GENERAL CONDITIONS OF THE EXECUTIVE NETWORK B.V.

Article 1. Definitions
In these General Terms and Conditions, the terms below have the following meanings:
1. Contractor: TEN: the private company with limited liability The Executive Network B.V. located in Wassenaar, Rijksstraatweg 426, Chamber of Commerce no. 17265815, VAT no. NL 8214.33.167.B.01
2. Client: any natural person or legal entity that TEN engages as a Contractor for executive search for a candidate and/or related (consultancy) activities.
3. Assignment: the Collaboration Agreement between TEN and the client, on the basis of which TEN makes every effort to introduce one or more candidates to the client to enter into an employment relationship of any kind. The Collaboration Agreement contains the proposed working method, the fee, any external costs, and payment terms.
4. Candidate: a person recruited and selected by TEN, who is introduced to the client in the context of an assignment given to TEN by the client, as well as the person who, in the context of the assignment given to TEN , is recommended by the client at TEN (from its own network or ranks) to participate in the executive search process by TEN.
5. Fee: the agreed remuneration (in euros and excluding VAT) for the agreed work by the Contractor, plus external costs and VAT.
6. Auxiliary persons: TEN can, in consultation with the Client, engage companies affiliated with TEN (TENEA B.V. / REFQ B.V.) for the execution of the assessment or reference check for the execution of the assignment.
7. External costs: all costs incurred by TEN in connection with the fulfillment of the assignment, for example for placing an advertisement, engaging assistants, travel and accommodation costs, insofar as agreed in writing with the client.
8. Written notification: all notifications in these General Terms and Conditions can be made by post or e-mail, with the exception of a notice of default or dissolution, which notification must be made by registered mail.
9. Employment relationship: the employment contract, assignment agreement or any other agreement under which the candidate will perform work for the Client.

Article 2. Scope
1. These TEN General Terms and Conditions apply to all offers, quotations, Assignments and agreements between TEN and the client in the context of executive search to be carried out by TEN and related activities.
2. General Terms and Conditions of the client, under whatever name, do not apply to the services provided by TEN to the client, unless expressly agreed otherwise in writing.

Article 3. Cooperation Agreement
1. TEN determines the content of the Assignment in consultation with the client: the Collaboration Agreement. By agreeing to the Collaboration Agreement, the Client grants the assignment to TEN.
2. After receipt of written approval by the Client on the Collaboration Agreement, TEN will start its work for the Client.

Article 4. Execution of the agreement
1. TEN will carry out the assignment to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
2. The Client ensures that all information that TEN indicates is necessary is provided to TEN in a timely manner. If the information required for the execution of the assignment is not provided to TEN in a timely manner, TEN has the right to suspend the execution of the work and/or to charge the Client for additional costs resulting from the delay according to the agreed hourly rate.
3. TEN is not liable for damage of any nature whatsoever as a result of incorrect and/or incomplete information provided by the Client.

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

Article 6. Informing the establishment of an employment relationship
As soon as the Client and the candidate have agreed on an employment relationship in the context of an Assignment, in whatever capacity, the Client will inform TEN of this in writing.

Article 7. End of obligations TEN
1. By concluding the employment relationship between the candidate and the Client, the Assignment is completed and TEN is therefore released from the obligation to fulfill the Assignment.
2. If the Assignment is canceled by the Client, is essentially changed, or is considered withdrawn in accordance with these General Terms and Conditions, TEN is released from the obligation to fulfill the Assignment.
3. The conclusion of an employment relationship also includes having work carried out by the selected final candidate before approval has been obtained from a supervisory body or authority.
4. The employment relationship is also deemed to have been entered into as soon as 3 months have passed after selection of the final candidate by the Client, and the process of getting to know all stakeholders and/or entering into the employment contract is still ongoing.
5. In the situation that the candidate clearly performs poorly and leaves employment within six months based on reasons that were clearly present in the selection process, the assignment will be considered not fulfilled and TEN will, in consultation with the Client, once again make efforts for the presentation of candidates. This warranty period will be extended by TEN to 12 months if an assessment at TENEA was part of the selection procedure.

Article 8. Confidentiality
1. Both parties are obliged to maintain confidentiality of all confidential information that they have obtained from each other or from another source in the context of their agreement. Information is considered confidential if this has been communicated by the other party or if this arises from the nature of the information.
2. TEN ensures that all employees and any auxiliary persons are bound by an adequate obligation of confidentiality.
3. TEN will not provide personal data provided by the candidate to the Client until TEN has obtained permission from the candidate.
4. The Client may not use the personal data for a purpose other than that for which it was provided and must erase (destroy) it within 4 weeks as soon as the selection process has been completed and the choice has not been made for this candidate.
5. The Client is not entitled to pass on information about candidates to third parties or to introduce candidates to third parties without permission from TEN. Acting in violation of this obligation may lead to the full fee being owed to TEN (Article 12.5).

Article 9. Privacy
1. As controller, TEN is subject to legal obligations as laid down in the GDPR and further regulations. TEN has published a Privacy Statement on its website detailing how personal data is handled.
2. TEN observes confidentiality and care with regard to the processing of company and personal data of both candidates and the (organization of) the Client, in accordance with applicable legislation and the applicable internal code of conduct. In addition, the Client, as controller, remains independently responsible for complying with the obligations arising from the applicable regulations.
3. The personal data are processed for the purpose: recruitment, selection, assessment.
4. TEN takes the organizational and technical security measures that are responsible and required based on the state of the art.
5. In the unlikely event of a data breach, TEN will, within the legal frameworks and responsibilities, notify the Dutch Data Protection Authority and the persons involved in a timely manner and do everything possible to limit the damage.
6. In principle, the data will be destroyed within 24 months after completion of the assignment.

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

Article 11. Liability and indemnities
1. TEN is only liable to its Client for damage that is the direct result of a shortcoming in the performance of the Assignment attributable to TEN, if and insofar as the damage is caused by normal professional knowledge and experience and with due observance of normal vigilance and professional practice. could have been avoided.
2. TEN's liability for damages under the agreement with the Client is limited to the amount of the fee that TEN has received in the context of that assignment.
3. Any liability of TEN is excluded for consequential damage, immaterial damage, future damage of the Client and any (im)material damage of a candidate in any respect whatsoever.
4. TEN makes every effort to find qualified candidates and introduce them to the Client. The Client indemnifies TEN against claims arising from the failure to introduce candidates in the context of an assignment.
5. The Client indemnifies TEN against claims arising from TEN's provision of information about the Client and its organization to potential candidates and other sources for the purpose of carrying out the assignment.
6. The Client indemnifies TEN against claims based on the manner in which the candidate appointed through TEN fulfills his/her obligations under the employment relationship.

Article 12. Fees and payment
1. All TEN rates are exclusive of the legally payable VAT.
2. TEN charges the Client a fixed fee for the Assignment. The fee is determined independently of the income agreed with the appointed candidate. Unless otherwise agreed in writing, the Client owes the fee referred to in this paragraph with regard to the appointment of each candidate introduced to the Client by TEN.
3. Unless otherwise agreed in the Collaboration Agreement, the fee will be invoiced in three equal instalments, namely 1/3 part at the start of the procedure, 1/3 part upon introduction of the first candidate and the remaining part upon entering into the employment relationship between the candidate and Client introduced by TEN.
4. If a candidate introduced by TEN is appointed by the Client in a position other than that for which TEN has received an assignment, the Client is obliged to pay TEN a fee equal to 75%, unless otherwise stated in the Order Confirmation, of the fee as stated that is stated for the search assignment in the Order Confirmation. This fee is due upon appointment of a candidate up to eighteen months after the candidate has been introduced to the Client by TEN. The decisive factor for this is the date of contract signing and not the starting date of the employment relationship. Introduction means conducting an initial introductory meeting between the candidate in question and the Client.
5. If the Client introduces a candidate introduced by TEN to a third party within 18 months, which leads to an employment contract or contractual relationship between the candidate and the third party, the Client is obliged to pay the full fee as referred to in Article 12.2.
6 . For all other work carried out on behalf of TEN, a fee or hourly rate to be agreed with the Client applies.
7. The Client is obliged to pay the invoice submitted by TEN without discount, claim for compensation or suspension within 21 days after the invoice date, failing which the Client will be in default without notice of default and without notice, statutory commercial interest will be owed on the outstanding amount. If TEN has to proceed with collection, both extrajudicial and judicial costs will be borne by the Client. The reimbursement of extrajudicial costs is set at 15% of the principal amount due.
8. Only payments to TEN itself are liberating for the Client.
9. Payments from the Client serve to settle interest and (extra)judicial costs owed under this article 12.7 and will then be deducted from the oldest outstanding claim.

Article 13. Withdrawal of executive search assignment
1. Assignments can be interrupted and/or canceled by the Client at any time. If the assignment interruption lasts longer than 3 months, the assignment will be considered canceled. In the event of cancellation, the Client owes a cancellation fee of 50% of the next not yet invoiced fee part in addition to any fee already invoiced. In the event of renewed activities for the relevant vacancy after 3 months (calculated from the interruption), a new fee will be determined.
2. In cases such as merger, reorganization or other unforeseen circumstances that affect the current profile, the filling of the position or the cooperation between TEN and the Client, TEN reserves the right to terminate this assignment under the same conditions as aforementioned. TEN must notify the Client of this in writing within 10 working days.
3. If TEN has mapped and approached the entire market for an assignment and there appears to be no suitable candidate and the Client does not want to increase the search area for whatever reason, while in TEN's estimation this could yield one or more candidates, TEN, after consultation with the Client, reserves the right to consider the assignment as canceled within the meaning of Article 13.1. In that case, the Client will owe a cancellation fee of 50% of the next fee part in addition to any fee already invoiced.

Article 14. Complaints
Complaints regarding invoices must be submitted in writing to TEN within one week after the day the invoice was sent, failing which the Client has agreed to the invoice.

Article 15. Complaints
1. Complaints about the work performed by TEN must be reported in writing by the Client to TEN within 8 days of discovery, but no later than 14 days after completion of the work in question.
2. If a complaint is justified, TEN will still carry out the work as agreed, unless this has demonstrably become pointless for the Client. The latter must be made known in writing by the Client.
3. If it is no longer possible or useful to provide the agreed services, TEN will only be liable within the limits of Article 11.

March 2023, © The Executive Network B.V.