All contingent permanent and fixed term recruitment business of Strategic People Ltd (“Strategic”), including advertising fees and retained recruitment projects is conducted upon the terms detailed below and overleaf.

Strategic is committed to maintaining a high level of service. However, because Introductions are dependent upon the accuracy of information outside Strategic’s control and as any decision to engage a Candidate is entirely a matter for a Client, Strategic cannot accept liability for any Losses incurred by Clients as a result of Engagements. Strategic expects Clients to act promptly, reasonably and in good faith (including not applying any discriminatory standards or practices) when deciding whether it wishes to Engage a Candidate.

COMMERCIAL TERMS

Fee Rates

Upon the Engagement of a Candidate, Strategic shall charge the following Fees calculated as a percentage of the Candidate’s Remuneration Package (which, for the avoidance of doubt, shall include all benefits and allowances in addition to basic salary):

Rebate Terms

A free replacement will be provided by Strategic in the event the Client provides Strategic exclusivity for a period of one month in respect of that replacement. In the event Strategic is unable to provide a suitable replacement within this timeframe, the following rebate terms shall apply. No rebates shall be payable in respect of the replacement. Rebates relate to permanent Engagements only. A rebate of 1/10th of the Fee will be repaid for each complete week not worked within the first 10 weeks. Any Rebate is conditional upon:

(a) The Fee and any other invoiced sum having been paid within 7 days from the date of invoice; and
(b) The Client’s notifying Strategic in writing within 7 days of the termination and the reason for it; and
(c) The Candidate’s not being re-engaged in any capacity by the Client or any parent, subsidiary or associated company of the Client within 26 weeks of the termination, in which case any rebate provided by Strategic shall be repaid promptly.
(d) That the termination is not due to redundancy.

Fixed Term Contracts

In the event of a Candidate being Engaged by the Client on a Fixed Term Contract (“FTC”) basis, a Fee shall be chargeable. The above fee structure will apply however will be pro-rata to the number of months engaged.

In the event that the FTC is subsequently extended, another Fee will be applied in line with our fee structure however this shall always be capped at a total equivalent to the appropriate Fee Percentage of one year’s Remuneration Package.

Retained Recruitment Projects

Strategic and the Client may agree special commercial terms in relation to retained recruitment projects that are carried out on an exclusive basis. In respect of such projects, the agreed Fee shall be chargeable as follows:

RETAINED ASSIGNMENT: Fees for this service are based on the Remuneration Package as described in definitions below and is calculated as stated below.

• 33% of target Remuneration Package payable on agreed acceptance of the Assignment
• 33% on presentation of shortlisted Candidates
• Balance on commencement of Engagement of the Candidate and final agreed Remuneration.

1. Definitions

1. In these terms:

a) “Candidate” means anyone who is referred or about whom information is supplied to a Client. It includes someone who may have been known or referred to that Client before Instructions are given, or the Introduction is made.

b) “Client” means the person or persons to whom an Introduction is made. It includes anyone who asks Strategic for an Introduction, gives Instructions or interviews a Candidate on behalf of a Client.

c) “Engages” or “Engagement” means any contract under which (directly or indirectly) the Candidate of Strategic agrees to provide services to or for the Client or at the Client’s direction.

d) “Fee(s)” means a sum equivalent to a percentage of the Remuneration Package, calculated at the rates set out above. It includes any additional fees that may have to be charged under Clauses 6(b)(2) and 6(b)(4). The Fee is exclusive of any VAT, which must be paid by the Client at the prevailing rate.

e) “Instructions” means information about the Engagement, the Remuneration Package or the Client’s requirements concerning a Candidate’s qualifications or experience.

f) “Introduction” means the referral of a Candidate or the provision of any information about a Candidate to the Client by Strategic or any associate, subsidiary or agent of Strategic.

g) “Losses” means any kind of loss, cost, expense, charge, damage, liability or claim whatsoever other than liability for death or personal injury caused by negligence.

h) “Remuneration Package” means without limitation, all salary, payments and any other taxable emoluments payable to or receivable by the Candidate for services provided to or on behalf of the Client, including, but not limited to, the provision of a company motor car which is calculated at €7,000 Euro salary equivalent, or car allowance.

i) “Strategic” means the employment agency as defined by Kamer van Koophandel (KvK),the Dutch Chamber of Commerce (KVK number: 75915383).

j) “Data Protection Legislation (GDPR)” means the European Union’s General Data Protection Regulation (2016/679), the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2003/2426) and all applicable laws and regulations relating to the Processing of Personal Data and privacy as amended, re-enacted, replaced or superseded from time to time, including where applicable the guidance and codes of practice issued by the United Kingdom’s Information Commissioner.

k) “Data Subject”, “Personal Data”, “controller”, “processor” has the meaning given to that term in the Data Protection Laws and refers to a Candidate that is submitted by Strategic to a Client for the purpose of providing the recruitment services.

2. Precedence of Terms

a) All Instructions are accepted, and every Introduction is made subject to these terms. An Introduction is made when a referral or any information about the Candidate arrives at the Client’s office or is communicated to the Client Intermediary, whichever is the earlier event.

b) Giving Instructions, arranging an interview with or requesting further information about or from the Candidate, represents deemed acceptance of and agreement to these terms by the Client.

c) These terms prevail over any other terms or conditions which may conflict with their provisions or, but for this term, may have been incorporated into any agreement between Strategic and the Client.

3. Introductions

a) An Introduction, and any information about a Candidate, is provided to the Client in strict confidence and for the purpose of considering whether it wishes to engage that Candidate. The Client must not disclose an Introduction or any information about a Candidate to anyone else. In particular, the Client must not approach a Candidate’s current employer until the Client has made an offer of Engagement to that Candidate and has the Candidate’s permission to do so.

b) The Client must inform Strategic within 48 hours of an Introduction being made if a Candidate is already known to be directly on the Client’s system or has been previously Introduced to the Client by someone other than Strategic.

c) The Client must not re-introduce a Candidate to anyone else. If, within 6 months of the Introduction it does so, and this leads to a contract equivalent to an Engagement with someone other than the Client, the Client must pay the Fee as if there had been an Engagement under these terms, unless that other person pays Strategic a sum equivalent to the Fee.

4. Liability

a) Strategic will use due skill and care in locating and introducing suitable Candidates. Strategic will take reasonable steps to, (i) ensure that it would not be detrimental to the interests or the Client for the Candidate to work in the position; (ii) ensure both the Candidate and the Client are aware of requirements imposed by law or professional bodies; (iii) confirm the Candidate is willing to work in the position. Beyond that, no other term or condition is to be implied concerning Strategic’s services. In particular, Strategic does not warrant or make any representations about the suitability of, or the accuracy of any information concerning, a Candidate (as this information comes from the Candidate or other sources outside Strategic’s control) and none is to be implied from anything Strategic may undertake or provide.

b) Any decision to proceed with an Introduction, enter into an Engagement or incur any expense is a matter for the Client. The Client agrees that the responsibility for assessing and ensuring a Candidate’s suitability for an Engagement, including taking up or confirming references, educational background, medical history, or obtaining any work and other permits and assessing or confirming qualifications, remains with the Client at all times. The Client is strongly advised by Strategic to, and agrees to, take any of the steps referred to before offering or entering into an Engagement.

c) Strategic shall not be liable, on any basis, for any Losses arising from, caused by or connected with Strategic’s taking the Client’s Instructions, the Introduction, the acts or omissions of a Candidate or an Engagement, even if a Candidate acts or has acted negligently, dishonestly or fraudulently.

d) However, if, despite the previous provision, a Court determines that, for any reason and on any basis, Strategic is liable to the Client for any Losses, its aggregate liability shall be limited to the amount of the Fee paid or payable by the Client.

e) Under no circumstances shall Strategic have any liability whatsoever to the Client for loss of profit, revenue, anticipated savings or bargain, loss or corruption of data or software or for any indirect, special or consequential losses.

5. Client Responsibilities

a) The Client agrees:

1. To act promptly, reasonably and in good faith (including not applying any discriminatory standards or practices) when deciding whether it wishes to Engage a Candidate.

2. To indemnify Strategic against any Losses it incurs as a result of the Client’s breach of 5(a)(1) above or the negligence or other wrongful act, omission or statement of the Client.

3. To meet the costs of psychometric assessment tests or services where applicable.

6. Payment of Fees

a) The Fee(s) becomes payable by the Client if a Candidate accepts an offer of Engagement at any time within 12 months of the Introduction being made. The fee will be calculated in accordance with the agreed rates or the minimum fee payable of €8,000, whichever is the greater. However, a Fee is not payable if a Candidate accepts an offer but fails to commence the Engagement through no fault of the Client. If after an offer of Engagement has been made, the Client decides to withdraw it for any reason, the Client shall be liable to pay the above Fees.

b) The Client must:

1. Notify Strategic immediately a Candidate is offered an Engagement and provide full details of the remuneration package (and copies of any relevant contract and other documents if Strategic so requests) and when a commencement date for the Engagement is agreed.

2. Update Strategic immediately if there is any change in the offered or agreed Remuneration Package or the commencement date. Strategic reserves the right to adjust the Fee or require the payment of an additional fee if there is a change.

3. Pay the Fee without deduction or set off within the agreed payment terms from the commencement of the Engagement (the “Payment Date”) or, if for any reason an invoice is issued later than the Payment Date, within the agreed payment terms from the date of that invoice.

4. Provide Strategic with full details of the Remuneration Package actually received by or paid to the benefit of the Candidate for the first year of his or her Engagement (and copies of any relevant contract and other documents if Strategic so requests).

c) If the Fee or any other invoiced sum is not paid within the agreed payment terms and in full, then interest shall be paid on any outstanding balance, at the rate of 4% above the European Central Banks prevailing base lending rate, the interest accruing daily from the due date until payment (whether before or after judgment) and, while any part of the balance or interest remains outstanding.

7. Advertising Booking Fees

Where the Client requests Strategic to place advertisements in the media for permanent recruitment opportunities, Strategic shall undertake to follow the Client’s instructions strictly on the following basis:

a) Once a booking has been placed, Strategic shall immediately invoice the Client for all costs associated with the actual publication of the advertisement(s) in the media (the “Publication Costs”).

b) The Publication Costs shall be payable by the Client upon presentation of Strategic’s invoice. The Client understands and accepts that Strategic is unable to guarantee the media space required for the advertisement(s) until payment of the Publication Costs has been made by the Client. Any cancellation costs levied by the media shall be met by the Client.

c) The Client shall also be billed for all costs associated with the design and production of the advertisement, including advertising agency fees (the “Production Fees”). Invoices for Production Fees shall be payable by the Client upon receipt of Strategic’s invoice. Failure to pay by such date will incur the provisions of 6(c) of this agreement.

d) All direct and indirect costs associated with any advertising placed by Strategic on behalf of the Client at the Client’s request will be paid for by the Client whether or not a Candidate is engaged.

8. Data Protection (GDPR)

a) The Data Protection obligations are in addition to, and do not relieve, remove or replace, the Client’s obligations under the Data Protection Legislation.

b) The parties acknowledge that for the purposes of the Data Protection Legislation, Strategic People is the Data Controller and the Client is the Data Processor.

c) The Client shall, in relation to any Personal Data processed in connection with the performance by the Client of its obligations under the Agreement:

• (i) process that Personal Data only on the written instructions of Strategic or having obtained written consent from the Data Subject directly, unless required to do otherwise by applicable law. In which event, the Client shall inform Strategic of such legal requirement before Processing the Personal Data other than in accordance with Strategic’s documented instructions, unless that same law prohibits the Client from doing so on important grounds of public interest;
• (ii) shall ensure that any natural person acting under the authority of the Client who has access to the Personal Data does not process it except on the instructions of Strategic or permission from the Data Subject, unless required to do otherwise under applicable law;
• (iii) ensure that it has in place industry leading security of the Personal Data, including protection against unauthorised or unlawful Processing and against accidental loss, destruction or damage to Personal Data and implement industry leading technical and organisational measures, to ensure a level of security appropriate to the risk of harm that might result from, unauthorised or unlawful Processing, accidental or unlawful loss, destruction or alteration, unauthorised (or disclosure of) access or damage to Personal Data taking into account:
• i) the nature, scope, context and purposes of the Processing of the personal data to be protected,
• ii) the state of the art in technological developments in information security; and
• iii) the cost of implementing any measures; and
• iv) shall include, as a minimum, encrypting the Personal Data, ensuring confidentiality, integrity, availability and resilience of systems and services, ensuring that availability of and access to the Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it;
• (iv) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential;
• (v) immediately inform Strategic if it considers that any of Strategic’s instructions infringe the Data Protection Legislation;
• (vi) not transfer any Personal Data outside of the European Economic Area or any other territory in which the European Commission has decided that the third country ensures an adequate level of protection. In which case, the Client shall comply with any safeguards put in place by Strategic to protect the Personal Data. The Client shall also ensure that enforceable data subject rights and effective legal remedies for data subjects are available;
• (vii) notify Strategic without undue delay on becoming aware of a Personal Data breach, which shall include without limitation if any Personal Data is lost, stolen, destroyed, damaged or corrupted or where there is an unauthorised or accidental disclosure of such Personal Data;
• (viii) notify Strategic immediately if it receives any complaint, notice or communication that relates to the Processing of the Personal Data (including without limitation any Data Subject requests) and/or to either party’s compliance with the Data Protection Legislation;
• (ix) at the written direction of Strategic and automatically on the termination of the Agreement, delete or return Personal Data and copies thereof to Strategic unless required by applicable law to store the Personal Data provided always that if the Client continues to employ the permanent candidate or engage contractors whose assignments have continued following the termination of the Agreement to which the Data relates, then such Personal Data may be retained for each such Data Subject until such assignment has been completed;
• (x) maintain complete and accurate records and information to demonstrate its compliance with this clause and make available such records and any other information necessary to demonstrate compliance with its obligations as a Data Processor under the Data Protection Legislation, and allow for and contribute to audits by Strategic or data supervisory authority on reasonable notice; and
• (xi) assist and co-operate with Strategic as necessary and reasonable, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators. The Client shall be solely responsible for its own costs in complying with this provision.

d) Strategic does not consent to the Client appointing any third-party processor of Personal Data under the Agreement.

e) The Client shall indemnify Strategic against all loss, liability, damages, costs, third party claims, fees and reasonable incurred expenses which Strategic may incur or suffer by reason of any breach of Clause 8 or the Data Protection Legislation by the Client save where the Client is acting at the direct instruction of Strategic. This indemnity shall only apply to the extent that such losses, liability, damages, costs, claims, fees and expenses are not materially contributed to by Strategic. This indemnity and the provisions in this clause shall not be subject to any limitations of liability set out in the Agreement or otherwise but shall subject to any contractual control of defence provisions in relation to third party claims.

10. Law and Jurisdiction

All disputes arising in connection with the Agreement, or further resulting agreements, including disputes with regard to the existence, the applicability and/or the termination thereof, will be brought before and maintained exclusively in the District Court of Amsterdam (Rechtbank Amsterdam), the Netherlands, or at the discretion in the choice of The Company– solely in disputes which The Company brings before court against the Client- at the competent court in the country of the place of office and/or the parent company of the Client.

9. General

a) This is the entire agreement between the parties. The agreement may not be cancelled, and these terms may not be varied or their application or any breach of them waived other than by a document signed by a director, divisional/regional manager or legal representative of Strategic. No-one else acting for Strategic has authority to agree to any variation or waiver.

b) If a specific fee or payment arrangement has been made between Strategic and the Client, which includes a variation of any of these terms and the Client breaches any term of that arrangement, then all of these terms shall be substituted for and form part of that arrangement with immediate effect.

c) In addition to and without prejudicing any of its other remedies, Strategic may terminate the agreement between the parties with immediate effect if the Client breaches any of its terms or (in Strategic’s view) materially alters the Instructions.

d) If the agreement is cancelled or terminated because of a material alteration to the Instructions, the Client agrees to indemnify Strategic against Losses incurred by it to that date or resulting from the cancellation or termination.

e) Strategic shall not incur any liability to the Client for any Losses if the performance of Strategic’s obligations is prevented or delayed by the acts or omissions of others or other events, which are beyond its reasonable control.

f) If any of these terms (or part thereof) is judged to be invalid or unenforceable for any reason, then the offending words shall be severed from the agreement or amended so as to ensure that the original spirit and intent of the term is made valid as far as possible. In the event that any term is severed for any reason, all other terms and conditions shall continue in full force and effect.

g) Both parties agree not to approach or induce with offers of employment, directly or indirectly, any of the other party’s employees that it has had direct contact with under this agreement, without the prior written agreement of the other party. In the event that the Client employs or engages an employee of Strategic, then a Fee calculated upon that person’s Remuneration Package at the rates shown above, or €12,500 Euro (whichever is the greater), shall become immediately payable to Strategic by the Client.