General Terms and Conditions

TERMS

OF THE AGREEMENT BETWEEN NEW AMSTERDAM CAPITAL B.V. (“NAC”) AND CLIENT

DEFINITIONS

In this Agreement the following definitions apply;

Agreement

The agreement concluded between Client and NAC, consisting of these Terms, the Proposal and/or other oral and/or written agreements, pursuant to which NAC provides its services to the Client. Candidate Any person Introduced to the Client to be considered by the Client forEngagement;

Client

The natural or legal person, who entered into an agreement with New Amsterdam Capital B.V., directly or via an authorized person who acts in name of and for the account of the client (or present themselves as a person authorized to represent the client);

Data Protection Law

The General Data Protection Regulation or Directive 95/46/EC (“Algemene Verordening Gegevensbescherming”), any applicable statutory or regulatory provisions and all European Directives and regulations in force from time to time relating to the protection and transfer of personal data;

Engagement

The employment of a Candidate with the Client, and “Engage shall be construed accordingly”;

Introduction

Directly or indirectly introducing a Candidate by way of CV, interview, meeting or referral, by telephone or otherwise, following the Client’s instruction to NAC to search for a Candidate, and “Introduce”, “Introducing” and “Introduced” shall be construed accordingly;

Fee

The fee payable to NAC by the Client pursuant to the Agreement;

NAC

NEW AMSTERDAM CAPITAL B.V. (trade register no. 62696645) whose registered office address is at Keizersgracht 555, 1017 DR, Amsterdam, the Netherlands;

Parties

Both NAC and Client;

Proposal

The proposal made by NAC to Client, in which the specific agreements governing the Agreement between NAC and Client are specified;

Services

The Services as requested by Client and performed by NAC consisting, but not limited to recruitment services such as, sourcing, screening and Introducing of Candidates, employer branding,

Term of the agreement Start and end date of the Agreement, agreed upon in writing Terms

The terms governing this Agreement between NAC and the Client, as defined below

1. TERMS, TERM, TERMINATION

1.1 All and any business relating to the Services undertaken by NAC are transacted subject to these Terms, all of which shall be incorporated in any Agreement between NAC and the Client. If there is any conflict between these Terms and any other terms and conditions, these Terms shall prevail unless expressly agreed otherwise in writing by NAC.

1.2 This Agreement shall be effective as defined in the Terms of the agreement.These Terms supersede all previous terms and conditions of business with NAC in respect of the subject matter of these Terms whether written, oral or implied.

1.3 After Client and NAC reached an Agreement, NAC will be entitled to use the Client’s name and/or logo in order to support the provision of the services and promotion of NAC. This will include use on social media channels (such as LinkedIn, Facebook and Twitter).

1.4 The Agreement will not be renewed automatically. When the Term of the agreement has expired, it is not guaranteed a following term will be offered or that the Fee will remain the same.

2. INTRODUCTIONS AND CONFIDENTIALITY

2.1 The Client shall notify NAC immediately;

2.1.1 of any offer of an Engagement which the Client makes to a Candidate;

2.1.2 upon an offer of Engagement being accepted by a Candidate or otherwise upon the commencement of an Engagement (whichever first occurs).

2.2 Notwithstanding Clause 5.2 and without prejudice to Clause 6.3 (if applicable), the Client:

2.2.1 shall satisfy itself as to the suitability of any Candidate for the purposes of the vacancy for which a Candidate has been Introduced;

2.2.2 has sole responsibility for selecting a Candidate for Engagement;

2.2.3 should, NAC recommends, make all offers for Engagement subject to receiving satisfactory references, which the Client should take up directly, and verify to its own satisfaction all statements made by or on behalf of a Candidate, in particular ensuring that any legal, professional body or other requirements relating to (without limitation) training, qualifications, authorizations, professional certification, medical requirements and immigration status, are satisfied.

2.3 Introductions of Candidates and any CV supplied by NAC to the Client are confidential and should not be disclosed to any other person without the prior written consent of NAC. The Client may only use any CV supplied for the purposes of selecting a Candidate for interview and deciding whether to engage a Candidate. If the Client decides not to engage a Candidate, the Client hereby undertakes to return all copies of the Candidate’s CV to NAC and to remove, delete or destroy all records it may have which include details of or from the CV.

3. FEES

3.1 Parties agreed upon a fixed fee for the Term of the agreement.

3.2 All money due under this Clause 3 shall become due and payable in full by the Client within 14 calendar days from the invoice date.

3.3 NAC reserves the right to charge the Client statutory commercial interest on any amount outstanding after the period for payment set out in Clause 3.2 in accordance with the provisions of Articles 119a and 120(2) of Book 6 of the Dutch Civil Code.

3.4 All amounts payable under these Terms are exclusive of value added tax which shall be payable by the Client at the prevailing rate where applicable.

4. NO REFUNDS

4.1 In the situation a Candidate leaves, is dismissed or the Engagement is terminated (as appropriate) after commencing the Engagement all monies due and payable by the Client under these Terms shall remain due and payable by the Client and there shall be no rebate nor refunds of any fees.

5. NAC’s OBLIGATIONS

5.1 Save in respect of the authority given under these Terms, NAC has no authority to act for the Client, and, in particular, has no authority to enter into any contract with the Candidate on behalf of the Client, unless agreed otherwise in writing.

5.2 NAC will use its reasonable endeavors to Introduce to the Client a suitable Candidate to fill the position which the Client seeks to fill based on the information provided by the Client to NAC on the position, including the type of work a Candidate in that position would be required to do. Whilst NAC will make every effort to maintain a high standard of an efficient service, NAC gives no warranty as to the suitability and Introduction of any Candidate.

6. THE CLIENT’S OBLIGATIONS

6.1 The Client warrants and confirms that prior to Introduction it has been given to NAC sufficient information in order for NAC to select a suitable Candidate(s) for the position(s) the Client seeks to fill, including but not limited to:

6.1.1 the identity of the Client and, if applicable, the nature of the Client’s business;

6.1.2. the date on which the Client requires a Candidate to commence work and the duration, or likely duration, of the work;

6.1.3 the position which the Client seeks to fill, including, but not limited to, the type of work

Candidate in that position would be required to do, the location at which and the hours during which the Candidate would be required to work, any risks to health or safety known to the Client and the steps the Client has taken to prevent or control such risks;

6.1.4 the experience, training, qualifications and any authorization which the Client considers are necessary, or which are required by law or by any professional body, for the Candidate to possess in order to work in the position;

6.1.5 any expenses payable by or to the Candidate;

6.1.6 the salary rate and any other benefits which the Client would offer to a person in the position which it seeks to fill.

6.2 The Client confirms, where applicable, that prior to Introduction NAC has supplied it with confirmation of the following:

6.2.1. the identity of the Candidate;

6.2.2 that the Candidate has the experience, training, qualifications and any authorization which the Client considers are necessary, or which are required by law or by any professional body, to work in the position which the Client seeks to fill; and

6.2.3 that the Candidate is willing to work in the position which the Client seeks to fill.

6.3. Where the Candidate is required by law, or any professional body, to have any qualifications or authorizations of the Candidate, the Client confirms, where applicable, that prior to Introduction NAC has offered to provide the Client with copies of any relevant qualifications or authorizations of the Candidate;

6.4 To the extent that NAC may not have supplied the Client with confirmation as set out in Clause 6.2, the Client confirms that it is satisfied with the confirmation supplied; and the Client agrees that, if the Candidate fails to have the experience, training, qualifications or any authorization which the Client considers are necessary, or which are required by law or by any professional body, NAC shall have no liability to the Client in respect of this;

6.5 The Client acknowledges and understands that this Agreement is a partnership and that to realize the full value of the Service, its participation and effort are required. If the Client fails to collaborate, and this influences the performance of NAC its Service, NAC has the right to terminate this Agreement after giving the Client a warning in writing.

7. DATA PROTECTION

7.1 Each party warrants and undertakes to the other that, in relation to these Terms, it shall comply with all requirements of applicable Data Protection Laws.

7.2 Client will treat any personal data it receives from NAC, including but not limited to data regarding Candidates or employees of NAC, as confidential. Client will have in place procedures so that any third party it authorizes to have access to the personal data will respect and maintain the confidentiality and security of the personal data.

7.3 Client warrants and undertakes that it will have in place all appropriate technical and organizational measures to protect the personal data received from NAC against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access, and which provide a level of security appropriate to the risk represented by the processing and the nature of the data to be protected.

8. LIABILITY

8.1 Neither NAC nor any of NAC’s staff shall be liable to the Client for any loss, injury, damage, expense or delay incurred or suffered by the client arising in connection with any Introduction or Engagement and, in particular (but without limitation to the foregoing), any such loss, injury, damage, expense or delay arising in connection with: 8.1.1 failure of any Candidate to meet the requirements of the Client for all or any of the purposes for which the Candidate is required by the Client;

8.1.2 any act or omission of any Candidate, whether wilful, negligent, fraudulent, dishonest, reckless or otherwise;

8.1.3 any loss, injury, damage, expense or delay incurred or suffered by a Candidate; provided that nothing in this Clause 7.1 shall be construed as purporting to exclude or restrict NAC’s liability to the Client for personal injury or death resulting from NAC’s own negligence nor any statutory liability or any exclusion or limitation which is prohibited by law.

8.2 The Client acknowledges that in entering into these Terms, it has not relied on any representations, warranties or other assurances by NAC other than those expressly set out in these Terms, provided that nothing in this Clause 8.2 shall operate to limit or exclude any liability for fraudulent misrepresentation between NAC and the Client.

8.3 As a data controller, Client shall be liable to other parties for damages caused be breaking any Data Protection Laws and indemnifies NAC against any claim, fine or measure of third parties, including data subjects and the supervisory authority, as a result of violating the Data Protection Laws and/or other regulations.

9. GENERAL

9.1 These Terms are personal to the Client and it shall not be entitled to assign or subcontract its obligations or rights under these Terms to any third party without the prior written consent of NAC. NAC shall however be entitled to assign its obligations or rights under these Terms to any member of NAC’s Group and, upon such assignment, without prejudice to the assignor’s rights in respect of matters arising prior to such assignment, all references to NAC shall be deemed to refer to the assignee.

9.2 No variation or amendment to these Terms is effective unless it is in writing and signed on behalf of each party by a person duly authorized by that party.

9.3 These Terms shall be governed by and construed in all respects in accordance with Dutch law.

9.4 If any provision or any part of these Terms is held to be illegal or unenforceable, in whole or in part, under any enactment or rule of law;

9.4.1 such provision or part shall to that extent be deemed not to form part of these Terms but the enforceability of the remainder of these Terms shall not be affected;

9.4.2 to the extent permitted by law, NAC and the Client shall negotiate in good faith a replacement to any provision severed under Clause 9.4.1 by a provision which is of similar effect but which is not illegal or unenforceable.

9.5 Each Party agrees not to disclose any information or documentation pertaining to the

object of this agreement to any third parties, unless authorized by the other party or unless a party becomes legally compelled to disclose any confidential information. In that event, the disclosing party shall immediately notify the other party of this legal requirement. In any event the disclosing party shall disclose only that part of the confidential information that is required to be disclosed and shall use reasonable efforts to obtain an assurance that the information disclosed will be treated confidentially.

Each party shall protect the confidentiality of said information by making all the necessary arrangements with its personnel. These confidentiality obligations between the parties shall remain in force for one (1) year after the termination of this agreement.

None of the provisions of these Terms is intended to be for the benefit of, or enforceable by third parties (other than permitted assignees of NAC who shall be entitled to enforce the provisions of these Terms as if original parties to it).