GENERAL TERMS AND CONDITIONS OF THE EXECUTIVE NETWORK B.V.

Article 1. Definitions
For the purpose of these General Terms and Conditions, the following terms have the following meaning:
1. Contractor: TEN: the private company with limited liability The Executive Network B.V., with its registered office in Wassenaar at the Rijksstraatweg 426, CoC no. 17265815, VAT no. NL 8214.33.167.B.01
2. Client: any natural person or legal entity that hires TEN as the Contractor for executive search for a candidate and/or related (consultancy) activities.
3. Assignment: the Cooperation Agreement for the provision of services between TEN and the Client, in pursuance of which TEN shall endeavour to introduce one or more candidates to the Client for the establishment of an employment relationship of any nature whatsoever. The Cooperation Agreement contains the proposed working method, the fee, potential external expenses, and the payment terms.
4. Candidate: a person whom TEN recruits, selects and then introduces to the Client for the purpose of an Assignment that the Client has given to TEN, as well as the person whom the Client puts forward (from within its own network or ranks) to TEN, for the purpose of its assignment, to participate in TEN’s executive search process.
5. Fee: the agreed remuneration (in euros and exclusive of VAT) for the agreed activities by the Contractor, plus external expenses and VAT.
6. Auxiliary persons: TEN can, for the performance of the assignment and in consultation with the Client, hire companies related to TEN (TENEA B.V. / REFQ B.V.) for the performance of an assessment respectively a reference screening.
7. External expenses: any and all expenses incurred by TEN in connection with the performance of the assignment, e.g. for the publication of an advertisement, the hiring of auxiliary persons, travelling and subsistence expenses, in so far as stipulated in writing with the Client.
8. Written notice: any and all notices in these General Terms and Conditions can be given both by post and by email, barring a notice of default or notice of termination, which notice must be given by registered post.
9. Employment relationship: the employment agreement, agreement for the provision of services or any agreement whatsoever in pursuance of which the candidate starts performing activities for the Client.

Article 2. Scope of application
1. These General Terms and Conditions of TEN are applicable to any and all proposals, offers, Assignments, and agreements between TEN and the Client in the context of the executive search to be carried out by TEN, and thereto-pertaining activities.
2. General Terms and Conditions of the Client, by any name whatsoever, are not applicable to the services supplied by TEN to the Client, unless expressly stipulated otherwise in writing.

Article 3. Cooperation Agreement
1. TEN establishes the content of the Assignment in consultation with the Client: the Cooperation Agreement. By agreeing with the Cooperation Agreement, the Client awards the assignment to TEN.
2. After receipt of the written approval by the Client of the Cooperation Agreement, TEN starts its activities for the Client.

Article 4. Implementation of the agreement
1. TEN shall perform the assignment to the best of its knowledge and ability and in accordance with good practices.
2. The Client must ensure that all information, which TEN indicates is necessary, is provided to TEN in good time. If the information required for performing the assignment is not provided to TEN in good time, TEN may suspend performing the work and/or charge the Client the additional costs arising from the delay at the agreed hourly rate.
3. TEN is not liable for damage, of whatever nature, as a result of incorrect and/or incomplete information provided by the Client.

Article 5. Freedom of appointment
The Client is completely free in the choice of the candidate with whom it intends to enter into an employment relationship in the context of an Assignment.

Article 6. Notice of establishment of employment relationship
As soon as the Client and the candidate have agreed on an employment relationship in the context of an Assignment, in any capacity whatsoever, the Client shall notify TEN accordingly in writing.

Article 7. End of TEN’s obligations
1. By the establishment of an employment relationship between the candidate and the Client, the Assignment is completed and consequently TEN is released from the obligation to perform the Assignment.
2. If the Assignment is terminated or changed essentially by the Client or is deemed to have been revoked in conformity with these General Terms and Conditions then TEN shall be released from the obligation to perform the Assignment.
3. The establishment of an employment relationship also includes having the selected candidate carry out activities before approval has been obtained from a supervisory body or authority.
4. The employment relationship is also deemed to have been established as soon as three months have lapsed after the selection of the final candidate by the Client, and the process of introduction with all stakeholders and/or the establishment of the employment agreement is still ongoing.
5. In the situation where the candidate is evidently not performing satisfactorily and leaves the employment within six months on the basis of reasons that were evidently present during the selection process, the Assignment shall be deemed unfulfilled and TEN shall, in consultation with the Client, again endeavour to present candidates. This warranty period shall be extended by TEN to 12 months if an assessment by TENEA was part of the selection procedure.

Article 8. Confidentiality
1. Both parties are bound to secrecy of all confidential information they have obtained from each other or from another source in relation to their agreement. Information is considered confidential if this fact has been communicated by the other party or if this arises from the nature of the information.
2. TEN ensures that any and all employees and potential auxiliary persons are bound by an adequate obligation of confidentiality.
3. TEN does not provide the Client with any personal data provided by the candidate until it has obtained the candidate’s consent.
4. The Client may not use the personal data for any purpose other than for which they were provided and must erase (destroy) these data within 4 weeks of the completion of the selection process if the candidate has not been selected.
5. The Client may not pass on information about candidates to third parties or introduce candidates to third parties without TEN’s consent. Acting contrary to this obligation may result in the full fee being due to TEN (article 12.5).

Article 9. Privacy
1. As the data controller, TEN is subject to the statutory obligations laid down in the GDPR and further regulations. TEN posted a Privacy Statement on its website outlining how personal data are handled.
2. In terms of the processing of business and personal data of both candidates and the (organisation of the) Client, TEN observes confidentiality and diligence, all in conformity with the applicable legislation and the applicable internal code of conduct. In addition, the Client, as data controller, remains independently responsible for compliance with the obligations that derive from the applicable regulations.
3. The personal data are processed for the benefit of the purpose: recruitment, selection, assessment.
4. TEN takes the organisational and technical security measures that are justified and required in accordance with the state of the art.
5. If there is, unexpectedly, question of a data breach then TEN shall, where required and within the statutory parameters and responsibilities, inform the Dutch Data Protection Authority and the data subjects in a timely fashion, and make every effort to limit the damages.
6. In principle, the data shall be destroyed within at the latest 24 months of completion of the assignment.

Article 10. Promotion of equal opportunities in recruitment and selection
TEN recruits candidates solely on the basis of their suitability for the position. Religion, beliefs, political affiliation, race, gender, nationality, hetero- or homosexual orientation, marital status, disability, chronic illness or age are not part of the selection, taking into account, of course, the objective job requirements.

Article 11. Liability and indemnification
1. TEN is liable towards its Client only for damage directly resulting from a failure to perform the agreement that is attributable to TEN, if and insofar as the damage could have been avoided with normal professional knowledge and experience and by duly observing normal attentiveness and professional practice methods.
2. TEN’s liability for compensation under the agreement with the Client is limited to the amount of the fee received by TEN for that assignment.
3. Any liability of TEN for consequential damage, non-material damage or future damage to the Client, and any material or non-material damage suffered by a candidate in any respect, is excluded.
4. TEN will endeavour to find qualified candidates and introduce them to the Client. The Client indemnifies TEN against claims that arise from failing to introduce candidates under a granted assignment.
5. The Client indemnifies TEN against claims arising from TEN disclosing information about the Client and its organisation to potential candidates and other sources for the purpose of performing the assignment.
6. The Client indemnifies TEN against claims arising from the manner in which the candidate appointed through TEN fulfils their obligations under the employment relationship.

Article 12. Fee and payment
1. Any and all rates of TEN exclude the VAT payable by law.
2. TEN charges the Client a fixed fee for the Assignment. The fee shall be determined independently of the income agreed with the appointed candidate. Unless agreed otherwise in writing, the Client shall owe the fee as referred to in this paragraph for the appointment of each and every candidate introduced to the Client by TEN.
3. Unless stipulated otherwise in the Cooperation Agreement, the fee is invoiced in three equal instalments, i.e. one-third at the start of the procedure, one-third upon introduction of the first candidate, and the remaining third upon the establishment of the employment relationship between the candidate introduced by TEN and the Client.
4. If a candidate introduced by TEN is appointed at the Client for a position other than the position for which TEN was awarded an assignment then the Client shall be required to pay TEN a fee equal to 75%, unless indicated otherwise in the Order Confirmation, of the fee specified for the search assignment in the Order Confirmation.
Said fee is payable upon appointment of a candidate up to 18 months after the candidate has been introduced by TEN to the Client. Decisive in this respect is the date of signature of the agreement and not the date of commencement of the employment. Introduction is understood as having an initial introduction interview between the candidate concerned and the Client.
5. If the Client introduces a candidate introduced by TEN to a third party within 18 months, resulting in an employment agreement or contractual relationship between the candidate and the said third party, then the Client must pay the full fee as intended in article 12.2.
6. All other activities performed by TEN under the authority of the Client, are subject to a fee or hourly rate stipulated with the Client.
7. The Client is required to pay the invoice submitted by TEN without discount, reliance on compensation or suspension within 21 days of the invoice date, failing which the Client shall be in default, without a notice of default being required, and, without a notice being required, will owe the commercial interest on the outstanding amount. If TEN needs to proceed with collection then both the extra-judicial and the judicial expenses shall be at the expense of the Client. The compensation for extra-judicial expenses is set at 15% of the payable principal sum.
8. Only payments to TEN itself shall release the Client from its payment obligations.
9. Payments made by the Client serve to settle the interest and (extra-)judicial expenses pursuant to this article 12.7, and are then deducted from the oldest outstanding claim.

Article 13. Withdrawal of executive search assignment
1. The Client may put on hold or cancel executive search assignments at any time. If the assignment is put on hold for longer than 3 months, it will be considered cancelled. If an assignment is cancelled, the Client must pay 50% of the next part of the fee not yet invoiced as a cancellation fee in addition to the amount already invoiced. If work on the vacancy concerned restarts after 3 months (after start of the hold period), a new fee will be determined.
2. In cases such as a merger, reorganisation or other unforeseen circumstances affecting the current profile, filling of the position or cooperation between TEN and the Client, TEN retains the right to terminate this assignment under the same conditions as above. TEN must notify the Client of this in writing within 10 working days.
3. If TEN has identified and approached the total market for an assignment and no suitable candidate appears to be available but the Client does not wish to enlarge the search area for whatever reason, even though TEN believes this may result in one or more candidates, TEN retains the right, after consultation with the Client, to regard the assignment as cancelled within the meaning of Article 13.1. In that case, a cancellation fee of 50% of the next part of the fee will be due by the Client in addition to any fees already invoiced.

Article 14. Reclamations
Complaints regarding declarations must be submitted in writing to TEN within one week after the day of sending the invoice, failing which the Client has agreed with the invoice.

Article 15. Complaints
1. The Client must submit any complaints about TEN’s work to TEN in writing within 8 days of discovering the issue, but no later than 14 days after completion of the work concerned.
2. If a complaint is well-founded, TEN will still perform the work as agreed, unless this has meanwhile become demonstrably meaningless for the Client. The Client must give written notice of the latter situation.
3. If it is no longer possible or meaningful to provide the agreed services, TEN will be liable only within the limits of Article article 11.

February 2023, © The Executive Network B.V.