Article 1. Definitions In these General Service Terms and Conditions, the following terms with initial capital letters are used:

GTC: These General Service Terms and Conditions;

Kariyer: The sole proprietorship Kariyer located in Arnhem and registered under the trade registry number KvK 54460425;

Client: Any natural person or legal entity to whom Kariyer sends an offer and/or order confirmation, to whom a Candidate is made available, and/or with whom Kariyer enters into an agreement;

Order: The agreement between Kariyer and Client under which Kariyer carries out recruitment and selection and/or exclusive search activities on behalf of the Client;

Order Confirmation: The document sent by Kariyer to the Client by which the order is formed. The order confirmation includes, at a minimum, a description of the services to be provided, the duration of the order, the fee, expenses, and the payment method;

Fee: The fee payable by the Client to Kariyer in connection with the order;

Candidate: A person selected and presented and/or discussed by Kariyer to the Client.

Article 2. Applicability These GTC apply to and are part of all quotations, Orders, and agreements between Kariyer and the Client and all agreements and/or disputes arising therefrom. Entering into an agreement with Kariyer implies that the Client unconditionally accepts the applicability of these terms and conditions. Deviation from these GTC is only valid if accepted in writing by Kariyer’s management. Such acceptance cannot be inferred from the fact that a statement from the Client remains unaddressed by Kariyer; these GTC remain fully effective in such cases. Confirmed deviations in writing apply exclusively to the specific case and cannot be used as a basis for subsequent legal relationships. The applicability of any other general terms and conditions that may be used by the Client or referred to by the Client is expressly rejected. If one or more provisions in these GTC are wholly or partially null and void or declared null and void at any time, the other provisions in these GTC will remain in full force. Kariyer and the Client will then consult to agree on new provisions to replace the null and void provisions, taking into account as much as possible the purpose and scope of the original provisions. These terms and conditions also apply to agreements with Kariyer for the performance of which third parties must be involved. In the event that the GTC and the Order Confirmation contain conflicting provisions, the conditions included in the Order Confirmation apply. Kariyer may change its general terms and conditions from time to time without notification to its users, unless required by law. The changes in the general terms and conditions take effect when we publish them on the website.

Article 3. Non-binding quotations and conclusion of Orders All quotations provided by Kariyer, including prices, costs, and conditions, in any form, are entirely non-binding, unless the opposite is explicitly stated in an individually directed written quotation. Verbal commitments made by Kariyer are only binding after written confirmation by Kariyer. Orders and changes thereto between Kariyer and the Client are only concluded after Kariyer has confirmed the Order in writing or has started the actual execution of the Order. In the latter case, if the Client does not respond to the content of the Order Confirmation within five (5) working days of the request, it will be considered correct and complete, and the Client and Kariyer will be bound by its content. Kariyer is never obliged to commence the actual execution of the Order before receiving a written Order Confirmation from the Client. Kariyer cannot be bound by its quotation if the Client can reasonably understand that the quotation or any part thereof contains an obvious mistake or typographical error. For all quotations and offers, it is also the case that these are based on the data provided by the Client. If it appears that this data is incorrect or incomplete, the Client cannot derive any rights from an (accepted) quotation or offer. Parties can communicate with each other via electronic means. Such communication is equivalent to written communication, such as email. Kariyer may impose additional requirements on communication between parties or the performance of legal acts by email. After the conclusion of an agreement to which these GTC apply, a photocopy, fax, or reproduction of an electronically stored copy thereof (including attachments, correspondence between the Client and Kariyer, and other documents) is considered original, unless otherwise agreed. Kariyer’s electronic files are, as far as the law permits, considered a presumption of evidence.

Article 4. Duration and termination of the Order Orders are entered into for a fixed or indefinite period. The Order for a fixed period expires by operation of law when the agreed period elapses, the pre-agreed future event occurs, or after achieving the pre-agreed objective. An extension of the Order is only possible if both parties confirm this in writing. Premature termination of the Order is only possible if both parties agree to and confirm it in writing. In the event of premature termination, Kariyer is entitled to full payment of the agreed Fee, unless parties agree otherwise in writing. Kariyer may terminate the Order by registered letter or by a public announcement without judicial intervention, without prior notice of default or notice of termination, and without being liable for any compensation for damage, in the following cases:

a. The Client applies for suspension of payment or is declared bankrupt; b. The Client applies for, or is granted, statutory debt restructuring, a debt repayment scheme for natural persons, or an equivalent regulation that falls under foreign law; c. The Client terminates its business activities; d. The Client or its activities are declared subject to liquidation or dissolution; e. Seizure is levied on a significant part of the Client’s assets, or a significant part of the assets of the Client are attached.

The Order terminates in the cases mentioned in paragraph 3a through 3d without the Client being required to give prior written notice of default or notice of termination.

If the Client cancels the Order before it has been fully executed, the Client will owe Kariyer the full agreed Fee, plus any costs incurred by Kariyer.

Article 5. Obligations of the Client The Client will ensure that it provides Kariyer with all data and documents required for the proper execution of the Order in a timely and correct manner and at the expense of the Client. Kariyer will notify the Client of the required data and documents in good time and in the desired form and manner. The Client is responsible for the content of the data and documents provided to Kariyer, even if these are not to be used in the execution of the Order. The Client guarantees the accuracy, completeness, and reliability of the data and documents provided to Kariyer. The Client guarantees that it has the right to use any data or documents that it provides to Kariyer. The Client will indemnify Kariyer against any third-party claims based on the assertion that the data or documents provided by the Client infringe third-party rights. Kariyer is not obliged to verify the accuracy, completeness, and reliability of the data and documents provided by the Client or third parties. The Client guarantees that the data and documents provided to Kariyer do not infringe any third-party rights, and the Client indemnifies Kariyer against all third-party claims based on the assertion that such data or documents do infringe those rights. Kariyer is entitled to suspend the execution of the Order until the Client has complied with its obligations towards Kariyer. The Client is responsible for notifying Kariyer immediately of any facts and circumstances that may be relevant to the correct execution of the Order.

Article 6. Fee The Fee for the execution of the Order will be determined on the basis of the rates stated in the Order Confirmation or, in the absence of such rates, will be determined on the basis of Kariyer’s usual rates for the performance of the Order. The Fee may be adjusted by Kariyer each year on January 1st. The Fee is exclusive of VAT and other government levies, as well as any costs made in the execution of the Order, such as travel and accommodation costs, visa costs, and other costs. These costs will be charged separately to the Client. Kariyer is entitled to charge the costs of additional work performed by it on behalf of the Client as additional costs. Additional work is work that falls outside the scope of the Order and/or that is agreed upon in consultation with the Client, but which work Kariyer will have to carry out in addition to the originally agreed work. If additional work must be carried out by Kariyer, Kariyer will notify the Client as soon as possible. The Client will be deemed to have given its approval for this additional work and the associated costs unless the Client objects to this in writing within ten (10) working days of receipt of Kariyer’s notification. If Kariyer and the Client have not agreed upon a fee and/or additional work in the Order Confirmation or if no agreement has been reached, the Client will owe Kariyer a Fee that is in line with the services to be provided by Kariyer. The Client is not authorized to deduct or set off any amount, nor to suspend its payment obligations towards Kariyer. Kariyer is entitled to adjust the Fee if, after the conclusion of the Order, costs affecting the price or wages are increased due to changes in legislation and regulations. Kariyer is also entitled to increase the Fee if a change in the scope or content of the Order requires a change in the Fee. Kariyer will inform the Client of an adjustment to the Fee as soon as possible.

Article 7. Payment Kariyer will send an invoice for the Fee and any additional costs incurred to the Client. The Client will pay the invoice within fourteen (14) days of the invoice date in the currency stated on the invoice, unless parties agree otherwise in writing. Objections to the amount of the invoice do not suspend the payment obligation. If the Client fails to pay an invoice by the due date, it will owe the statutory interest on the invoice amount from the due date of the invoice. Kariyer is also entitled to compensation of all extrajudicial costs incurred in connection with the collection of the claim. The extrajudicial costs are calculated in accordance with the Extrajudicial Collection Costs (Fees) Decree. All payments made by the Client are first allocated to settle all interest and costs payable, and then to settle the oldest invoices outstanding. Kariyer has the right to suspend the performance of its obligations, including the provision of Candidates to the Client, until the Client has met its payment obligations. If the Client continues to remain in default, Kariyer has the right to terminate the Order.

Article 8. Use and privacy of personal data Kariyer processes personal data within the meaning of the General Data Protection Regulation (GDPR) in accordance with its privacy statement. The privacy statement can be found on Kariyer’s website and is available to the Client on request. Kariyer will process personal data for the execution of the Order and will observe the obligations under the GDPR. Kariyer will not process personal data for any other purpose. Kariyer will use the Client’s data exclusively for the execution of the Order. The Client guarantees that it has obtained the necessary consent for the processing of personal data by Kariyer. The Client indemnifies Kariyer against any third-party claims in connection with the processing of personal data. Kariyer will take adequate measures to protect the personal data against loss or any form of unlawful processing. If the Client provides Kariyer with personal data, it guarantees that it has the right to do so and that it is allowed to provide these data to Kariyer for processing within the framework of the Order. Kariyer is entitled to use third parties for the processing of personal data. Kariyer will always inform the Client about the use of third parties in the processing of personal data. Kariyer remains responsible for the processing of personal data. Kariyer will delete personal data at the request of the Client, unless Kariyer has a legal obligation to retain the personal data.

Article 9. Confidentiality Both parties are obliged to maintain the confidentiality of all confidential information they receive within the framework of the Order, unless the law requires disclosure of this information. Kariyer is not allowed to use the confidential information for a purpose other than the purpose for which it was provided. The parties ensure that their employees and any third parties engaged by them are also obliged to observe the confidentiality of the confidential information. Kariyer is not entitled to disclose the confidential information to third parties unless the Client has given its written consent or unless the Order requires disclosure of the information.

Article 10. Liability Kariyer is not liable for any loss or damage that the Client may suffer. The Client is liable for all damage suffered by Kariyer, unless the loss or damage is covered by an insurance policy of Kariyer or the damage is due to intent or gross negligence of Kariyer. Kariyer is not liable for damage that the Client may suffer as a result of any acts or omissions of the Candidates introduced by Kariyer. Kariyer is not liable for any indirect damage, including consequential damage, loss of profit, lost savings, and damage due to business stagnation. If Kariyer is nevertheless held liable, Kariyer’s liability will be limited to the amount of the Fee paid by the Client for the services provided by Kariyer, which resulted in the damage, up to a maximum amount of €10,000.

Article 11. Applicable law and dispute resolution The Agreement and the execution thereof are governed by Dutch law. All disputes arising from or in connection with the Agreement or the execution thereof will be submitted to the competent court in the place where Kariyer has its registered office, unless the law prescribes otherwise.