General terms and conditions

• Winsearch: Winsearch B.V.
• Exclusivity: the period during which Winsearch will receive all recruitment and selection assignments from Client and carry them out for Client to the exclusion of all other recruitment and selection agencies. Exclusivity can also relate to recruitment and selection assignments for one or more specific job profiles that Client will provide to Winsearch - whether or not during a specific period - to the exclusion of other recruitment and selection agencies. Winsearch will indicate in the Assignment Confirmation whether there is periodic exclusivity, exclusivity with regard to one or more job profiles or a combination of these.
• Client: the company (natural or legal person) with whom Winsearch enters into the Assignment.
• Assignment: the agreement between Client and Winsearch pursuant to which Winsearch performs recruitment and selection activities on behalf of Client in order to establish an employment relationship -of whatever nature, direct or indirect- between a Candidate and Client.
• Assignment Confirmation: the document to be sent by Winsearch to Client, confirming the Assignment. The Assignment Confirmation contains at least a global description of the work to be performed by Winsearch, the Fee(s), expenses (if any) and the method and term of payment.
• Candidate: the person involved in Winsearch's recruitment & selection activities on behalf of Client.
• Placement: the moment at which Client, through and/or for third parties, directly or indirectly agrees on an employment relationship of any kind with the Candidate offered by Winsearch in the context of an Assignment or introduction.
• Fee: the fee payable by Client to Winsearch (exclusive of any recruitment costs such as advertising costs and any additional costs) in connection with the execution of the recruitment & selection assignment, expressed as a percentage of the Candidate's annual salary including emoluments such as holiday allowance, bonus, profit distribution, 13th month, lease car, expense allowance, etc., unless stated otherwise in the Assignment Confirmation.
• Rate: the fee payable by Client to Winsearch (excluding recruitment costs and any additional costs) in connection with the execution of the secondment Assignment.
• Introduction: the introduction of a Candidate by Winsearch to Client without Client having issued an Assignment to Winsearch for that purpose.

These terms and conditions apply to all Assignments, Introductions, offers and agreements on recruitment & selection of Candidates by Winsearch for Client. Any purchase or other conditions of Client do not apply and their applicability is expressly rejected.

1. Winsearch will draw up a written assignment confirmation per Assignment and will make every effort to select, to the best of its knowledge and ability, one or more candidates who meet the reasonable requirements and expectations of the client to the best of its ability, within the term stated in the assignment confirmation, based on the information provided by the client.
   
   
2. The information to be provided by client that will be included by Winsearch in the assignment confirmation are:
   
   - the work to be performed by the candidate/the position with job content that the candidate will be required to perform;
   - the location of the work and working hours;
   - the date on which the client wishes the Candidate to start;
   - experience, training, qualifications and all powers required of the candidate by the client, the law or any professional body, so that he can work in the position;
   - health or safety risks to the extent known to the client, as well as the measures taken by the client to prevent or control such risks;
   - the duration or expected duration of the employment contract to be offered by the client;
   - the probable annual salary, any expense allowances and other emoluments;
   - the candidate's maximum notice period;
   - the duration of the assignment.
   
   
3. Introduction takes place by means of a letter of introduction and/or curriculum vitae, stating the conditions under which Winsearch offers the candidate.
   
   
4. There is a placement as soon as the client agrees, for itself, through and/or for third parties, on an employment relationship of any kind, directly or indirectly, with the candidate offered by Winsearch as part of an assignment or introduction.
   
   
5. Winsearch may make use of third parties when executing the assignment.

1. In executing the order, Winsearch assumes the information provided by Client regarding the desired profiles, work experience and educational requirements. Winsearch assumes that this information is correct and that it is provided by the client in good time and in full.
2. Client is obliged to provide Winsearch with all relevant information influencing the provision of services, including but not limited to organisational changes, position changes and personnel changes.
3. When executing the assignment, Winsearch assumes that client provides the necessary cooperation and allocates time for interviews with candidates and makes consulting rooms available, among other things.
4. Client shall treat all information relating to candidates as confidential and shall not use such information without the candidate(s) and/or Winsearch's consent.
5. Client shall ascertain the suitability of the candidate, whereby client shall take into account and, if necessary, check all references submitted by the candidate to client or to Winsearch before hiring the candidate. Client is responsible for obtaining any work permit and/or any other required permission for the candidate to perform work, arranging any medical examinations and/or examination of the candidate's medical history and meeting any medical and other conditions, qualifications or other permission(s) required.
6. Client shall notify Winsearch immediately but no later than within seven calendar days of the candidate's placement and send Winsearch a copy of the (employment) agreement signed by client and candidate within seven calendar days of placement.

1. Winsearch shall make every effort to guarantee the suitability of the Candidates presented to Client as much as possible, by:

• establishing the identity of the Candidate;
• establishing that the Candidate has the experience, education and qualifications which Client deems necessary and desirable or which are required by law or by any professional authority;
• establishing that the Candidate is willing to work in the position for which Client wishes to hire the Candidate.

2. Winsearch shall endeavour to do all that is reasonably possible to ensure that Client and the Candidate are aware of the condition(s) required by law or any professional body in order for the Candidate to work in the position for which Client wishes to hire the Candidate..

1. The nomination of Candidates is confidential. If Client passes on information regarding a Candidate nominated by Winsearch to a third party and this leads to an employment contract with this third party within 12 months of the nomination, Client owes Winsearch the maximum Fee included in these general terms and conditions, regardless of what the Assignment Confirmation states regarding the Fee.

2. With regard to each Candidate with whom the Client enters into an employment relationship within 12 months of their nomination, either directly or through a third party, the Client shall owe the Fee stated in the Assignment Confirmation.

If Client withdraws, terminates an Assignment or modifies (parts of) an Assignment in such a way that, in Winsearch's reasonable opinion, it constitutes a new Assignment, before a Candidate already offered in the context of the Assignment has been accepted or before the term agreed in the Assignment Confirmation has expired, Client shall owe Winsearch a fee of 50% of the Fee included in the Assignment Confirmation based on the salary data included therein, with a minimum of €10,000.

1. An Assignment ends the moment a Placement is realised or the moment one of the parties (after the term agreed in the Assignment Confirmation) withdraws or terminates the Assignment.
   
   
2. The Assignment between Winsearch and Client can - in addition to the possibilities offered by law - be terminated immediately without judicial intervention and without notice of default being required, if:

1. Client is in a state of bankruptcy or an application for such has been filed;
2. Client is in a (provisional) suspension of payments or an application for such has been filed;
3. Client loses the authority to dispose of its assets or parts thereof due to attachment of its property, receivership or otherwise;
4. (the company of) Client is dissolved or liquidated;
5. In the opinion of Winsearch, collection of existing or future claims against Client cannot be sufficiently secured;
6. The foregoing is without prejudice to Winsearch's right to claim full compensation from Client.

1. For each Placement, Client owes Winsearch a Fee. The Fee is based on a percentage of the gross annual salary plus emoluments agreed between the Candidate and Client, converted to a 40-hour working week and converted to a full year (12 months) if the employment relationship is entered into for less than one year. In this context, emoluments mean the following: holiday allowance, 13th and 14th month, 50% guaranteed or reasonably expected bonus/tantième/profit sharing, year-end bonus, lease budget and employer pension contribution.
   
   
2. The agreed Fee percentage is stated in the Assignment Confirmation.
   
   
3. Client also owes the Fee if Client enters into an employment relationship, directly or indirectly, with the Candidate for himself, through and/or for third parties, for the same or another position than the position for which the Candidate was introduced, within twelve months after - without Placement - an Assignment has ended, or within three months after a Candidate was introduced to Client by Winsearch.
   
   
4. Recruitment costs will be charged separately by Winsearch to Client and do not form part of the Fee. The amount of recruitment costs is stated in the Engagement Confirmation. Other costs such as travel and/or accommodation costs of the Candidate, incurred in connection with the selection procedure, will be charged separately.

5. If confirmed as such, the Fee can be paid in 3 instalments:

   ⎯ After sending the Assignment Confirmation, a first instalment of 1/3rd of the agreed Fee will be invoiced

   ⎯ After the presentation of the shortlist, the next instalment of 1/3rd will be invoiced.

   ⎯ After the signing of the employment contract between the Client and the recruited Candidate, the final instalment of 1/3rd will be invoiced.

   Each (term) invoice must be paid in full within the term specified on the Engagement Confirmation.

6. Client does not owe the Fee if Winsearch has failed to select a suitable Candidate. The recruitment costs, the additional costs referred to in paragraph 4 and the first term of 1/3 are payable by Client at all times.
   
   
7. Winsearch will, if the Candidate terminates the employment relationship of his/her own accord within the probationary period, or if it is demonstrated within this period that the Candidate is not suitable for the intended position, make every effort to recruit and select a replacement Candidate, without owing a Fee to Client. However, the recruitment costs and the additional costs referred to in paragraph 4 will be payable. In all other cases where the employment relationship ends during or after the aforementioned probationary period, the Fee referred to in paragraph 1 will remain payable by the Client.

1. All prices are in Euros and exclusive of VAT.
2. Client is obliged to pay any invoice from Winsearch within 14 calendar days of the invoice date.
3. The invoice for services provided will be sent after the Candidate and Client have reached agreement on the employment relationship.
4. If an invoice is not paid within the period mentioned in paragraph 1, Client is legally in default from the first day after the expiry of the payment term and owes interest of 1% per calendar month on the outstanding amount, where part of a month is counted as a full month. The copy of the invoice sent by Winsearch to Client in Winsearch's possession serves as full proof of the indebtedness of the interest and the day on which the interest calculation starts.
5. Client is not authorised to set off the invoice amount, regardless of whether he disputes it, against any counterclaim, whether justifiable or not, and/or to suspend payment of the invoice.
6. Complaints must be submitted to Winsearch in writing by Client within 7 days of the invoice being sent, failing which the indebtedness of the invoice shall be irrevocably established.
7. All judicial and extrajudicial (collection) costs incurred by Winsearch as a result of Client's failure to comply with its obligations under this article shall be borne entirely by Client. The compensation in respect of extrajudicial costs is fixed at 15% of the principal sum due including VAT and interest, with a minimum of € 250 per claim, unless Winsearch has demonstrably incurred more costs. The fixed compensation shall always be due and charged by Client as soon as Client is in default without further proof.

Client and Winsearch shall, when entering into and performing the Assignment or any other agreement, only set and take into account requirements relevant and reasonable for the position. Client and Winsearch will not make prohibited distinctions on the basis of philosophy of life, political affiliation, gender, race, nationality, sexual orientation, marital status, disability, chronic illness, age or any other ground.

1. The Parties shall treat confidentially any information which they know or should understand to be of a confidential nature, except insofar as any statutory regulation or court order requires disclosure thereof. Confidential information is at least the information that has been and/or is provided in the context of the Agreement, including but not limited to rates and (personal) data of Candidates.

2. The Parties shall also impose the obligation of confidentiality on employees involved in the execution of the Agreement and on third parties engaged by the Parties.

1. In the context of the Assignment, regular exchange of personal data of Candidates in particular takes place. Client and Winsearch are obliged to treat such data confidentially in accordance with the General Data Processing Regulation (AVG) and related laws and regulations. Client does not require any data from Winsearch that Winsearch is not allowed to provide and/or collect under applicable laws and regulations. Client is responsible for the further processing of data provided to it by Winsearch. The Parties expressly acknowledge and both declare to be independent processors in respect of the personal data to be processed by them.
2. Client is not permitted to use (assessment) reports of Candidates, without prior written consent of the Candidates and of Winsearch, or otherwise provide them to third parties.
3. Client shall indemnify Winsearch against any claim by Candidates or other third parties against Winsearch in connection with a violation by Client of the provisions of this article and shall reimburse Winsearch for costs incurred in connection therewith.

1. The proposals, plans, databases, working methods, assessments and tests otherwise used by Winsearch in the context of the Agreement shall remain the property of Winsearch or its licensors.
2. Client is not allowed to proceed to publish or reproduce or otherwise use the items mentioned in the previous paragraph without Winsearch's prior written consent, nor to use such items for any other purpose than that required in the context of the execution of the agreement.
3. Winsearch declares that, to the best of its knowledge, the matters and their use in the context of the Assignment by Client do not infringe any third party intellectual property rights applicable in the Netherlands.

1. Client is responsible for the final selection of a Candidate.
2. Winsearch is not liable if the Candidate turns out not to meet Client's requirements or expectations or for damage caused by the Candidate, unless this is the demonstrable result of an attributable shortcoming by Winsearch in the recruitment and selection process.
3. Nor is Winsearch liable for damage(s) suffered by Client, in the broadest sense of the word, if a Candidate offered by Winsearch in the context of an Assignment or introduction decides not to enter into an employment relationship with Client or decides to (prematurely) terminate an employment relationship entered into with Client.
4. Any liability of Winsearch is limited to the amount due or to be due under the Assignment. Winsearch's liability for consequential and indirect damage, such as delay damage or business stagnation, image damage, lost profits, missed savings or losses suffered on the part of Client or third parties, is excluded in all cases.

1. These terms and conditions and all offers and Assignments to which they relate are governed by Dutch law.
2. Any disputes arising from or related to the Engagement may be submitted for settlement only to the competent court in Apeldoorn.