General conditions

Article 1. Definitions

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

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 conjunction with the party who has actually accepted the Assignment.

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

Assignment:

1. An Assignment for recruitment and selection: includes the Assignment to recruit and select a Candidate, with the aim of establishing a Cooperation between this Candidate and the Client. It is a best-efforts obligation. A recruitment and selection assignment ends when the Client accepts the proposed Candidate.

2. An Assignment for secondment: involves the Assignment to deploy for a certain duration a professional who will (initially) not become an employee of the Client, whereby the work takes place without the management and supervision of the Contractor.

Agreement: The agreement, including the terms and conditions, between Client and Contractor pursuant to which the Assignment is performed.

Collaboration: an employment agreement, Assignment Agreement or other collaboration between Candidate and Client

Article 2. Applicability

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

2.2 All our offers - including quotations, brochures and price lists - are free of obligation and can be revoked by us, even after acceptance by the client. Revocation after acceptance by the client shall take place without delay.

2.3 An acceptance of our offer which deviates from that offer is deemed to be a rejection of the original offer and a new offer from the Client which is not binding on the Contractor. This also applies if the acceptance deviates from our offer only on minor points.

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

Article 3. Compensation

3.1 The Client owes the Contractor a mediation fee for the recruitment and selection Assignment. This is agreed upon in the 'Assignment Confirmation'. The mediation fee amounts to 25% of the gross annual income, excluding vacation allowance 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 at the time the Client enters into a Collaboration of any kind with the Candidate, directly or through and/or for third parties. The Contractor will send the invoice for the mediation fee to the Client at the moment 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 increase in taxes, external supplier rates, currency rates, raw materials, import duties, levies, wages or other charges.

3.4 Rates quoted are always exclusive of VAT and any travel and/or accommodation expenses due.

Article 4: Delivery period, performance of work, complaints

4.1 The delivery time, unless explicitly agreed otherwise, is only approximate. Exceeding the delivery time shall in no case entitle Client to compensation or dissolution of the agreement.

4.2 Contractor is entitled to suspend the further execution of the work as long as Client has not fulfilled all its obligations towards Contractor. This right of suspension applies until such time as the Principal has fulfilled its obligations, unless the Contractor has meanwhile exercised its right to terminate the Agreement. This does not affect any right to compensation.

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

Article 5. Withdrawal and modification of an Assignment

5.1 If the Client withdraws or terminates the recruitment and selection Assignment before a Candidate has been 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 modifies elements of the recruitment and selection Assignment in such a way that in the opinion of the Contractor there is a new Assignment before a Candidate has been 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 obligations of Principal

6.1 The Client will not be entitled to pass on any information about Candidates to third parties, including any company affiliated with the Client, or to introduce Candidates to third parties, without the consent of the Contractor. If the Client introduces a Candidate introduced by the Contractor to another person, company or institution within 12 months of the introduction of the Candidate, resulting in an employment contract or other contractual relationship with that Candidate, either in its own name or through and/or in Collaboration with natural or legal persons in which the Candidate is involved, the Client will be liable 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 enter into a Collaboration, after which the Client subsequently enters into a Collaboration with the Candidate within 12 months of the introduction of the Candidate by the Contractor, either in its own name or through and/or in Collaboration with natural or legal persons in which the Candidate is involved, the Client will be liable to pay the total costs in accordance with the provisions of these General Terms and Conditions.

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

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

6.5 In the event that a circumstance referred to in Article 6.1, Article 6.2 and/or 6.3 occurs, the Client must inform the Contracted Party of this within 10 working days, including a statement of the gross annual income, or annual turnover as referred to in Article 9.2, by sending a copy of a document evidencing the Cooperation, failing which the Client will owe the Contracted Party a penalty of €3,000, excluding VAT, without prejudice to the Contracted Party's other rights under the Agreement .

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

Article 7. Payment

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

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

7.3 If the invoice amount has not been paid in full by the time it is due, the Customer will be in default by the mere expiry of the term without a demand or notice of default being required. We are then entitled to dissolve the agreement without any judicial intervention. Furthermore, the Client will then be obliged to reimburse Octrooibureau Novopatent for all costs incurred for collection of the outstanding amounts, being in particular, but not limited to;

1.bills of attorneys and prosecutors, both in and out of court, including to the extent that they exceed amounts liquidated by the court, costs of bailiffs, fiduciaries and collection agencies as well as all execution costs;

2.The extrajudicial costs of these third parties shall be fixed at 15% of the principal sum, with a minimum of € 200.00.

The costs of any bankruptcy petition,as well as storage costs in the event of suspension of delivery,shall also be borne byClient.

7.4 If the Client has given the Contractor an authorisation for collection and the claims are reversed, the Contractor will charge the Client € 2.50 in collection costs per reversal.

7.5 A fee of €2.50 will be charged by Contractor to Principal for a reminder note and a further €5 for a reminder note.

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Article 8. Choice of Candidate/Liability.

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

8.2 The Contractor shall make every effort to find a suitable Candidate. The Contractor is not liable for the actions and omissions of the Candidate in connection with or arising from the Collaboration.

8.3 Contractor shall not be liable for any damage which Client may suffer in connection with the Assignment, whether caused by (subsequently proven) unsuitability of the Candidate or by other factors, except in the event of intent or deliberate recklessness on the part of Contractor. The Client shall indemnify the Contractor against any third party claims in connection with the Assignment.

8.4 If Contractor nevertheless proves liable, Contractor's liability compensation will in any case be limited to a maximum of the fee paid by Principal for this specific Assignment in the last 3 months. To the extent required for the proper execution of the Assignment, Contractor shall be entitled to have (parts of) the work performed by third parties.Contractor undertakes to make every effort to ensure that the agreed obligations and quality are achieved.

8.5 The Contractor accepts no liability for the work, which is performed by third parties to the extent that these third parties themselves have entered into an agreement with the Client.

Article 9. Early Termination of Cooperation.

9.1 If the Collaboration with the Candidate is terminated within the one-month guarantee period by either the Client or the Candidate, the Contractor shall make every effort to search for a new Candidate for the Client at no additional cost, with the exception of additional advertising costs which costs shall be submitted in advance to the Client for approval, provided:

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

2. the termination is not the result of modification or non-performance of the Cooperation by the Client;

3. the essential characteristics of the function have not changed;

4. the termination of the Cooperation is not due to layoffs, reorganization, merger or acquisition;

5. the Client has paid all amounts invoiced by the Contractor, and the none described in these General Terms and Conditions has been fulfilled by the Client.

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

Article 10. Code of Ethics

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

10.2 The Contractor shall exercise discretion with respect to the business and personal data of the Client and the Candidate. Personal data will only be provided with the Candidate's consent.

Article 11. Secrecy and confidentiality

11.1 The Contractor undertakes to keep confidential all information received in the context of the Assignment, concerning the company, from the Client which it may suspect to be of a confidential nature.

11.2 Candidate data must be treated confidentially by the Client and may not be disclosed to third parties, including Client's affiliate(s).

Article 12. Choice of Law and Disputes.

12.1 All acts performed by the Contractor including agreements concluded by the Contractor shall be governed by Dutch law.

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

Article 13. Non-recruitment clause

13.1 Both during the performance of this Agreement and for a period of 2 years after its termination, Client shall not, directly or indirectly, be permitted to enter into an employment agreement, assignment agreement, or any other contractual relationship with the Interim Consultant or any employee, representative, or substitute of the Interim Consultant in any capacity whatsoever, unless through Contractor.

13.2 In the event of non-compliance with this clause by the Client, the Client shall owe the Contractor a lump-sum compensation amounting to 500 times the interim consultant's hourly fee agreed upon in article 4. This fee is immediately due and payable and not subject to mitigation or compensation.

13.3 The Contractor reserves the right to claim additional damages if the actual damages exceed the lump sum compensation.

13.4 The Client shall immediately notify the Contractor in writing if an interim consultant or any employee, representative or substitute of the interim consultant makes an approach that may result in a violation of this non-solicitation clause.

13.5 If the Client wishes to employ an interim consultant, this may be done only with the prior written consent of Contractor and under such conditions as may be further determined by Contractor, including payment of a fee to Contractor.

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