General terms and conditions

Article 1. Definitions

In these Terms and Conditions, the following terms are used as follows, unless otherwise expressly stated.

Candidate: any natural person recruited and selected by the Contractor to enter into an employment contract with the Client.

Contractor: TPS Recruitment B.V. (KvK number 78413028) and TPS Interim Professionals B.V. (KvK number 66872154), and/or a (legal) person affiliated with these parties, in combination with the party that actually accepted the Assignment.

Client: the person for whom the Contractor makes an effort to recruit and select a Candidate.

Assignment:

1. A Recruitment and Selection Assignment: includes the Assignment to recruit and select a Candidate, with the aim of establishing a Cooperation between this Candidate and the Client. There is an obligation to make an effort. A recruitment and selection assignment ends when the Client accepts the proposed Candidate.

2. A secondment assignment: involves the Assignment to employ a professional for a fixed period who (initially) will not be employed by the Client, where the work takes place without the direction and supervision of the Contractor.

Agreement: The agreement, including the terms and conditions, between Client and Contractor on the basis of which the Assignment is executed.

Cooperation: an employment contract, Assignment agreement or other cooperation between Candidate and Client

Article 2. Applicability

2.1 The following terms and conditions apply to all Assignments, offers and agreements concerning the recruitment and selection and/or executive search of candidates by the Contractor for the Client.

2.2 All our offers — including quotes, brochures and price lists — are free of charge and can be revoked by us without any form, even after acceptance by the client. Revocation after acceptance by the client will have to take place immediately.

2.3 An acceptance of our offer that differs from that offer is considered a rejection of the original offer and as a new offer from the Client that does not bind the Contractor. This also applies if acceptance differs from our offer only on minor points.

2.4 The annulment and/or nullity of any provision of these terms and conditions does not affect the validity of the other provisions of these terms and conditions.

Article 3. Reimbursement

3.1 The Client owes the Contractor a mediation fee for the recruitment and selection Assignment. This is agreed in the “Order Confirmation”. The mediation fee amounts to 25% of the gross annual income, excluding vacation pay and other emoluments and based on a full-time contract (40 hours), that the Candidate will earn with the Client.

3.2 The mediation fee is due when the Client enters into a Cooperation of any kind with the Candidate, directly or through and/or for third parties. The Contractor sends the invoice for the mediation fee to the Client at the time that the Candidate enters into a Cooperation with the Client.

3.3 The rates may be increased after the conclusion of the agreement due to external factors, such as increased taxes, external supplier rates, currency rates, raw materials, import duties, levies, wages or other charges.

3.4 The specified rates always exclude VAT and any travel and/or accommodation costs due.

Article 4: Delivery time, performance of work, advertising

4.1 Unless explicitly agreed otherwise, the delivery time is only approximate. Exceeding the delivery time does not under any circumstances entitle the Client to compensation or termination of the agreement.

4.2 The Contractor is entitled to suspend the further execution of the work as long as the Client has not fulfilled all its obligations towards the Contractor. This right of suspension applies until the Client has still fulfilled its obligations, unless the Contractor has now made use of its right to terminate the Agreement. This does not affect any right to compensation.

4.3 The agreement concluded by the Contractor will be executed to the best of its knowledge and ability. Minor deviations do not entitle the Client to dissolution and/or compensation. If the Client is of the opinion that the Client's performance does not comply with the agreement, it is obliged to inform the Contractor by letter confirmed by the Contractor within eight days after it has discovered or could have discovered the shortcoming. The notice of default must contain as detailed a description of the shortcoming as possible, so that the Contractor is able to respond adequately.

Article 5. Revocation and Amendment of an Order

5.1 If the Client withdraws or terminates the recruitment and selection Assignment before a Candidate is accepted, the Contractor is entitled to charge the Client a fixed amount of €3,000, as well as any recruitment costs incurred by the Contractor.

5.2 If the Client changes elements of the recruitment and selection Assignment in such a way that, in the Contractor's opinion, there is a new Assignment before a Candidate is accepted, the Contractor is entitled to charge the Client a fixed amount of €1,500, as well as any recruitment costs incurred.

Article 6. Other Client obligations

6.1 The Client is not entitled to disclose information about Candidates to third parties, including a company affiliated with the Client, in any way, or to present Candidates to third parties without the Contractor's consent. If the Client introduces a Candidate introduced by the Contractor to another person, company or institution within 12 months of introducing the Candidate, resulting in an employment contract or other contractual relationship with that Candidate, either in its own name or through and/or in Cooperation with natural or legal persons involving the Candidate, the Client will be obliged to pay the total costs in accordance with the provisions of these General Terms and Conditions.

6.2 If the Client rejects a Candidate introduced by the Contractor or the Candidate rejects an offer from the Client to conclude a Cooperation, after which the Client then enters into a Cooperation with the Candidate within 12 months of the Contractor's introduction, either in his own name or through and/or in Cooperation with natural or legal persons involving the Candidate, the Client will be obliged to pay the total costs in accordance with the Terms and conditions determined.

6.3 If the Client withdraws or terminates the recruitment and selection Assignment before a Candidate has been accepted but then makes an offer to a Candidate proposed by the Contractor and enters into a contractual Cooperation, the Client will be obliged to pay the total costs in accordance with the provisions of these General Terms and Conditions.

6.4 If a circumstance such as in article 6.1, article 6.2 and/or article 6.3 occurs and there is a contractual relationship other than an employment contract, the gross annual income including vacation pay and other emoluments in article 6 of these General Terms and Conditions should be understood as the Candidate's expected annual turnover.

6.5 If a circumstance such as in article 6.1, article 6.2 and/or 6.3 occurs, the Client must inform the Contractor about this within 10 working days, including a statement of the gross annual income or annual turnover as stated in article 9.2, by sending a copy of a document showing the Cooperation, failing which the Client owes a penalty of €3,000 excluding VAT to the Contractor, without prejudice to the Contractor's other rights under the Agreement.

6.6 The Client must comply with the legal and medical obligations with regard to the Candidate, including, where relevant, arranging a work and residence permit.

Article 7. Payment

7.1 Unless expressly agreed otherwise, payment must be made 14 days after the invoice date.

7.2 If no payment has been made within 21 days of the invoice date, we are entitled to charge interest equal to the statutory interest, plus 2% per annum, with part of a month being charged for a full month.

7.3 If the invoice amount has not been paid in full by the date of due and payable, the Client will be in default by the mere expiration of the term without any demand or notice of default being required. In that case, we are entitled to terminate the agreement without any judicial intervention. Furthermore, the Client is then obliged to reimburse the Contractor for all costs that we must incur to collect the outstanding amounts, in particular, but not limited to;

1. declarations from lawyers and prosecutors, both in and out of court, even insofar as they exceed the amounts liquidated by the court, costs of auditors, agents and collection agencies, as well as all execution costs;

2. the extrajudicial costs of these third parties are fixed at 15% of the principal amount, with a minimum of €200.00.

The Client will also bear the costs of any bankruptcy petition, as well as storage costs in the event of suspension of delivery.

7.4 If the Client has issued a collection authorization to the Contractor and the claims are reversed, the Contractor will charge the Client €2.50 collection costs per cancellation.

7.5 For a reminder note, €2.50 costs and an additional €5 will be charged by the Contractor to the Client for a reminder.

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Article 8. Candidate selection/liability

8.1 The Client is responsible for the final choice of a Candidate.

8.2 Contractor makes every effort to find a suitable Candidate. Contractor is not liable for the Candidate's acts and omissions in connection with or resulting from the Cooperation.

8.3 The Contractor is not liable for any damage that the Client may suffer in connection with the Assignment, regardless of whether it is caused by (subsequently proven) unsuitability of the Candidate or by other factors, except in the case of intent or deliberate recklessness on the part of the Contractor. The Client indemnifies the Contractor against any third-party claims in connection with the Assignment.

8.4 If the Contractor nevertheless proves liable, the Contractor's liability compensation is in any case limited to a maximum of the fee paid by the Client for this specific Assignment in the last 3 months. Insofar as the proper execution of the Assignment requires, the Contractor has the right to have (parts of) the work carried out by third parties. The Contractor undertakes to make maximum effort to achieve the agreed obligations and quality.

8.5 The Contractor assumes no liability for the work carried out by third parties insofar as these third parties have themselves entered into an agreement with the Client.

Article 9. Early termination of Cooperation

9.1 If the Cooperation with the Candidate is terminated by the Client or the Candidate within the warranty period of one month, the Contractor will endeavor to find a new Candidate for Client without charging additional costs, with the exception of additional advertising costs, which will be submitted to the Client for approval in advance, provided that:

1. the Client informs the Contractor in writing within 7 days of cancellation by the Candidate;

2. the cancellation is not the result of changing or non-compliance with the Cooperation by the Client;

3. The essential features of the function have not changed;

4. the termination of the Cooperation is not the result of a redundancy, reorganization, merger or acquisition;

5. the Client has paid all amounts invoiced by the Contractor and has not complied with what is described in these General Terms and Conditions by the Client.

9.2 If the Client or a (legal) person, company or institution affiliated with the Client enters into a Cooperation with the Candidate within 12 months of the introduction of the Candidate whose Cooperation has ended, as set out in article 9.1, the Client will be obliged to pay Contractor the full costs in accordance with the provisions of these General Terms and Conditions to compensate for the efforts to find a replacement.

Article 10. Code of Ethical Conduct

10.1 Candidates are only introduced to the Client after a personal interview has been conducted and they have been informed about the vacancy in question.

10.2 The Contractor will exercise discretion with regard to the business and personal data of the Client and the Candidate. Personal data is only provided with the consent of the Candidate.

Article 11. Confidentiality and confidentiality

11.1 The Contractor undertakes to maintain the confidentiality of all information received from the Client in the context of the Assignment, about the company, that it may suspect is confidential.

11.2 Candidates' data must be treated confidentially by the Client and may not be disclosed to third parties, including the company (s) affiliated with the Client.

Article 12 Choice of Law and Disputes

12.1 All actions performed by the Contractor, including agreements concluded by the Contractor, are governed by Dutch law.

12.2 Any disputes that may arise between Client and Contractor as a result of an agreement concluded by Client with Contractor or as a result of further agreements that may result from it will be settled by the competent court in Amsterdam.

Article 13. Non-recruitment clause

13.1 Both during the execution of this agreement and for a period of 2 years after its termination, the Client is not allowed to enter into, directly or indirectly, an employment agreement, assignment agreement, or any other contractual relationship with the interim consultant or any employee, representative or replacement of the interim consultant, in any capacity, unless this is done through the Contractor.

13.2 In the event of non-compliance with this clause by the Client, the Client will owe the Contractor a fixed fee of 500 times the interim consultant's hourly allowance agreed in article 4. This compensation is immediately due and is not subject to moderation or compensation.

13.3 The Contractor reserves the right to claim additional compensation if the actual damage exceeds the fixed compensation.

13.4 The Client must immediately inform the Contractor in writing if an interim consultant or any employee, representative or replacement of the interim consultant takes an approach that could lead to a violation of this non-recruitment clause.

13.5 If the Client wishes to hire an interim consultant, this can only be done with the Contractor's prior written consent and under conditions as further determined by the Contractor, including payment of compensation to the Contractor.

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