DUPP – General Terms and Conditions

Article 1: Applicability

1.1 These General Terms and Conditions are part of and apply to all offers from, orders to,

agreements and legal relationships with DUPP / Den Uijl Ploeg & Partners, in this General Terms and Conditions further named DUPP, referring to assignments for the recruitment and selection of personnel as well as advising on that matter.

Article 2: Formation

2.1 The contract becomes effective the moment when DUPP receive by return the confirmation of assignment signed by DUPP and the Client. The confirmation is based on the information given at the time to DUPP by the Client.

2.2. The Client guarantees that to the best of his knowledge he has given all essential information for the planning and execution of the assignment. DUPP will execute the given assignments to the best of their knowledge and ability and in accordance with the requirements of professional skill. This commitment has the character of an obligation for DUPP to perform to the best of their abilities since no guarantee can be given that the desired result will be achieved.

2.3. Negotiations are without any obligation. Offers made or promises given do not give any rights until the moment when the Client has accepted them and they have subsequently been accepted in writing by DUPP.

Article 3: Contents, execution and assignment

3.1 DUPP will always to the best of their knowledge and ability recommend one or several candidates to the Client on the basis of the information acquired by DUPP about the skills and competence of the candidates. DUPP assume that the candidates and the parties recommending them act in good faith. The Client is responsible for the final selection of a candidate.

3.2 The Client is entirely free to enter into a contract of employment or any other relationship with the candidates. In case of agreement being reached the Client shall inform DUPP hereof within one week after agreement has been reached.

3.3 Assignments are executed on an exclusive basis.

Article 4: Payment

4.1 When agreement has been reached between the Client and the candidate proposed by DUPP, they will make out an invoice – subject to the provisions stated below – for the agreed fee on the basis of the gross annual income in case of a full time employment. In case of part time employment the fee will be based on the part time income pro rata converted to the full time income.

4.2 All costs, including the cost of advertising, incurred in connection with the execution of the assignment by DUPP after consultation with the Client are payable by the Client.

4.3.1 All invoices are to be settled not later than 14 days after date of invoice, in default of which DUPP are entitled to suspend their activities.

4.4 It is not permitted to set off the invoice amount against any counterclaim existing for whatever reason.

4.5 Any changes in the original job description are equated with the cancellation of the assignment, in which case the above provision applies, unless Parties agree otherwise on account of the change in the job description.

4.6 The Client shall pay the full fee for each candidate, according to the fee as agreed in the last confirmation of assignment, who enters into an agreement with the Client within two years after having been introduced by DUPP.

Article 5: Non-performance

5.1 If the Client does not punctually make any payment, he is in default on account of the term of payment having expired. In that case, as well as if the Client is declared bankrupt, applies for suspension of payment, is placed in receivership, his capital is tied up, he dies or in any other way loses his asset management, is dissolved, stops his business, all sums payable to DUPP are immediately claimable without any notice of default being required and DUPP are also entitled to dissolve the agreement, in which case the Client shall compensate for the damage suffered or to be suffered by DUPP as a result of this.

5.2 A monthly interest payment of 1% is due over every claimable sum from the day on which the sum falls due until the day on which payment is made in full. Part of a month counts as a full month.

5.3 All costs both in and out of court that DUPP have to make towards the Client to effect their rights are to be borne by the Client. The costs both in and out of court are fixed on the then valid declaration rate of the Netherlands Bar, including the collecting rates increased by out-of-pocket expenses.

5.4 If the Client consists of several persons they are jointly and severally liable to DUPP to observe all the obligations arising from the agreement in question.

Article 6: Liability

6.1 DUPP do not accept any liability with regard to the functioning and acting or failing of the candidates proposed by them, including any consequential damage in the Client’s business.

6.2 DUPP are liable for shortcomings in the execution of the assignment, insofar as these are the result of the non-observance by DUPP of the care, expertise and professional skill that can be expected when they give advice as part of the assignment in question. The liability for damage caused by the shortcomings is limited to twice the sum of the fee that DUPP received for their work in the scope of that assignment.

6.3 Any claims by the Client in the sense as here stated must be submitted within one year after discovery of the damage, in default of which the Client forfeits his rights.

Article 7: Applicable law

7.1 All negotiations, agreements and other legal relationships between the Client and DUPP are governed by the law of the Netherlands.

Article 8: Disputes

8.1. All disputes which might arise between DUPP and the Client will exclusively be referred to the competent court in Arnhem.