Terms and Conditions

1. Definitions
In these Recruitment Terms and Conditions, the following definitions shall apply:
(a) ‘Search X’: Being the trade name of Search X Recruitment B.V. established in Haarlem.
b) ‘Candidate’: Any natural person who is recruited and selected by Search X to enter into an employment agreement, or other contractual relationship, either in his own name, or through and/or in cooperation with natural or legal persons in which the Candidate and/or Client is directly or indirectly involved, with the Client.
(c) ‘Client’: The natural or legal person for whom Search X makes efforts to recruit and select a Candidate.
(d) ‘Assignment’: The agreement between a Client and Search X pursuant to which Search X provides services to the Client.
(e) ‘Assignment Agreement’: The agreement between Search X and Client, pursuant to which Search X endeavours towards Client to recruit and select a Candidate.
(f) ‘Emoluments’:
All primary and secondary conditions of employment agreed with the Candidate, including , but not limited to: bonus (including the On-Target Earnings (OTE) annual salary as specified in the terms of employment or job description), 13th month, 14th month, 15th month, profit allowance, mobility allowance, lease allowance, lease car, pension, non contributory pension, irregularity allowance, shares, mobile phone, laptop, health insurance, home working allowance, representation allowance, expense allowance and (flexible) choice budget. OTE is defined as the total annual salary the Candidate can achieve if the objectives or targets are fully realised, including any variable remuneration components such as bonuses and commissions.

2. Applicability
2.1 These General Terms and Conditions of Recruitment apply to and form part of all offers, quotations, assignments and agreements between Search X and Client as well as all agreements and/or disputes arising therefrom.
2.2 Deviations from these General Terms and Conditions Recruitment are only valid insofar as they have been confirmed in writing by a legally valid representative of Search X. Such deviations apply exclusively to the case concerned and no rights can be derived from them with regard to other legal relationships entered into earlier or later.
2.3 The applicability of any other General Terms and Conditions used or referred to by the Client is hereby expressly rejected.

3. Realisation of assignments
3.1 An Assignment between Search X and Client is concluded after Search X has confirmed the Assignment in writing, or has commenced the execution of the Assignment and has informed the Client thereof.

4. Fees
4.1 The fee for work or services amounts to a previously agreed rate, laid down in the Assignment confirmation or agreement.
4.2 Upon request, the Client undertakes to allow Search X inspection of the primary and secondary terms of employment and emoluments, if applicable, actually agreed with the Candidate or applicable in the organisation concerned.
4.3 Search X applies different rates for its services:

• We Cure You Pay (NCNP) starting from 25%
• Retained starting from 22,5%
• Detavast starting from 2.7 Conversion factor (free takeover after 2080 hours worked)X= starting from 36% (3% per month, for 12 months duration)
• Freelance / Interim Projects* starting from 35% of the hourly rate or fixed hourly fee
  *Are carried out by our partner company “Work X Consulting B.V.”. These Freelance/Interim projects are established between the Client and “Work X Consulting B.V.” and are formalised per project through separate agreements in accordance with the guidelines of the Dutch Deregulation Assessment of Employment Relationships Act (DBA).

5. Invoicing and payment terms
5.1 Unless otherwise agreed in writing, the Client shall at all times pay Search X’s invoices within 14 days of the invoice date.
5.2 Unless otherwise agreed in writing, the X= subscription is invoiced quarterly in advance, in case of early termination of the mediated Candidate no refund will be made by Search X. The risk of early termination by the Candidate lies entirely with the Client.
5.3 After the expiry of the payment term mentioned in article 5.1, Search X will remind the Client to pay the outstanding amount within a reasonable period of time. If the Client has received this written notice of default and fails to comply with it, it shall be in
default. In that case, the Client shall owe Search X interest at the applicable statutory commercial interest rate per month on the outstanding amount.
5.4 Both the judicial and extrajudicial costs relating to the collection and recovery of payments not received on time by Search X from the Client shall be borne by the Client. The compensation in respect of extrajudicial collection costs is set at a minimum of 15% of the principal sum due.
5.5 Payments made by the Client shall primarily serve to pay the interest due referred to in paragraph 2 of this article 5 and further the judicial and extrajudicial costs referred to in paragraph 3 of this article 5 and shall thereafter be deducted from the oldest outstanding claim.
5.6 If the Client rejects a Candidate introduced by Search X or the Candidate rejects an offer by the Client to enter into an employment agreement or other contractual relationship, and the Client subsequently enters into an employment agreement or other contractual relationship with the Candidate within 18 months after the last contact with the Candidate by Search X, the Client shall be liable to pay the total costs to Search X in accordance with the provisions in article 4 of these General Terms and Conditions of Recruitment plus an immediately payable fine of 10.000 euros per Candidate.
5.7 Client shall accept invoices 7 days from the date of receipt.
5.8 Guarantee as mentioned in Article 6 shall lapse if the invoice is not paid within the period.
5.9 The Client undertakes not to enter into any employment agreement, cooperation agreement, or other contractual relationship with employees or self-employed persons who are employed by Search X, or have been employed by Search X, during the term of the Engagement and a period of 12 months after termination of the Engagement, unless otherwise agreed in writing. If the Client enters into any such agreement or relationship, without Search X’s prior written consent, the Client shall be liable to pay Search X an immediately due and payable penalty of €50,000 per violation, without prejudice to Search X’s right to claim additional damages if the damage suffered exceeds the said penalty amount.
5.10 If the Client decides to suspend the Assignment, withdraw the vacancy, or permanently cancel the employment position after one or more Candidates have been interviewed by the Client, the Client shall owe a cancellation fee. The cancellation fee is 30% of the mediation fee, calculated based on the median of the stated salary range for the relevant position, as agreed in the job confirmation. The cancellation fee is not due if the suspension or cancellation is directly attributable to negligence or shortcomings on the part of Search X. The cancellation fee must be paid within 14 days of the invoice date.

6. Guarantee conditions
6.1 In the event that a mediated Candidate terminates the employment contract before the date of commencement of employment, the Assignment is deemed not to have been completed and Search X will still take care of the execution of the Assignment for 0% of the original rate, provided that:
● the Client has informed Search X in writing within 3 days after dissolution by the Candidate;
● the dissolution is not the result of changes or non-fulfilment of the employment contract by the Client;
● the essential characteristics of the position have not been changed;
● the position has not been withdrawn;
● the dissolution of the employment contract is not the result of redundancy, reorganisation, merger or takeover;
● the Client has paid all amounts invoiced by Search X;
● the conditions described in these General Terms and Conditions of Recruitment have been complied with by the Client.
6.2 In the event that a mediated Candidate terminates the employment contract within the 1st month of employment, the Assignment is considered not completed and the Client will receive a one-time 50% discount on the mediation of the replacement
candidate for the same position, provided that:
● the Client has notified Search X in writing within 3 days of the Candidate’s termination;
● the termination is not the result of changes or non-performance of the employment contract by the Client;
● the essential characteristics of the position have not changed;
● the position has not been withdrawn;
● the termination of the employment contract is not the result of redundancy, reorganisation, merger or takeover;
● the Client has paid all amounts invoiced by Search X;
● the conditions as described in these General Terms and Conditions of Recruitment have been complied with by the Client.
6.3 The guarantee discount as described in article 6.2 is only granted once per Assignment. If the replacement Candidate also
terminates the employment contract within the first month of employment, no further guarantee discounts shall apply. In that case, a new mediation fee will be charged in accordance with the agreements in the Assignment Confirmation.

7. Liability
Search X makes every effort to find a suitable Candidate, but provides no guarantee as to the suitability of the Candidate. Guarantee regarding the suitability of the proposed Candidate. The Client is responsible for checking the Candidate’s references and must convince himself of the Candidate’s suitability before hiring a Candidate introduced by Search X. Search X is not liable for any damage suffered by the Client in connection with the Assignment, regardless of whether this is caused by (subsequently proven) unsuitability of the Candidate or by other factors. The Client indemnifies Search X against any claims of third parties in connection with the Assignment in 3.1.

8. Code of Conduct
8.1 Search X will observe discretion with regard to company and personal data of the Client and the Candidate.
8.2 Search X will always advise the Client to the best of its knowledge and belief with regard to information regarding Candidates without putting monetary gain first, but only professional quality.
8.3 Search X undertakes to keep confidential any business information of the Client provided in the context of the execution of the Order. This information will only be used to recruit, select and convince suitable Candidates to join the Client. Search X will only share company information with Candidates if and insofar as this is necessary for the proper execution of the Assignment and only with the intention to inform the Candidates about the nature of the position and the organisation of the Client. Although Search X makes every effort to ensure confidentiality, Search X cannot be held liable for unintentional disclosure or misuse of company information by Candidates or third parties, unless there is intent or gross negligence on the part of Search X.

9. General Data Protection Regulation (AVG)
9.1 The information provided by Search X about Candidates is treated by the Client, its personnel and/or persons working for it as strictly confidential. The Client complies with the applicable General Data Protection Regulation Data Protection Regulation (AVG) and hereby expressly indemnifies Search X against all claims of third parties in connection with non-compliance with the General Regulation Data Protection Regulation by the Client.

10. Applicable law, competent Court
10.1 These Recruitment Terms and Conditions and the Assignment to which these Recruitment Terms and Conditions apply are governed by Dutch law. 10.2 Disputes arising from or in connection with the Assignment to which these General Terms and Conditions of Recruitment apply and disputes in connection with these General Terms and Conditions of Recruitment shall be brought before the District Court of Amsterdam if they fall within the jurisdiction of the district court.

11. Specific Terms for Retained Assignments
11.1 The Client grants Search X exclusive rights for a period of 3 months to recruit for the specified position(s). During this period, the Client shall not engage any third party to provide similar recruitment services for the same position(s). Furthermore, if full exclusivity has been agreed upon, the Client shall not publish the vacancy or otherwise promote it externally on their own initiative. Candidates originating from the Client’s own network will be included in the recruitment process by Search X. If such a candidate
is hired, a reduced fee shall apply, the amount of which will be agreed upon separately.
11.2 The fee amounts to a minimum of 22.5% of the gross annual salary, including holiday allowance, maximum attainable bonus, management fees or profit-sharing, fixed expense allowances, and other benefits, unless otherwise agreed in the Assignment Agreement. All components are fully included in the OTE (On-Target Earnings) salary.
11.3 Search X will invoice the agreed fee in three equal instalments, which will be issued as outlined in the Assignment Confirmation.
11.4 The Client shall provide feedback within 5 working days upon receiving a candidate profile. If no feedback is received, Search X reserves the right to initiate the next invoicing milestone. In exceptional cases, the Client may request an extension in writing within the 5-working-day term. Any granted extension shall not exceed 5 working days from the original deadline.
11.5 If the Client decides to cancel or suspend the Assignment after one or more candidates have been introduced or interviewed, a cancellation fee shall be due. This fee corresponds to the next unpaid instalment of the agreed fee. This cancellation fee will not apply if the cancellation results directly from gross negligence on the part of Search X.
11.6 This Assignment Agreement takes effect on the agreed start date and has an initial duration of 3 months.
– Termination by the Client: The Client may terminate this Assignment Agreement only in the event of a material breach by Search X, which is not remedied within 7 calendar days after written notice.
– Termination by Search X: Search X may terminate this Assignment Agreement at any time, but only on reasonable grounds, including but not limited to: repeated failure to provide timely feedback, lack of cooperation or essential information, non-payment of invoices, or behaviour that obstructs the success of the Assignment.
11.7 Both parties shall comply with applicable data protection laws, including the General Data Protection Regulation (GDPR). All shared business and candidate information shall be treated as strictly confidential and used solely for the execution of this Assignment.