II. ADDITIONAL TERMS AND CONDITIONS FOR TEMPORARY RECRUITMENT

In addition to Chapter I, the terms and conditions of this chapter apply if the Client make uses of The Headhunter Group’s activity for Interim-Managers. In case of discrepancies between Chapter I and this Chapter, the latter will prevail.

1.           Definitions
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 € 7.500,-. Notwithstanding to foregoing, in case a consultancy agreement or another contractual relationship is entered into, the Gross Annual Income will be deemed to be the fee that The Headhunter Group would have charged based on 160 hours per month, multiplied with 12 months and the hourly fee offered by The Headhunter Group.

2. Interim-Manager
2.1 The Client has a project that is further described in the Agreement. The Client would like to engage specialists that can manage and/or execute such project under their own responsibility. To that effect, The Headhunter Group will provide an Interim-Manager.|
2.2 The Interim Manager will perform the agreed activities independently and (predominantly) in the Netherlands. Insofar as required for the proper execution of the Agreement, the Client and the Interim-Manager may align in case they need to work together with third parties. If required, the Interim-Manager will comply with the Client’s working hours.
2.3 The Interim Manager will perform the agreed activities independently and at its own discretion and without any management and supervision (leiding en toezicht) of The Headhunter Group and/or the Client. However, the Client may provide directions and instructions regarding the result of the Agreement.
2.4 The Client owes The Headhunter Group a fee for its services under the Agreement, which shall be invoiced monthly in arrears. The hourly rate is included in the Agreement. Unless expressly agreed otherwise the hourly rate will apply for each hour that the Interim-Manager performs activities for the project as mentioned in the Agreement.
2.5 The Client will inform The Headhunter Group prior to the start of the (relevant part of the) Agreement in case any equipment is required by the Client for the performance of the Agreement, including costs incurred therewith.
2.6 The Client consents that the Interim-Manager may also provide services to third parties during the term of the Agreement.
2.7 During the term of the Agreement, The Headhunter Group will ensure that the Interim Manager will register its time sheets, which sheets will serve as a basis for the calculation of the fee for its performed services. If such sheets do not match the Client’s registration, the sheets registered by The Headhunter Group and approved by the Client will prevail.
2.8 The Client will ensure that it either agrees with or objects to the shared time sheets within 7 days after the receipt thereof. If the Client fails to object in time, the sheets will be deemed to be accepted. If the Client objects in time, the Parties will use their reasonable efforts to reach a settlement, and in any case within 5 days. If no settlement is reached within the 5 days’ period, The Headhunter Group is entitled to invoice the undisputed amount, and the Parties will keep using their reasonable efforts the reach a settlement for the remainder.
2.9 If it appears after the start of the services that the Interim-Manager does not meet the Client’s reasonable expectations, the Client may request The Headhunter Group to replace the Interim-Manager. In such case, The Headhunter Group will provide a replacement within 14 (fourteen) days. Any payment obligations for replaceable Interim-Manager will continue to apply.

3. Direct Engagement of Interim-Managers
3.1 During the term of the Agreement and 18 months thereafter the Client (or any of its affiliates) may not directly or indirectly (e.g. through the intermediary services of a third party) enter into a working relationship (arbeidsrelatie) with the Interim-Manager without The Headhunter Group’s written, prior consent. This prohibition also applies to the Client’s group companies for which the Client is jointly and severally liable.
3.2 If The Headhunter Group provides its consent on the basis of paragraph 1 of this clause, the Client shall immediately owe to The Headhunter Group a fee, which is based on a percentage of the Gross Annual Income. The percentages outlined below will apply:

Gross Annual Income < 100.000

0 – 3 months                    25,5%
4 – 6 months                    22,5%
7 – 12 months                  17,5%
13 – 18 months                15,0%
>18 months                       0,0%

Gross Annual Income  100.000

0 – 3 months                    30,5%
4 – 6 months                    27,5%
7 – 12 months                  22,5%
13 – 18 months                17,5%
>18 months                       0,0%

3.3 If the Client is in breach of paragraph 1 of this clause, it shall immediately owe to The Headhunter Group a compensation of 30% of the relevant Candidate’s/Inter-Manager’s Gross Annual Income, to be increased with an amount of EUR 2.500 for each day that the breach continues, without prejudice to The Headhunter Group’s right to claim damages and/or performance of the relevant obligations.
3.4 The prohibition referred to under the previous paragraph does not apply if the Candidate/Interim-Manager, who has been under the Client’s management and supervision (leiding en toezicht), enters into a working relationship (arbeidsrelatie) with the Client during the Agreement or within 18 months thereafter. In such an event, the Parties will consult with each other prior to the Client making an offer to the relevant person and the Client shall owe a fee of 30% of the relevant Candidate’s/Interim-Manager’s Gross Annual Income. The Client will have paid such fee ultimately on the relevant Candidate’s/Interim-Manager’s working relationship’s starting date, in the absence whereof the Client shall owe to The Headhunter Group, without any prior notice or judicial intervention being required, a penalty of EUR 2.500 for each day that the payment of the fee is overdue.
3.5 Within 10 business days after breaching this clause 2, the Client must inform The Headhunter Group thereof, which notice should include the applicable Gross Annual Income.
3.6 THE HEADHUNTER GROUP will determine the relevant Gross Annual Income on the basis of the information it possesses regarding the relevant position as well as the labour market, if the Client fails to provide the actual Gross Annual Income in time or if it provides incorrect information.

4. Term and Termination
4.1 An Agreement can be entered into for a fixed or indefinite period of time. An Agreement entered into for a fixed period of time (including agreement entered into for a specific future event) is automatically terminated at the end of such period (or the occurrence of the future event). The Agreement entered into for a fixed period of time cannot be terminated early. The Agreement entered into for an indefinite period of time can only be terminated by registered letter to the end of a calendar month, taking into account a notice period of 1 month.
4.2 Any Agreement entered into for a fixed period of time (including Agreements entered into for a specific future event) which is tacitly renewed after the expiration of the relevant term (or event), is deemed to be renewed with at least one month and under the same terms and conditions unless agreed otherwise.