment agency at any time.

2.2 If the Recruiter cannot provide proof of a valid operating license during the collaboration, SFG is not obliged to pay a placement fee for a placed candidate.

3. Scope of services
3.1 The recruiter selects and recruits suitable management and specialist personnel for permanent positions. The recruiter has checked the suitability of the candidates at least once in a personal interview before submitting the dossier. The recruiter also carries out a written analysis and ensures that the candidates are seriously interested in working for SFG. The recruiter submits a complete candidate dossier to SFG, which contains the following cumulative information:

• Comprehensive written analysis of the aptitude test conducted, including reasons for changing previous employers and specific expectations of SFG.

• Copy of the candidate's CV including direct contact details (e-mail and telephone number).

• All references (if any are missing, this will be explained in the comprehensive written analysis).

• All diplomas (if some are missing, this will be justified in the comprehensive written analysis).

• Copy of foreigner's identity card.

• Specific salary expectations in relation to the position for which the dossier is being submitted.

• Obtained reference information.
   

3.2 The recruiter works exclusively with the contact person named in the job advertisement. As part of the placement service, the recruiter will organize the interviews. This includes in particular the personal invitation and sending of written invitations to candidates as well as the simultaneous delivery of copies to the SFG contact person or the interview participants named by the latter.

3.3 SFG is not obliged to provide feedback on every candidate dossier submitted by the recruitment agency.

3.4 SFG does not accept candidate dossiers from recruitment agencies from persons who have had a fixed-term or permanent employment contract with SFG in the last 12 months. This also applies to working students, interns and apprentices.

3.5 Until the candidate signs the employment contract, SFG or the recruiter may withdraw from the contract at any time without financial consequences.

3.6 In the event of a successful placement and after the employment contract has been signed, the recruiter shall obtain the necessary work permit for the placed candidate as an additional service. This permit must be submitted to SFG in full and in a legally valid form at the latest before the placed candidate's first day of work. If the permit is not submitted on time, SFG reserves the right to assert claims for damages against the recruiter.

3.7 SFG also expressly reserves the right to terminate the cooperation with the Recruiter at any time without compensation (i.e. also without a success fee) in the event of a breach of the above provisions.

4. Contingency fee and invoicing
4.1 SFG shall only owe the Recruiter the fee if an employment contract has been concluded between SFG and the candidate proposed by the Recruiter and this has been signed (success fee).

4.2 If the recruitment does not lead to the conclusion of a signed employment contract with the Candidate, SFG shall not owe the Recruiter any fee, irrespective of the reasons for this.

4.3 The success fee amounts to:

• CHF 8,000 for non-management positions;

• CHF 12,000 for management positions; and

• CHF 15,000 for C-level positions.
   

4.4 The success fee covers all services (including expenses) of the recruiter.

4.5 The success fee is due 6 months after the end of the probationary period agreed with the placed employee. If the fee is due, the recruiter will submit an invoice. SFG shall make payments due within 60 days of receipt of the invoice.

4.6 If the employee is assigned to a job that differs from the requirements profile, this shall not affect the Recruiter's entitlement to remuneration.

5. Guarantee services
5.1 If the employee does not take up the placed position after signing the employment contract or resigns during the probationary period, the Recruiter must refund the entire success fee already paid by SFG within 60 days.

5.2 If a candidate placed by the recruitment agency leaves SFG within 6 months of the end of the probationary period or if SFG terminates the contract for performance reasons within this period, no success fee shall be owed. Excluded from this are the following reasons for the termination of the employment relationship that are beyond the control of the recruiter: illness, accident, downsizing, reorganization, takeover and merger.

6. Confidentiality and data protection
6.1 Without the prior written consent of SFG, confidential information and documents of SFG (e.g. clientele, business relationships, business transactions, etc.) relating to this contract or obtained from the client or third parties in the course of the provision of services may not be disclosed to any third party or used for purposes other than the provision of services in accordance with this contract. The contracting parties shall also ensure confidential treatment by their employees and any third parties involved. The duty of confidentiality exists prior to the conclusion of the contract and continues to apply after the termination of the contract.

6.2 SFG may use confidential information within SFG and guarantees its confidential treatment within the organization. The confidentiality obligation shall continue to apply for a period of two years after termination of the contractual relationship. Statutory duties of disclosure remain reserved.

6.3 The contracting parties shall collect, process and use data on the vacancies to be filled and on job seekers only insofar as this is necessary for recruitment. Personnel dossiers of job seekers, with the exception of the dossier of the employed candidate, remain the property of the recruiter or the job seeker. Data of job seekers and vacancies that allow conclusions to be drawn about the person or the employer may only be passed on with the consent of the person concerned. The archiving of data after completion of the placement activity is also
only permitted with the written consent of the persons concerned, which can be revoked at any time. In all other respects, the statutory provisions on personal and data protection apply.

7. Warranty and duty of care
7.1 The Recruiter undertakes to exercise the utmost care in the performance of this Agreement - taking into account any instructions issued by SFG and legal requirements - and to perform professional quality work and to comply with applicable professional rules, unless this Agreement prescribes a higher standard in individual cases.

7.2 The Recruiter undertakes to propose to SFG only experienced and professionally suitable candidates who meet the requirements of the position in question. The basis for this are the requirement criteria defined in the respective job advertisement. The recruiter shall ensure that the proposed candidates have the necessary qualifications, knowledge and experience to perform the respective job competently before forwarding the dossier to SFG.

8. Liability
If SFG incurs demonstrable damage or increased administrative expenses as a result of unfaithful or careless performance of the agreed services, the recruitment agency shall be liable for compensation, unless it can prove that it is not at fault. The recruitment agency shall also be liable for the conduct of its auxiliaries (e.g. employees, external personnel) and third parties involved as for its own conduct. The amount of damages to be compensated corresponds to the expenses incurred in Swiss francs, based on verifiable internal or external costs (e.g. working time, recruitment costs, lost services, etc.). A lump-sum compensation of at least CHF 500 shall be owed for additional administrative expenses, unless higher damages are proven. The burden of proof for fault lies with SFG, the burden of proof for lack of fault lies with the recruitment agency.

9. Enticement
9.1 For a period of 3 years from the date of receipt of the application dossier by SFG, the recruiter is prohibited from enticing away candidates placed by him and employed by SFG who are in an employment relationship with SFG that has not been terminated and/or from placing them further. In the event of non-compliance, a contractual penalty in the amount of the remuneration paid for the successful placement of the candidate shall become due.

9.2 Payment of the contractual penalty shall not release the Recruiter from compliance with the contractual obligations. It is owed in addition to any compensation for damages.

10. applicable law and place of jurisdiction
This contractual relationship is governed by Swiss law. In the event of disputes arising from or in connection with the contract, the place of jurisdiction for legal action by SFG shall be the registered office of SFG or the registered office of the recruitment agency.

11. Entry into force
These GTC apply to all candidate dossiers submitted to SFG from May 1, 2025. By submitting the candidate dossier, the recruiter confirms that they have read these GTC and agree to their content, regardless of the communication channel used (e.g. email, homepage, external job portals, social media, business networks, etc.).