GENERAL TERMS AND CONDITIONS OF PERFORMANCE AND DELIVERY GOVERNING SEMARE INTERNATIONAL B.V.

Article 1: Definition of terms and applicable conditions
Article 2: Conclusion of the Agreement
Article 3: Agreement
Article 4: Fee structure
Article 5: Payment
Article 6: Liability
Article 7: Duty of confidentiality
Article 8: Continuous obligations
Article 9: Applicable law and disputes

Article 1: Definition of terms and applicable conditions

1. These General Terms and Conditions govern all offers, requests for offers, quotations and agreements with respect to the provision of services by SEMARE INTERNATIONAL B.V., (hereinafter referred to as ‘SEMARE’) pursuant to a commission contract, more specifically an intermediary agreement, with its contracting party (hereinafter referred to as the ‘Client’). These General Terms and Conditions furthermore govern all legal relationships ensuing from these agreements as well as all non-contractual relationships between the parties, in particular unlawful acts.
2. In these General Terms and Conditions the terms listed below have the following meaning: ‘Candidate’: the natural person recruited and selected by SEMARE to fill the vacancy at the Client’s company. ‘Confirmation of assignment’: a written confirmation from SEMARE to the Client stating that the assignment has been granted, in which context these Terms and Conditions of Delivery will be sent to the Client. ‘Gross Annual Salary’: the salary on a full year and full-time basis employment (forty hours) during the first year in the employment of the Client. The gross annual salary is also understood to mean a thirteenth month, where applicable, holiday pay, holiday allowance, excluding bonuses/commission-based pay (on-target earnings, OTE), mobility budget (travel allowance/car expense allowance, relocation allowance) and all other associated primary and secondary conditions and benefits to be granted to the Candidate by the Client. ‘Introduction’: presentation of the Candidate’s details by SEMARE to the Client. It is irrelevant whether a third party has ever before introduced the candidate, or the Client already knows the Candidate. ‘Concurrence’: concurrence between Candidate and Client regarding the implementation of temporary or permanent employment, or as the case may be the conclusion of an agreement for the provision of services in the broadest sense of the word for the benefit of Client. ‘Appointment’: an agreement between the Candidate and the Client regarding temporary or permanent employment or the provision of services for the Client, in the broadest sense. Agreement: the intermediary agreement between the Client and SEMARE.
3. Any provisions that deviate from these General Terms and Conditions (including any general terms and conditions and special terms and conditions of delivery or otherwise applied by the Client) will apply only if and insofar as SEMARE has explicitly accepted them in writing.
4. These general terms and conditions have been filed by SEMARE at the Chamber of Commerce and Industry in Amsterdam under Chamber of Commerce number 76373150 SEMARE and are made available on the website of SEMARE and will, insofar as not yet handed over, be sent on first request to Client. The version most recently filed, or as this applied at the time of the formation of the Agreement, is always applicable
5. SEMARE reserves the right to unilaterally amend these General Terms and Conditions. An amendment will also apply in respect of agreements that were concluded prior to the amendment. An amendment will not enter into force until 14 days after Client or Candidate have been notified of the amendment. The notification has no prescribed form. If the Client or the Candidate does not accept the amendment they will be entitled to terminate the Agreement effective from the date on which the amendment enters into force.
6. If one or more of the provisions contained in these General Terms and Conditions are null and void or nullified, the remaining provisions contained in these General Terms and Conditions will continue to apply in full. In such cases SEMARE and the Client will consult in order to agree on new provisions to replace the provisions that are null and void or that have been nullified, in which context the intention and purport of the original provision will be taken into consideration to every extent possible.
7. The Agreement is not entered into under the condition of exclusivity, unless the parties agree otherwise, which must be confirmed in the Confirmation of Assignment.

Article 2: Conclusion of the Agreement

1. The manner in which the Client grants the assignment for the provision of services has no prescribed form.
2. After the Client has granted the assignment, SEMARE will be entitled to use the Client’s name and/or logo in order to support the provision of the services and promotion of SEMARE.
3. If Client after the conclusion of the Agreement with SEMARE withdraws the assignment provided by Client, or withdraws a vacancy still to be filled, or wishes to put the assignment or the filling of a vacancy 'on hold' for a period longer than four weeks, fundamentally changes the job profile or fills a vacancy with an internal candidate who is already in the employment of Client, then Client will owe to SEMARE the start-up fee as defined in Article 4.3.
4. Article 2.3 only applies in case of a retained search as described in 4.1. Services provided by SEMARE other than a retained search such as talent mapping or recruitment as a service will not include a start-up fee.

Article 3: Agreement

1. If, between Client, as well as any companies affiliated to it in any manner whatsoever, and the Candidate proposed by SEMARE, Concurrence exists within one year after the first Introduction, the Client will be obliged to provide notification in writing to SEMARE regarding this within five working days from the coming into effect of the Concurrence, enclosing the terms and conditions of the agreement. It is not of relevance to the question of whether Concurrence exists if the conclusion of a (employment) contract between Client and the Candidate includes a provision regarding the proper completion of a probationary period, or that the proposed Candidate fills a different vacancy than the one for which he or she was introduced to Client.
2. There is also Concurrence if a vacancy is still cancelled after Concurrence is reached.

Article 4: Fee structure

1. Retained search: Unless otherwise agreed, we work with our clients on a retained basis and payment of our fees is not contingent upon our finding suitable candidates or upon the client making an offer to a candidate or having an offer accepted. Unless specific provisions to the contrary are agreed with the client at the outset, the assignment period will be three months. In the unlikely event that the search is not completed within the assignment period, we will review with the client the basis upon which we may extend the assignment period and, where appropriate, issue an amendment to the terms of the original assignment.
2. Unless otherwise agreed, our full fee structure is based on an upfront agreed fixed percentage of the actual full first year remuneration received by the candidate, including holiday allowances, excluding bonus if applicable for the position.
3. At the start of an executive search we always charge an initial fee (the basic fee or startup fee) of 30% of the estimated full fee. It will cover the costs for search work and of course Market Research resulting from the initial work and efforts put in place. The start-up fee will not be reimbursed.
4. Services provided by SEMARE other than a retained search such as talent mapping or recruitment as a service will not include a start-up fee. These services are calculated on an hourly basis unless otherwise agreed by SEMARE and the Client. All the amounts referred to in these General Terms and Conditions and in offers and quotations from SEMARE exclude VAT. Any costs, including shipping, travel or other administration costs are invoiced separately on the basis of costs actually incurred unless otherwise agreed.

Article 5: Payment

1. When an Appointment has been filled, the Client will owe the fee as agreed by SEMARE and the Client. If prior to an agreement the Client has given notice in writing that it wishes to work with a purchase order, the Client will undertake to provide SEMARE with a purchase order within 14 days of the date on which the Client and the Candidate have reached agreement. If the Client fails to provide the purchase order within that term SEMARE will be free to charge the fee without a cover purchase order.
2. Invoices must be paid within 30 calendar days of the invoice date. If that payment term is exceeded the Client will be in default by operation of law and will owe default interest at the statutory commercial interest rate that applies at that time pursuant to Book 6, Section 119a of the Dutch Civil Code (Burgerlijk Wetboek). The Client is not entitled to any set-off or suspension.
3. If the Client does not protest against the content of the invoice in writing within five calendar days after having been sent the Client will be deemed to have accepted the invoice and its contents.
4. If the Client fails to make payment promptly and in full the Client will be obliged to reimburse SEMARE for any and all judicial and extrajudicial costs related to collecting the claim, in which context extrajudicial costs will be equal to at least 15% of the amount overdue.
5. Payments made by the Client will always be applied first in respect of any and all interest and costs payable, and subsequently in respect of the invoices that have been outstanding the longest, even if when making payment the Client explicitly states that the payment relates to a later invoice.

Article 6: Liability

1. SEMARE will never be liable for damage which is or will be caused by a Candidate. Client must personally check if the Candidate has the possibly required (work) permits, Declarations of Independent Contractor Status and/or other requested documents in his or her possession. SEMARE will never be party in the agreement between Client and a Candidate.
2. SEMARE is not liable for any damage, loss or delay ensuing from an attributable breach, wrongful act or on any other ground unless there has been an intentional act or omission or wilful recklessness on the part of SEMARE. SEMARE also is not liable for any damage, loss or delay caused by the Candidate.
3. Losses due to delays, consequential damage, loss of profit and loss of income also are not eligible for reimbursement.
4. In the event that in spite of the provisions contained in Articles 6.1 to 6.3 above the Client believes that it has a well-founded ground to hold SEMARE liable, the Client must immediately notify SEMARE of that alleged claim in writing, supported by documents and properly substantiated, on penalty of its rights lapsing. Without prejudice to the provisions contained in Book 6, Section 89 of the Dutch Civil Code, the right to compensation from SEMARE will in any event lapse one year after the incident from which the damage ensued and for which SEMARE is allegedly liable.
5. Without prejudice to the provisions contained in Articles 6.1 to 6.3 above, any liability on the part of SEMARE will be limited to the amount paid out on the basis of its professional/business liability insurance policy in respect of the relevant case plus the amount of the excess that pursuant to the policy conditions is not for the insurers’ account. Information regarding the professional/business liability insurance policy/policies taken out by SEMARE and the related coverage will be provided upon request.

Article 7: Duty of confidentiality
The Client has a duty of confidentiality in respect of the information regarding the Candidates. Any and all information (in the broadest sense of the word) regarding Candidates is strictly confidential.

Article 8: Continuous obligations
Obligations, which by their nature are intended to continue also after the expiry of the Agreement, retain their effect thereafter. These obligations include inter alia: provisions with regard to liability duty of confidentiality and the non-compete and non-solicitation clause.

Article 9: Applicable law and disputes

1. All Agreements between SEMARE and the Client are governed by Dutch law, even if the Agreement has an international scope.
2. Any disputes – including disputes that only one of the parties deems to be such – arising between the Client and SEMARE in connection with this Agreement or the agreements ensuing from it will be resolved by the competent judge of the District Court of Amsterdam, the Netherlands.