I.            GENERAL PROVISIONS

1.           Definitions Part I
1.1 Gross Annual Income: the annual income salary agreed between the Candidate and the Client calculated on the basis of 40 working hours per week  (even if the Candidate is employed for less) including bonuses, profit sharing schemes, fixed representation reimbursements and other benefits which have been guaranteed or may reasonably be expected. Any vehicle made available by the Client will be calculated as equal to a yearly salary amount of € 8.000,-.
1.2 Interim-Manager: Any individual or entity what has entered into an Agreement with The Headhunter Group with a view to temporarily perform work or have such work performed within the organization of the Client or a third party.
1.3 Candidate: any Individual presented by The Headhunter Group to work for the Client either as Interim Manager (and/or on behalf of an Interim Manager) and/or employee.
1.4 Agreement: the quotation signed by the Client or the agreement signed by the Parties, both of which shall be covered by these Terms and Conditions.

2.           Basic Principles
2.1 If a provision in a written Agreement between the Parties conflicts with these Terms and Conditions, the provision in the Agreement shall prevail.
2.2 The application of any of the Clients purchasing conditions or any other of its conditions is explicitly rejected. The Headhunter Group’s signing or implied or express acceptance of the Clients documents in or on which it is stated that such general terms and conditions apply, for example because this has been pre-printed on stationery, shall never constitute The Headhunter Group’s acceptance of such purchasing conditions or any other of its conditions.
2.3 Oral commitments by The Headhunter Group are only binding if and when confirmed in writing.
2.4 Assignments, Agreements and amendments thereof are only binding when accepted by The Headhunter Group in writing, or when The Headhunter Group starts with the execution thereof. Changes to the terms and conditions of the Agreement may only be agreed between the Parties in writing.
2.5 Where the Parties refer to communication “in writing”, this shall include letters, email, whatsapp and other electronic communication.

3. Cooperation
3.1 The Client shall provide all cooperation and information which The Headhunter Group reasonably deems necessary for the performance of the Agreement in time. The Client guarantees that the supplied information is correct and complete and will take care of its timely delivery. The Client warrants that any information carriers, electronic files, software and the like that the Client provides to The Headhunter Group are free of viruses and defects.
3.2 The Headhunter Group is entitled to use Client’s trade names, logo’s and/or or trademarks free of charge for its services.

4. Payments to The Headhunter Group
4.1 The Client shall pay all invoices within 14 (fourteen) days after the invoice date. The Client shall not be entitled to any discounts or set-offs (verrekening). Any required purchase order reference or other invoice reference should be presented to The Headhunter Group ultimately within 14 days after entering into an Agreement.
4.2 Rates shall be based on the price level applying to the current calendar year. All rates stated in the Agreement are in euro’s and shall be exclusive of VAT and other taxes or levies, as well as any costs to be incurred by The Headhunter Group and/or its Interim-Managers/Candidates in connection with the Agreement (including costs of travel, accommodation, shipping and administration). In case of duration agreements (duurovereenkomsten), The Headhunter Group is entitled to annually adjust its rates, in accordance with the CBS Index for business services (CBS index zakelijke dienstverlening).
4.3 If the Client fails to pay any amounts owed within the agreed payment term, the Client shall owe the statutory interest rate on the outstanding amount, as referred to in sections 6:119a and 6:120 of the Dutch Civil Code (wettelijke rente bij handelstransacties). The Client shall also owe to The Headhunter Group any reasonable compensation for the extrajudicial costs and for any costs incurred by court proceedings in connection with collecting such claim or exercising its rights.
4.4 The Headhunter Group is entitled to suspend in whole or in part the further execution of the Agreement if the Client fails to comply with its duties under the Agreement.
4.5 In case the Agreement has been issued by more than one entity besides the Client which all belong to the same group of companies, then all such entities are jointly and severally liable for the Client’s obligations, regardless to which of such entities an invoice has been issued.

5. Confidentiality
5.1 Parties shall maintain strict confidentiality with regards to all information that has come to their knowledge regarding (the execution of) the Agreement and of which they know or should reasonably know the confidentiality of the information, unless disclosure is permitted or obligated by law or a court order.
5.2 At the Client’s request, The Headhunter Group will ensure that all individuals engaged by it, whether directly or indirectly, will comply with the obligations mentioned in this article. However, The Headhunter Group cannot be held liable for any damages caused by any of those individuals breaching their confidentiality undertakings.
5.3 Unless agreed otherwise in writing, The Headhunter Group shall be allowed to communicate that the Agreement has been entered into in one or more press releases or other communications.

6. Privacy
6.1 Each Party is responsible for their compliance with any applicable data protection laws and regulations. This includes, insofar as required, that the Client is obliged to enter into a processing agreements with its potential Candidates.

7.           Terms
7.1 All terms stated by The Headhunter Group have been established to the best of its knowledge, based on the information known to The Headhunter Group when entering into the Agreement and they will be respected as much as reasonably possible.
7.2 Any delivery dates and/or time limits stated in any Agreement, annex, or quotation shall always apply as target dates, shall always be indicative and are no fatal terms (fatale termijnen) unless explicitly agreed otherwise. In all events, including if the Parties have explicitly agreed a final time limit in writing, The Headhunter Group shall only be in default (verzuim) after the Client has sent The Headhunter Group a written, proper and detailed notice of default (ingebrekestelling) and the reasonable term, that the Client has granted to The Headhunter Group to remedy the breach, has passed.
7.3 The Headhunter Group shall not be bound to any time limits or delivery dates that can no longer be complied due to circumstances beyond The Headhunter Group’s control that have occurred after entering the Agreement. If any time limit threatens to be exceeded, the Parties shall consult with each other as soon as possible.
7.4 Complaints in the sense of clause 6:89 of the Dutch Civil Code need to reported in writing to The Headhunter Group ultimately 2 months after they have become known to the Client (and in case of complaints regarding invoices: within two months after the invoice date), failing which the Client will be deemed to have waived its rights to report such compliant and/or to claim any damages with respect to it. Reporting a claim does not in any way give the Client the right to suspend the payment of The Headhunter Group’s invoices, whether in whole or in part.

8. Liability
8.1 The Headhunter Group accepts an obligation to compensate damages if and insofar as stipulated in this clause. The Headhunter Group’s total, cumulative liability in respect of the Client for direct damage or loss shall be limited to an amount equal to the amount paid by the Client to The Headhunter Group pursuant to the Agreement in the three months preceding the fact that caused the damage or loss, or €250,000 if this latter amount is lower. In this regard, a series of mutually related events that caused damage or loss shall be considered as one event and one fact causing the damage or loss.
8.2 The Headhunter Group is not responsible for the (execution of) activities of the Candidates/Interim-Manager under the Agreement. The Client is solely responsible for considering the Candidate/Interim-Manager’s suitability for the position and checking their references/qualifications. The Headhunter Group cannot be held liable for any damages and/or loss incurred by the Client that are the result of the Candidate and/or Interim Manager being unqualified or not meeting the Client’s demands. Furthermore, The Headhunter Group cannot be held liable for any damages and/or loss caused by the Candidate/Interim-Manager that are incurred by the Client or a third party.
8.3 The Headhunter Group shall not be liable for any indirect damage or loss, including, without limitation, loss of profit, loss of data, claims from third parties, fines, penalties or additional tax demands (naheffingen), lost income or lost savings, reputational damage, or any other indirect or consequential damage or loss resulting from or in connection with any failure by The Headhunter Group to comply with an obligation or in connection with any unlawful act.
8.4 The Client shall indemnify The Headhunter Group against any claims from i) third parties (including the Client’s contractors and personnel) that relate to the execution of the Agreement and ii) third parties in relation to any intellectual property on materials or information provided by the Client that are used when executing the Agreement.
8.5 The Client shall only be entitled to any compensation of damages if the Client reports the damage to The Headhunter Group in writing as soon as possible, but no later than one (1) year after the damage has been caused.
8.6 The previous paragraphs of this article shall not apply if and in so far as such damage or loss was caused by The Headhunter Group’s deliberate intent (opzet) or willful recklessness (bewuste roekeloosheid).

9. Force Majeure
9.1 In the event of force majeure (overmacht) affecting one of the Parties, the obligations pursuant to the Agreement shall be suspended for as long as the situation of force majeure lasts. Any shortcoming by The Headhunter Group’s suppliers shall also be considered as force majeure. However, the suspension shall not apply to the obligations that the force majeure does not concern and/or the obligations that already occurred before the situation of force majeure came into being.
9.2 If the situation of force majeure (overmacht) has lasted for more than sixty (60) days, the Parties will be entitled to terminate the Agreement by means of a registered letter, unless it is foreseeable that the situation of force majeure will be resolved within a reasonable period of time. Anything that already has been performed as a result of the Agreement shall then be settled pro rata, without the Parties owing each other anything else.

10. Dissolution and Termination
10.1 A Party is entitled to terminate all or parts of the Agreement with immediate effect, without notice of default (ingebrekestelling), without judicial intervention being required and without this creating any obligation to compensate any possible damage or loss of the other Party if any of the following circumstances occurs:

1. the other Party is declared bankrupt (failliet verklaard);
2. the temporary or permanent suspension of payment (surseance van betaling) is granted to the other Party;
3. the enterprise of the other Party is liquidated or discontinued.

10.2 A dissolution will only affect the obligations arising after the dissolution date and will therefore not have any retroactive effect.
10.3 Any rights and duties from the Agreement which by their nature and content are intended to remain in effect, such as intellectual property rights, liability, force majeure and dispute resolution, shall remain in full effect after the termination or dissolution (ontbinding) of the Agreement.

11. Circumvention
11.1 Without The Headhunter Group’s prior and written approval the Client including its group companies may not directly or indirectly enter into any employment relationship, co-operation or contractual relation of whatever nature with the Candidate for a period of 12 months after a Candidate has been presented by The Headhunter Group. This provision also applies if the Candidate was presented during that period to the Client or any of its group companies by a third party or if the Candidate has approached the Client or one of its group companies at its own initiative.
11.2 The Client may not disclose in any way to any third party any information regarding Candidate(s) that was provided by The Headhunter Group nor may the Client present such Candidate(s) to third parties.
11.3 The Client warrants as jointly and severally liable co-debtor the proper performance by its group companies of the prohibition referred to above.
11.4 If the Clientis in breach of subclause 11.1, 11.2 and/or 11.3 he shall owe to The Headhunter Group without any demand or other prior notice a non-recurrent penalty of EUR 25.000 (twenty five thousand Euro), to be increased by a penalty of EUR 2.500 (two thousand five hundred euro) for each day, including a portion of a day, that the breach continues. The Company shall be entitled to the penalty without prejudice to any claim for performance of the obligations set out in the above mentioned subclauses. The Company shall have the right to claim damages in addition to the aforementioned penalty.

12. Applicable law, forum and other provisions
12.1 The Agreement (and these Terms and Conditions) shall be governed by Dutch law. Any and all disputes arising as a result of or in connection with the Agreement and these Terms and Conditions shall be submitted to the competent court in Amsterdam, the Netherlands.
12.2 If any of the provisions of the Agreement (including these Terms and Conditions) are null and void (nietig) or are declared null and void (vernietigd), this shall be without prejudice to the legal effect of the other provisions. The parties will consult on any null and void (nietig) or declared null and void (vernietigd) provisions in order to include an alternative arrangement. This may not affect the object and tenor of the Agreement (including these Terms and Conditions) or the provisions which were null and void (nietig) or were declared null and void (vernietigd).
12.3 The Parties are not entitled to transfer any rights from the Agreement to a third party without the other Party’s prior written approval.