General Terms and Conditions

These documents were drawn up in Dutch. This English version is a translation; in the event of any discrepancy, the Dutch text prevails.

Van Leeuwen de Witt B.V.

These General Terms and Conditions apply to VLDW’s business recruitment, HR and related services. They are provided to the Client with each agreement or Assignment. By accepting a quotation, assignment confirmation or agreement after these terms have been provided, the Client accepts their applicability.

Article 1 Definitions

Client: a natural person or legal entity acting in the course of a business or profession that instructs VLDW to provide recruitment, HR or related business services.

VLDW: Van Leeuwen de Witt B.V., established at Lampenistenstraat 9, 1019 TH Amsterdam, registered with the Netherlands Chamber of Commerce under number 77499107.

Candidate: any person identified, approached, selected, introduced or proposed to the Client by VLDW in connection with an Assignment.

Assignment: the contract for services between the Client and VLDW within the meaning of Article 7:400 et seq. of the Dutch Civil Code.

Introduced Candidate: a Candidate as referred to in Article 10.1.

Protected Candidate: a Candidate who meets the requirements of Article 10.2.

Placement: the conclusion of an employment agreement, contract for services or any other professional engagement between the Client or an Affiliated Company and a Protected Candidate, directly or through a third party or the Candidate’s own business.

Affiliated Company: a company that directly or indirectly controls the Client, is directly or indirectly controlled by the Client, or is under common control with the Client. Control means the ability to exercise more than half of the voting rights or otherwise determine policy.

Gross Annual Income: the Candidate’s remuneration under an employment agreement, calculated on an annual basis in accordance with Article 5.5.

Actual Assignment Value: the total remuneration for personal services actually performed by the Candidate or the Candidate’s business under an engagement other than employment, including extensions, determined in accordance with Articles 5.6 and 5.7.

In Writing: on paper or by electronic means, including email, provided that the statement can be saved and consulted later.

Article 2 Applicability

2.1 These terms apply to all quotations, assignment confirmations, Assignments and agreements between the Client and VLDW.

2.2 VLDW provides these terms to the Client before or upon conclusion of each agreement and supplies them with each contract. If provided electronically, they must be in a form that the Client can save and consult later.

2.3 The Client’s general terms and conditions do not apply unless VLDW has expressly accepted them In Writing.

2.4 If a written agreement, quotation or assignment confirmation departs from these terms, the expressly agreed provision takes precedence.

Article 3 Formation of the Assignment

3.1 Quotations and offers are non binding and valid for thirty (30) days from their date, unless a different validity period is expressly stated.

3.2 An Assignment is formed when the Client accepts a quotation or assignment confirmation In Writing or electronically, the parties sign an agreement, or VLDW starts performing the services at the Client’s request.

3.3 VLDW performs the Assignment independently and using its own professional judgement, in accordance with the arrangements agreed with the Client. VLDW may engage employees and/or third parties to perform the services.

Article 4 Services

4.1 VLDW offers its services in the following forms, among others:

a. Recruitment On The Spot: performing sourcing and recruitment activities for one or more vacancies, projects or agreed periods, for which the Client pays for the hours actually spent by VLDW at the agreed rate, plus any agreed fees and costs.

b. Recruitment as a Service: providing and/or supporting the Client’s recruitment process on an ongoing basis during an agreed period, for a fixed fee per period agreed in advance, plus any agreed fees and costs.

c. HR Consultancy: advising and supporting the Client on HR, organisational and personnel matters, on a project basis, an hourly basis or for another fee agreed in advance.

4.2 The nature, scope and duration of the services and the applicable rates, fees and other terms are specified in the quotation, assignment confirmation and/or agreement.

4.3 VLDW performs its services to the best of its knowledge and ability and with the care reasonably expected of a professional service provider. Unless expressly agreed otherwise In Writing, VLDW is subject only to an obligation to use reasonable efforts. VLDW does not guarantee that a vacancy will be filled, that it will be filled within a particular period, or that a Candidate will remain with the Client for a particular period.

4.4 The Client independently decides whether to enter into an agreement with a Candidate and on what terms.

4.5 VLDW endeavours to select Candidates carefully and assess the information provided to a reasonable standard. The Client remains responsible for the final selection and appointment decisions and, where relevant, for verifying qualifications, references, identity, the right to work and reside, and any certificates of conduct.

Article 5 Rates fees and costs

5.1 The rates, fees and charges applicable to an Assignment are set out in the quotation, assignment confirmation and/or agreement. These may include an hourly rate, a startup fee, a fixed periodic fee, a placement fee or a percentage of the Candidate’s Gross Annual Income or Actual Assignment Value.

5.2 All amounts quoted by VLDW exclude VAT and other government imposed levies, unless expressly stated otherwise.

5.3 If services are provided solely on the basis of hours actually spent, VLDW invoices only those hours, unless the parties agree otherwise In Writing. Article 10 applies to a placement fee, subject to any express written agreement that no separate placement fee is payable.

5.4 Third party costs incurred by VLDW for the Assignment after consultation with or with the Client’s permission, including job slots, advertisements, additional InMail credits, assessments or other recruitment resources, are charged separately. For no cure no pay arrangements, only the specific provisions of Article 5.8 apply to such costs.

5.5 Gross Annual Income is calculated using the working hours and remuneration agreed at the time of Placement for the first twelve (12) months from the agreed start date. For a shorter contract term, periodic remuneration is annualised to twelve months; part time remuneration is not converted to full time remuneration. The calculation includes fixed gross salary, holiday allowance, a fixed or guaranteed thirteenth month payment, fixed year end payments and other guaranteed monetary emoluments.

A guaranteed bonus or commission is included in full. For a variable bonus or commission, the amount agreed In Writing for 100% achievement of the targets applies or, if no such amount has been agreed, only the guaranteed minimum. Variable remuneration is excluded if there is no agreed target amount or guarantee.

A guaranteed one off signing or joining bonus is included once. A freely disposable gross mobility allowance or other monetary allowance is included. A leased car, a budget exclusively for leasing, employer pension contributions, employer payroll charges and reimbursements of actual expenses are excluded. Components are not counted twice. Subsequent differences in the variable remuneration actually earned do not result in recalculation, unless agreed otherwise In Writing.

5.6 For self employed services, a contract for services or another professional engagement other than employment, Actual Assignment Value replaces Gross Annual Income. For an hourly or daily rate, this is the applicable rate multiplied by the hours or days actually worked. For a periodic fee or fixed project price, only the remuneration payable for services actually performed is included.

Bonuses and other remuneration components payable for those services are also included once their amount is established. VAT, evidenced expense reimbursements and separately specified intermediary margins are excluded. Remuneration is not annualised or increased to include periods not worked. The determining factor is the remuneration payable for services performed, irrespective of whether it has already been invoiced or paid, unless expressly agreed otherwise In Writing.

5.7 Each extension, continuation or expansion of the same engagement with the Candidate is included in Actual Assignment Value. The value of the original engagement and these extensions, continuations or expansions is aggregated. For the standard fee under Article 10.3, the minimum of EUR 15,000 excluding VAT applies once to this aggregate; an extension does not trigger another minimum fee. Placement fees previously charged for that engagement, net of any credit notes, are credited in accordance with Article 6.7.

This arrangement applies where the original Placement falls within Article 10, even if an extension is agreed or performed only after the protection period under Article 10.2 has expired. This does not extend the protection period for a new, separate Placement. The foregoing applies unless expressly agreed otherwise In Writing.

5.8 No cure no pay applies only if expressly agreed In Writing for the recruitment Assignment concerned. It means that, for recruitment services covered by that arrangement, the Client owes a placement fee only if a Placement occurs for which a fee is due under Article 10. Without such a Placement, no hourly fee, startup fee, periodic fee, cancellation fee or other remuneration is payable for those recruitment services, including where the Assignment is changed, suspended, withdrawn or terminated or where the Client fills the vacancy itself or through another party. To the extent permitted by law, the parties exclude any entitlement to remuneration or a reasonably determined part of it for these services without a Placement, including under Article 7:411 of the Dutch Civil Code.

External costs are payable without a Placement only if the Client has expressly agreed In Writing in advance to the costs concerned and their amount or maximum amount, and to their being charged irrespective of the outcome. A general reference to Article 5.4 is insufficient.

The amount of the placement fee follows the written agreement or, if no fee has been set, Article 10.3. A Placement constitutes the result once the binding agreement referred to in Article 6.2 is concluded; any condition precedent is dealt with as provided there. No cure no pay does not guarantee that the Candidate will actually start or remain in the engagement; Article 9 continues to apply.

A later Placement following withdrawal or termination may still give rise to a fee within the period and on the conditions set out in Article 10. The provisions for self employed engagements in Articles 5.6, 5.7 and 6.7 continue to apply.

This no cure no pay arrangement takes precedence over conflicting general payment provisions in these terms. It does not cover separately agreed services outside the recruitment Assignment concerned.

Article 6 Invoicing and payment

6.1 VLDW invoices in accordance with the arrangements set out in the quotation, assignment confirmation or agreement. Hours, fixed periodic fees, startup fees, placement fees and other charges may be invoiced separately and at different times.

6.2 Unless agreed otherwise In Writing, a placement fee is due as soon as a binding agreement for the Placement referred to in Article 1 is concluded, irrespective of its agreed start date. If the agreement is subject to a condition precedent, the obligation to pay the placement fee arises when that condition is fulfilled. For the period under Article 10.2, the date on which the agreement is concluded is decisive. The special invoicing provisions of Article 6.7 apply to the standard fee for an engagement other than employment.

6.3 Invoices must be paid within fourteen (14) days after the invoice date, unless expressly agreed otherwise In Writing.

6.4 If the Client does not pay an invoice on time, the Client is automatically in default without further notice and owes statutory commercial interest from the due date.

6.5 All reasonable extrajudicial and court costs incurred by VLDW to obtain payment are borne by the Client, subject to applicable statutory provisions. Court proceedings to obtain payment must be brought exclusively before the competent court of the District Court of Amsterdam, insofar as this choice of court is legally permitted, in accordance with Article 17.2.

6.6 The Client may not suspend payment obligations or set off amounts against claims on VLDW, except where mandatory law provides otherwise.

6.7 For the standard fee under Article 10.3 for an engagement other than employment, VLDW invoices the minimum fee of EUR 15,000 excluding VAT at Placement, at the time specified in Article 6.2. VLDW then calculates the total fee monthly in arrears: 25% of the Actual Assignment Value accrued to date, with a minimum of EUR 15,000 excluding VAT for the aggregate referred to in Article 5.7. Only the positive difference after deducting placement fees already invoiced, net of credit notes, is additionally invoiced.

The Client provides the necessary information within ten (10) working days after each calendar month and after the end of the engagement. VLDW prepares the final reconciliation within thirty (30) days after receiving the complete final information.

Corrections to Actual Assignment Value result in an additional invoice or credit note, provided that the total fee does not fall below the minimum payable once for the engagement. Any credit balance remaining after reconciliation is refunded within fourteen (14) days. This applies unless expressly agreed otherwise In Writing.

Article 7 Client obligations

7.1 The Client promptly provides VLDW with all information reasonably needed to perform the Assignment properly, including relevant information on the role, team, organisation and employment terms.

7.2 The Client provides feedback on proposed Candidates within a reasonable period and promptly informs VLDW of changes relevant to performing the Assignment.

7.3 The Client treats Candidate data as confidential and uses it only for the purpose for which it was provided, unless another valid legal basis applies.

Article 8 Changes suspension and withdrawal of an Assignment

8.1 If the Client changes, suspends or withdraws a vacancy or Assignment after VLDW has started performing it, all fees due and costs incurred up to that point remain payable, except insofar as the no cure no pay arrangement under Article 5.8 applies. In that case, no fees for the recruitment services concerned are payable without a Placement; only external costs expressly agreed In Writing in advance as referred to in Article 5.8 may be charged. A placement fee that has already arisen or subsequently arises under Article 10 remains payable. Withdrawal or suspension does not affect the applicable termination provisions in Article 14.

8.2 For services charged by the hour, VLDW invoices the hours actually spent up to the change, suspension or withdrawal, together with any agreed startup fees and external costs incurred or committed to by VLDW in accordance with Article 5.4.

8.3 If the Client fills a vacancy itself, through another party or otherwise after VLDW has started recruiting, this does not affect payment obligations for services already performed, agreed fees and costs incurred, subject to the no cure no pay exception in Article 5.8. A placement fee is payable only insofar as it follows from the agreement or Article 10.

8.4 For Recruitment as a Service and other Assignments with a fixed periodic fee, the agreed term and notice period apply in the event of changes, suspension or termination. The fixed periodic fee remains payable during a suspension requested by the Client and during the notice period, unless agreed otherwise In Writing.

Article 9 Early departure of a placed Candidate

9.1 A guarantee, free replacement search, refund or other compensation for the early departure of a placed Candidate applies only if and insofar as expressly agreed In Writing in the relevant quotation, assignment confirmation or agreement.

9.2 If nothing has been agreed In Writing, there is no entitlement to a refund, free replacement or new services free of charge. This also applies if the Candidate does not start or the engagement ends within three months. Placement fees already due remain payable, without prejudice to any statutory claims for an attributable breach by VLDW, to which Article 13 applies. Reconciliation based on Actual Assignment Value under Article 6.7 remains possible and is not a guarantee arrangement; the minimum payable once for the engagement continues to apply.

Article 10 Direct employment or engagement of a Candidate

10.1 An Introduced Candidate is any Candidate whose identity, profile, curriculum vitae or other identifiable professional information VLDW has provided to the Client in connection with an Assignment, or who has been put in contact with the Client through VLDW.

10.2 A Protected Candidate is a Candidate whom VLDW has identified in connection with the relevant Assignment and with whom VLDW has had demonstrable recruitment contact in that connection, or an Introduced Candidate. If a Placement occurs within eighteen (18) months after the reference date defined below, the Client owes the placement fee agreed for that Candidate, subject to Article 10.5.

The reference date is the date of the first demonstrable recruitment contact between VLDW and the Candidate in connection with the relevant Assignment. If such a contact date cannot be demonstrated, the date of VLDW’s first introduction to the Client applies.

VLDW substantiates the contact, its connection with the Assignment and the reference date with dated records, such as correspondence or a record of a conversation. Merely entering a person in a database, identifying a name or sending an unanswered general mailing is insufficient.

Protection also applies if the Candidate subsequently comes into contact with the Client, directly or through a third party, and a Placement occurs before VLDW formally introduces the Candidate. A later introduction or renewed contact does not change the original reference date or the eighteen month period.

10.3 If no placement fee has been agreed for the Candidate concerned, the placement fee due is twenty five per cent (25%) of Gross Annual Income or, for an engagement other than employment, Actual Assignment Value, with a minimum of EUR 15,000 excluding VAT per Placement.

This fee applies to a Placement with the Client, being the company to which the relevant agreement with VLDW applies, and with all its Affiliated Companies as defined in Article 1, including parent companies, subsidiaries and sister companies falling within that definition. The Client also owes the placement fee when the Candidate is placed with such an Affiliated Company.

The calculation basis is determined in accordance with Articles 5.5 to 5.7. For an engagement other than employment, the minimum applies once to the original engagement and the extensions referred to in Article 5.7 together; the fee is invoiced and reconciled in accordance with Article 6.7. The same value is not charged a placement fee twice. An express written agreement that no separate placement fee is payable remains effective. The foregoing applies unless expressly agreed otherwise In Writing.

10.4 This Article also applies if the engagement concerns a different role or assignment from that for which VLDW contacted or proposed the Candidate, if the original vacancy has since been changed, filled, withdrawn or terminated, or if the engagement is entered into through a third party or the Candidate’s own business. For a Placement with an Affiliated Company, the Client also bears the payment obligation under this Article.

10.5 No placement fee is payable under this Article if the Client demonstrates with dated records that, before the reference date, the Client or the Affiliated Company with which the Placement occurs already had specific recruitment contact with the Candidate about the same or a similar role or assignment, or that the Candidate was already actively participating in a recruitment process for it. The contact or process must still have been current on the reference date and the subsequent Placement must follow from it. Mere familiarity with the Candidate, a business or social connection, an entry in a database or a previously closed application process is insufficient.

The Client must invoke this exception In Writing, stating reasons, within five (5) working days after VLDW’s first introduction or, if no introduction has taken place, after VLDW’s first written notification identifying the Candidate and the reference date. The Client provides the supporting evidence reasonably available to it.

A late notification leaves the burden of proof with the Client but does not in itself cause the exception to be lost if the earlier specific recruitment contact or earlier process is nevertheless adequately demonstrated.

10.6 The Client promptly notifies VLDW In Writing when an engagement referred to in this Article is concluded. As soon as the Client knows or reasonably should know that a Protected Candidate is involved, it also provides the date of agreement, start date, nature of the engagement and the remuneration and work information needed to calculate the fee. On request, the Client provides relevant supporting evidence, with appropriate partial redaction if necessary. The Client also promptly notifies VLDW In Writing of each extension, continuation or expansion referred to in Article 5.7 and any change in rate, work commitment or duration. The periodic information obligation under Article 6.7 continues to apply. VLDW requests and processes no more personal data than is necessary for these purposes.

Article 11 Confidentiality

11.1 VLDW treats the Client’s confidential information as confidential and does not share it with third parties except insofar as necessary to perform the Assignment, required by law or agreed by the Client.

11.2 The Client likewise treats VLDW’s confidential working methods, commercial arrangements, rates and Candidate data as confidential. Disclosure to employees and professional advisers is permitted insofar as necessary and subject to appropriate confidentiality obligations; disclosure required by law remains permitted.

11.3 The confidentiality obligations survive termination of the Assignment.

11.4 VLDW may use the Client’s name and logo as a reference only with the Client’s prior permission.

Article 12 Personal data

12.1 VLDW processes personal data in accordance with the General Data Protection Regulation and its privacy statement.

12.2 When the Client receives Candidate data and processes it for its own recruitment and selection purposes, the Client is in principle an independent controller responsible for lawful processing and appropriate retention periods.

12.3 The actual processing determines the parties’ data protection roles. Insofar as VLDW processes personal data solely on the Client’s behalf and instructions in an Assignment, the parties enter into a data processing agreement under Article 28 GDPR before that processing. If the parties are joint controllers, they record their responsibilities in accordance with Article 26 GDPR.

12.4 Each party ensures a valid legal basis for processing, the required information to data subjects, appropriate security and limitation of the data to what is necessary. The parties inform each other without undue delay of personal data breaches and data subject requests insofar as necessary to fulfil their legal obligations. The protection period under Article 10 is not a general retention period for complete Candidate files. Evidence is retained only insofar as and for as long as there is a lawful need to do so.

Article 13 Liability

13.1 VLDW is liable only for direct loss that is the direct result of an attributable breach by VLDW in performing the Assignment. Unless performance is permanently impossible, liability for a breach arises only after VLDW is in default in accordance with the law.

13.2 Insofar as VLDW’s liability is covered by insurance, liability is limited to the amount paid out under that insurance in the case concerned, plus the applicable deductible.

13.3 If no insurance payment is made for any reason, VLDW’s liability is limited to the amount the Client paid VLDW for the Assignment concerned in the twelve months preceding the event causing the loss, excluding VAT. Related events are treated as a single event for the purposes of this limitation.

13.4 VLDW is not liable for indirect or consequential loss, including lost profits, lost revenue, lost savings, reputational damage, loss of data and loss resulting from a vacancy not being filled, not being filled on time or not being filled on a lasting basis.

13.5 VLDW is not liable for a Candidate’s acts or omissions, performance with the Client or damage caused by a Candidate during or after a Placement. This does not affect any liability for VLDW’s own attributable breach, within the limits of this Article.

13.6 The exclusions and limitations in this Article, including the time bar in Article 13.7, do not apply insofar as the loss results from VLDW’s intentional misconduct or deliberate recklessness, or insofar as mandatory law prohibits limiting liability.

13.7 Any claim for damages lapses if the Client has not held VLDW liable In Writing within twelve months after the Client became aware, or could reasonably have become aware, of the loss and VLDW’s possible liability.

Article 14 Term and termination

14.1 The term of an Assignment is set out in the quotation, assignment confirmation or agreement. If no term has been agreed, the Assignment is entered into for an indefinite term.

14.2 Either party may terminate an indefinite Assignment by notice In Writing, observing a notice period of one calendar month, unless agreed otherwise In Writing. Termination takes effect at the end of a calendar month, and notice must be received by the other party no later than the last day of the preceding calendar month.

14.3 A fixed term Assignment ends automatically upon expiry of the agreed period and may be terminated early by notice only if agreed In Writing. To the extent permitted by law, the parties thereby derogate from Article 7:408(1) of the Dutch Civil Code. Statutory rights to dissolve the agreement for breach and rights to terminate under mandatory law remain unaffected.

14.4 VLDW may suspend performance of the Assignment or dissolve it in whole or in part with immediate effect if the Client materially breaches its obligations, including payment obligations. Where required by law, VLDW first gives the Client written notice of default allowing a reasonable period to remedy the breach. The breach must justify suspension or dissolution.

14.5 Upon termination, payment for all services performed up to the end date, agreed fees, costs incurred or committed to under Article 5.4 and other payment obligations already arising remains due, without prejudice to the statutory consequences of dissolution and subject to the no cure no pay exception in Article 5.8. A placement fee may still arise after the end date under Article 10.

14.6 Provisions intended by their nature to survive termination, including payment, confidentiality, personal data, liability and Candidate protection, remain effective after termination. For Protected Candidates, only the remaining part of the eighteen (18) month period in Article 10.2 applies; termination does not start a new protection period. Settlement for a Placement already concluded under Article 10 and the extensions referred to in Article 5.7 remains due under Articles 5.7 and 6.7, including after that protection period expires.

Article 15 Force majeure

15.1 If VLDW cannot perform its obligations because of a circumstance that cannot be attributed to it, the obligations concerned are suspended for the duration of the force majeure. VLDW informs the Client as soon as possible. Insofar as VLDW does not provide services because of force majeure, no periodic fee is payable for that part of the services.

15.2 If the force majeure continues for more than three months, either party may terminate the Assignment In Writing without liability for damages, provided that services already performed and costs already incurred or unavoidably committed to under Article 5.4 remain payable, subject to the no cure no pay exception in Article 5.8. Prepaid fees for services not performed are refunded proportionately. Article 14.6 continues to apply.

Article 16 Amendments and severability

16.1 VLDW may amend these terms. Amended terms apply to Assignments formed after the amendment where those terms have been provided and accepted in accordance with Article 2, unless the parties agree otherwise In Writing. For existing Assignments, the agreed terms remain applicable unless the parties agree an amendment In Writing.

16.2 If a provision is wholly or partly void, annulled or otherwise unenforceable, the other provisions remain in force. The parties will, as far as possible, replace the provision concerned with a valid provision that reflects its purpose and intent.

Article 17 Governing law and disputes

17.1 All quotations, Assignments and agreements between the Client and VLDW are governed exclusively by Dutch law.

17.2 The parties will endeavour to resolve a dispute through consultation first. If this does not resolve it, the dispute will be submitted to the competent court of the District Court of Amsterdam, insofar as such a choice of court is legally permitted. Consultation does not prevent a party from bringing a claim in time or seeking urgent interim relief.