1. GENERAL RULES
1.1. This Framework Agreement shall not imply any obligation to borrow on behalf of Borrower.
1.2. Special orders shall be concluded separately for each individual Borrowed Employee, irrespective of the fact that Borrower’s Special order may simultaneously order the lending of several Borrowed Employees.
1.3. Adecco represents that it complies with legislation and other legal conditions applicable to companies working in the labor lending field, and permanently maintains compliance with the above during the term of this Framework Agreement.
1.4. Adecco undertakes to practice the utmost and reasonably expectable diligence during the term of lending, and fulfills its contractual obligations with consideration of Borrower’s interests.
1.5. Upon submitting the Special Order, Borrower shall hand over to Adecco the standard job description of the position held by Borrowed Employee, and informs Adecco about other conditions necessary for the selection and employment of the Borrowed Employee (including specification of the qualification necessary for the position), and also informs Adecco about the employment conditions of Borrowed Employee.
2. RIGHTS AND OBLIGATIONS OF PARTIES
2.1. Borrower shall properly document any and all complaints regarding Borrowed Employee’s work and conduct, and shall continuously inform Adecco thereof by handing over the related documents and evidence.
2.2. Borrower shall record Borrowed Employee’s working hours, rest periods, and paid leave (hereinafter collectively referred to as Attendance Record). Authenticity and completeness of the Attendance Record data shall be certified by the signatures of both Borrower and Borrowed Employee.
2.3. Borrower shall report Adecco regarding the working hours fulfilled by Borrowed Employee (hereinafter referred to as Reporting). The identity of Borrowed Employee shall be indicated in a way that is appropriate for individual identification. The report shall include the ordinary and extraordinary working hours, paid leave, sick leave, any part-time work of Borrowed Employee on a daily or monthly basis (or for the period of lending if it is shorter), furthermore the working hours performed on duty or stand-by, the period of absence from work and the title of such absences, and any relevant data in case of the application of a frame working-time or accounting period. Reporting shall be fulfilled by Borrower by a) filling in the Excel table provided by Adecco, or b) in a pdf file.
2.4. Borrower shall deliver to Adecco the Reporting and all related documentation (certified Attendance Record, any other documents necessary for payroll services) until the 2nd workday of the month following the reference month the latest, or in the event that the borrowing terminates during the course of a month, within 2 days after termination.
2.5. Borrower shall pay liquidated damages upon failure to comply with the above deadline for Reporting. The amount of liquidated damages shall be HUF 500,000 for each breach of contract. Payment of liquidated damages shall not exempt Borrower from its contractual obligations.
2.6. Adecco shall verify the data included in the Reporting and the related documents thereof, and shall be obligated to immediately notify Borrower of its objections, if any.
2.7. Borrower shall be liable for all damage that incurred at Adecco due to the fact that Borrower did or did not complete the Attendance Record, or completed the Attendance Record deficiently, unpunctually, or otherwise improperly, or the related documentation is deficient, unpunctual, or otherwise improper and later the Borrowed Employee raises claims for salary against Adecco due to that fact. The liability of Borrower under this point shall also apply after the termination of the contract between the Parties irrespective of the termination of the contract.
2.8. Borrower shall inform Adecco of the components of the salary to be paid and provided for Borrowed Employee (including in particular: base salary, salary supplements, 13th month pay, bonus, premium, any cash or non-cash benefits, etc.), as well as the amount of such elements and conditions of entitlement.
2.9. Parties shall mutually notify each other in the event that either Party is under labor inspection that affects or may affect the employment of Borrowed Employees. In the event that Borrowed Employee initiates an employment lawsuit or any other administrative procedure against either Party, the concerned Party shall without delay notify the other Party, and Parties shall cooperate in order to settle the issue, and shall establish their standpoint together.
2.10. Parties shall exercise employer’s rights and obligations arising from the employment of Borrowed Employee collectively.
Adecco shall, in particular, exercise employer’s rights and meet obligations with respect to the establishment and termination of employment relationship, modification of employment contract, payment of salary. Borrower shall, in particular, exercise the employer’s rights and meet obligations with respect to work schedule, arrangement of working hours, granting of paid leave, instructions related to work, management, supervision of work, right to give written warning, provision of healthy and safe working environment, organization of work safety training, information on applicable work and fire safety regulations and environmental standards, notification of competent authorities, recording and investigation of work accidents suffered by Borrowed Employees.
2.11. Borrower shall be entitled and obligated to provide paid leave to Borrowed Employee in accordance with the applicable provisions of the Labor Code. Parties agree that if Borrowed Employee was provided pro rata temporis more days of paid leave than adequate at the time of the termination of Borrowed Employee’s employment, the related costs and expenses shall burden Borrower, subject to the provisions of the Labor Code.
2.12. Concerning Borrowed Employee’s medical aptitude test, organization of training and coaching, provision of work clothes and personal protective equipment for Borrowed Employee, and the arrangement of Borrowed Employee’s commuting shall be the obligation of the Party specified in Appendix 2 hereto.
2.13. In the event that Adecco is obliged to organize the medical aptitude test according to Appendix 2 hereto, Borrower shall hand over to Adecco the risk assessment and all work safety documents related to the position of Borrowed Employee.
2.14. In the event that Borrower directly provides to Borrowed Employee any benefits with tax liability born by the payer, Borrower shall be liable for any and all taxes, and other costs and expenses related to such benefit. Moreover, Borrower shall be liable for any obligation to submit tax declarations, payment of tax and any other obligations pursuant to tax legislature.
2.15. Borrower’s claim arising from this Framework Agreement shall expire after the period of 1 year.
2.16. Regarding prerequisites for the fulfillment of the position, Borrower shall neither be entitled to determine any circumstances that may be exclusive or restrictive toward certain Borrowed Employees (especially: pregnancy of the employee, having children of ages 3-4, etc.), nor shall Borrower be entitled to terminate Borrowed Employees’ employment contracts due to the above reasons. Borrower shall be obligated to reimburse Lender the sum to be paid to Borrowed Employee as salary and employer’s duties related to it.
3. LENDING FEE AND RECRUITMENT FEE
3.1. Adecco shall be entitled to receive a lending fee for its labor lending services in accordance with Appendix 1.
3.2. Borrower shall be entitled to establish an employment relationship with Borrowed Employee subject to payment of the fees specified in Appendix 1. These provisions shall be applicable even if Borrowed Employee is employed on the grounds of an agreement concluded with a third person.
3.3. Lending fee shall be accounted on a monthly basis. If the lending period is shorter than a month, the lending fee shall be accounted for the actual period of lending (hereinafter referred to as Accounting Period).
3.4. The lending fee and other fees Adecco is entitled to receive shall be subject to the effective value added tax.
3.5. Borrower shall be obligated to pay the lending fee against an invoice – issued in accordance with relevant legislature – via bank transfer to Adecco’s bank account. Due date of payment shall be included in Appendix 2 hereof.
3.6. In the event that the lending fee is invoiced in a currency other than HUF, the costs and expenses accrued in HUF shall be converted at the exchange rate issued by the Hungarian National Bank on the last workday of the Accounting Period.
3.7. In the event of late payment, Borrower shall be obligated to pay a default interest. The default interest specified in § 6:155 of the Civil Code shall be applicable. The obligation to pay default interest shall be applicable, irrespective of the fact that Borrower justifies its delay.
3.8. Adecco shall be entitled to unilaterally increase the fixed hourly based lending fee if an increase occurs arising from legislation provisions concerning any wage element payable to the Borrowed employee (including in particular, but not exclusively basic salary, wage supplements, payments for periods of absence, sickness benefit, normative wage upon termination of employment, etc.), or the salary of employee becomes the subject to a new wage factor introduced.
The above provision shall be applicable to the increase concerning minimum wage and guaranteed minimum wage introduced by legislation, provided that Adecco shall be obligated to increase the contractual basic salary of the Borrowed employee arising from such increase of the minimum wage or guaranteed minimum wage.
3.9. In the event that Adecco introduces a potential employee to Borrower, but the candidate will not be employed as Borrowed Employee by Borrower, however, within 12 months after the introduction, an employment relationship is established between Borrower and the candidate, Borrower shall be obligated to pay recruitment fee to Adecco. The amount of the recruitment fee is included in Appendix 1.
3.10. Borrower shall be entitled to establish an employment relationship with the Borrowed Employee (try & hire) up to the 10 percent of the number of Borrowed employees calculated on the average numbers of borrowed employees standard in the previous month Borrower shall be obligated to notify Adecco of its intention to establish an employment relationship at least 5 days prior to execution, stating the name and personal information (place and date of birth, mother’s maiden name) of the concerned Borrowed Employee, as well as the expected date of the employment contract. If, based on the above notification of Borrower, the employment relationship existing between Borrower and Borrowed Employee is terminated, Borrower and Borrowed Employee shall establish an employment relationship, therefore, Borrower shall be obligated to pay Adecco the recruitment fee in the extent specified in Appendix 1, provided that Borrowed Employee was recruited by Adecco.
3.11. In the event that Borrowed Employee’s lending to Borrower terminates, for any reason or in any manner, r within 12 months (including cases where lending is determined for a period shorter than 12 months), however, an employment relationship is established between Borrower and Borrowed Employee within 12 months from the starting date of lending, Borrower shall be obligated to pay the recruitment fee to Adecco. The amount of the recruitment fee is included in Appendix 1, provided that Borrowed Employee was recruited by Adecco.
3.12. For the purposes of Clause 3.9., 3.10. and 3.11., any work performed on the basis of lending, however, under conditions other than an employment contract, and work performed under any other legal relationship (especially, agency or contractor relationship) shall be considered an employment relationship. Transactions subject to lending fee shall be settled monthly by a monthly accounting.
4. LIABILITY FOR DAMAGES
4.1. Adecco shall reimburse Borrower for the damage caused by Borrowed Employee in accordance with the provisions of the Civil Code on damage caused by employees, given that Adecco shall exclusively be liable for such damage to Borrower to the extent covered by its liability insurance for such risks. Borrower is entitled to enforce its claim for damages related to the part of damage not covered by Adecco’s liability insurance against Borrowed Employee, in accordance with relevant provisions of the Labor Code.
4.2. Notwithstanding the content of Clause 4.1., in the event that Borrowed Employee was recruited and/or selected by Borrower, such Borrowed Employee shall exclusively be liable for any damage caused to Borrower, and Borrower shall enforce its claim for damages against Borrowed Employee in accordance with relevant provisions of the Labor Code.
4.3. Borrower shall be liable for any damage caused by Borrowed Employee to any other third party during the lending period in accordance with the provisions of the Civil Code on liability for damage caused.
4.4. Borrower shall be liable for any damage caused to Borrowed Employee during the lending period or related to the employment relationship with Borrower. In the event that based on the universal responsibility of Adecco and Borrower, Borrowed Employee enforces its claim for damages against Adecco, and such claim is fulfilled by Adecco, Borrower shall reimburse Adecco the amount of indemnity paid to Borrowed Employee.
4.5. In the event that Borrowed Employee suffers an accident in the frame of lending and during the performance of work related to his/her employment relationship, Borrower shall immediately notify Adecco.
4.6. In accordance with the provisions of the Civil Code, Borrower shall be fully liable for any damage evidently attributable to Borrower’s failure to fulfill its obligations, or giving Adecco false or unlawful information, or in the event that Adecco terminates the employment relationship with Borrowed Employee on the basis of the information provided by Borrower, which information ultimately leads to a Court decision stating that termination of the employment was unlawful.
5.1. During the fulfillment of this Framework Agreement, any fact, information and data disclosed to Parties – including the conclusion, content and termination of the Framework Agreement – shall be considered confidential. Neither of the Parties shall be entitled to publish, disclose to third persons or use for its own purposes any data to be considered confidential without the other Party’s permission. Parties shall be liable for damages arising from the infringement of confidentiality obligation regarding business secrets. The confidentiality obligation and legal consequences of infringement thereof shall be applicable without time restriction until the content of the business secret is lawfully published in Hungary.
5.2. Parties shall exclusively be entitled to use other Party’s name and logo for the promotion or advertisement of their own business activities only with the other Party’s prior written approval.
6. DATA PROTECTION
For the purposes of this Section 6. “Data Protection”, the defined terms listed below shall have the following meanings:
“Applicable Data Protection Legislation”: means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the Processing of Personal Data and on the free movement of such data, and repealing Directive 95/46/EC and all other applicable laws and regulations relating to or impacting the Processing of Personal Data.
“Consent”: means any freely given, specific, informed and unambiguous indication of the Data Subject’s wishes by which he or she, by a statement or by a clear affirmative action, signifies agreement to the Processing of Personal Data.
“Data Controller”: means the natural or legal person, public authority, agency or other body which alone or jointly with others determines the purposes and means of the Processing of Personal Data; where the purposes and means of such Processing are determined by EU or Member State laws, the Data Controller or the specific criteria for its nomination may be provided for by those laws.
“Data Processor”: means a natural or legal person, public authority, agency or any other body which Processes Personal Data on behalf of the Data Controller.
“Data Subject”: means an identified or identifiable natural person who is the subject of the relevant Personal Data.
“Personal Data”: means any information relating to an identified or identifiable natural person; an identifiable person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.
“Personnel”: means any individual employed by, or party to a personal contract for services with, Borrower (or one of its affiliates) or Adecco (or one of its affiliates).
“Process” or “Processing”: means any operation or set of operations performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
“Relevant Data Subject”: means each Data Subject in respect of which (i) Personal Data is held by one Party but not the other at any point during the life of this Framework Agreement; and (ii) the Party holding that Personal Data proposes to or is obliged to share (or has so shared) that Personal Data with the other Party under this Framework Agreement.
6.1. In case of any conflict between (i) the terms and/or obligations in this Framework Agreement with (ii) those in the Applicable Data Protection Legislation, the latter shall take precedence over the former.
6.2. The Parties acknowledge and agree that each Party acts as a Data Controller in its own right with respect to its Processing of Personal Data in connection with the provision and receipt of the services. Each Party, as Data Controller, may disclose Personal Data to the other Party, as Data Controller under this Framework Agreement.
6.3. The Parties shall for the purposes of providing and receiving the services:
6.3.1. comply with their respective obligations under the Applicable Data Protection Legislation in relation to the Processing of Personal Data, including but not limited to:
(a) ensure that in respect of each Relevant Data Subject, that Data Subject has been provided with all necessary fair Processing information in respect of: (i) the Processing of their Personal Data for the purposes envisaged under or in connection with this Framework Agreement; and (ii) the disclosure of their Personal Data to the other Party;
(b) ensure that in respect of each Relevant Data Subject, the Party has a valid Processing ground under Applicable Data Protection Legislation to share their information with the other Party;
(c) only Process the Personal Data to the extent necessary to comply with its obligations under this Framework Agreement;
(d) implement, maintain and operate sufficient and appropriate technical and organisational measures that meet the requirements of the Applicable Data Protection Legislation;
(e) take all necessary steps to ensure the reliability of all of its Personnel with access to the Personal Data and ensure that all such Personnel are bound by a duty to keep the Personal Data confidential;
6.3.2. at the other Party’s reasonable request and within a reasonable timescale, provide evidence of the measures the other Party has taken to comply with its obligations under this clause 6.3 and in particular confirm in writing when Personal Data regarding Relevant Data Subjects was first Processed by the Party and provide copies of the fair Processing information provided to that Relevant Data Subject;
6.3.3. immediately notify the other Party in writing:
(a) of any complaint which relates directly or indirectly to the Processing of the Personal Data under this Framework Agreement or to either Party’s compliance with the Applicable Data Protection Legislation; or
(b) if the Personal Data is Processed in breach of this Framework Agreement or the Applicable Data Protection Legislation; or
(c) if the Personal Data is lost or destroyed (except as permitted by clause 6.3.4 below) or becomes damaged, corrupted or unusable or the Personal Data is otherwise subject to a security incident,
and shall provide the other Party (at the other Party’s cost) with full co-operation and assistance in relation to the same;
6.3.4. upon the termination or expiry of the Special Orders and this Framework Agreement, within a reasonable timescale, securely delete all Personal Data in its possession or control to the extent necessary under the Applicable Data Protection Legislation.
6.4. In the event that it is necessary for Personal Data to be transferred outside the European Economic Area, Parties will execute the appropriate EU standard contractual clauses or transfer such Personal Data in accordance with the principles of the Privacy Shield or other similar data transfer mechanism as approved and accepted by the Applicable Data Protection Legislation.
6.6. In accordance with the Applicable Data Protection Legislation and especially with the provisions of Act CXII of 2011 on Informational Self-determination and Freedom of Information, Borrower shall assure the protection of the Borrowed Employees’ personal data during the whole period of lending. Borrower acknowledges and agrees that the fulfillment of its above mentioned obligation shall be monitored – in the frame of on-site monitoring visit – by Adecco’s internal supervisor, appointed data protection officer or authorized auditor.
7. TERMINATION OF THE FRAMEWORK AGREEMENT
7.1. Either Party shall be entitled to terminate the Framework Agreement with 30-day notice via written notification to the other Party.
7.2. In the event of material breach of contract on behalf of one Party, the other Party shall request the remedy of such breach with 15-day notice from the breach. In the event that the breaching Party fails to remedy such breach within due time, the Party shall be entitled to terminate the Framework Agreement with immediate effect. The reasons for the termination with immediate effect shall be justified in writing.
7.3. The termination of the Framework Agreement based on Items 7.1. or 7.2. also means the termination of the Special Order(s), whereas the consequences specified in Item 8.3. shall be applicable as required.
8. CANCELLATION OF SPECIAL ORDER
8.1. Termination the Special Order with immediate effect with giving reasons
Parties agree that Borrower shall be entitled to terminate the Special Order with immediate effect, stating the reasons for termination, in the event that the Borrowed Employee does not show up on time on the site specified by Borrower as the place of work, or shows up in a condition where s/he is unable to perform his/her work, or refuses to perform his/her work, or fails to fulfill his/her obligations, or behaves in a way that could serve as the basis for termination of the employment relationship with immediate effect. Borrower shall be entitled to exercise its right of termination under this section within 2 days after acquiring knowledge of such circumstances. Borrower shall be obligated to attach to the notice of termination with immediate effect all the documents proving the Borrowed Employee’s behavior specified above. Upon termination with immediate effect, Borrower shall be entitled to request the lending of a new Borrowed Employee (in accordance with the rules applicable to the Special Order).
8.2. Termination the Special Order with immediate effect without giving reasons
Borrower shall be entitled to terminate the Special Order any time, without giving reasons accepting that provisions set out in Item 8.4. hereof are to be applied.
8.3. Termination the Special Order with 15 days notice
Borrower shall be entitled to terminate the Special Order with 15 days notice period without giving reasons accepting that the lending of the Borrowed Employee shall be terminated by the last day of the notice period.
8.4. In the event that the Special Order is terminated with immediate effect according to Item 8.2, and subsequently Adecco terminates the employment of the Borrowed Employee, Adecco shall be entitled to invoice to the Borrower the amounts paid to the Borrowed Employee upon termination of the employment relationship, that is remuneration (including, in particular, absence fee for notice period; in case of an employment relationship for a definite term, the absence fee to which the employee is entitled until the end of such definite term, but for the maximum term of 1 year; severance pay; redemption of vested vacation) based on the Annex 2.
8.5. Upon termination of the Borrowed Employee’s employment relationship, irrespective of the way of termination, the Special Order regarding the relevant Borrowed Employee shall be null and void without any further legal statement.
8.6. Parties agree that at the expiry of the 5-year period specified in § 214 Paragraph (2) of the Labor Code on the borrowing of a Borrowed Employee, the Special Order regarding the relevant Borrowed Employee shall be null and void without any further legal statement.
9.1. For the conclusion and termination of the Framework Agreement, irrespective of the reason and way thereof, Adecco excludes the application of § 30 – 40 of the Labor Code regarding the legal change in the person of the employer.
9.2. Parties agree that any statement or confirmation thereof communicated by simple email shall be accepted as a statement and agreement made in writing.
9.3. In the event that the deadline or the last day of the term stated in the Framework Agreement or the Special Order falls on a Saturday, a Sunday or a public holiday, the day of fulfillment shall be the following working day.
9.4. For matters not regulated in this Framework Agreement, the provisions of the Civil Code regarding agency, the Labor Code and other relevant laws shall be applicable.
9.5. Parties agree that upon termination of the Framework Agreement and the Special Order, both Parties shall be bound to return all documents belonging to the other Party and received during the fulfillment or as a result of the implementation of the Framework Agreement and the Special Order. Both Parties shall be entitled to make copies of the necessary documents and preserve them for the purpose of fulfilling their obligations based on effective legislature and for the period specified therein in accordance with relevant legislature and the Parties’ agreement on confidentiality and privacy, in compliance with the provisions of the effective law.
9.6. Parties primarily undertake to attempt the settlement of any dispute arising from or in connection with the Framework Agreement and the Special Order in a peaceful manner with conciliation.