• Applicability

• These Terms and Conditions apply to all current and future offers and agreements in connectionwith the provision of Services (of whatever nature) by GeniusMinds.
• Deviations from and amendments to the Terms and can only be agreed upon in writing.
• Applicability of any terms and conditions of Client is explicitly excluded.

• Definitions

• In these Terms and Conditions, the following terms have the following definitions:
• ❖ Affiliate: In relation to any person or entity, a party that is affiliated in a group with Client(as referred to in Section 2:24b of the Dutch Civil Code) or a party who is a subsidiary ofthe other (as referred to in Section 2:24a of the Dutch Civil Code).
• ❖ Agreement: The agreement entered into or to be entered into by and between Client andGeniusMinds in respect of the Services.
• ❖ Candidate: Every natural person (m/f) who is introduced to Client as a result ofGeniusMinds' efforts.
• ❖ Client: Any natural person or legal entity that request GeniusMinds for an offer, receivesan offer from GeniusMinds or enters into an agreement with GeniusMinds
• ❖ Content: All data and information in a recruitment marketing campaign, such as but notlimited to job descriptions, metadata regarding a recruitment marketing campaign (such aswork location, salary, whether it concerns a full-time or a part-time position), brandguidelines, logos, and/or banners.
• ❖ Employment Agreement:Any agreement between a Candidate and Client or third party toperform activities for or on behalf of Client (as an employee, self-employed person (with orwithout personnel) or in any other capacity, for a definite, specifiable or indefinite period oftime.
• ❖ GeniusMinds: Genius Innovation Block B.V. a company incorporated under the laws of theNetherlands, with Its offices at IJburglaan 291, 1091ZJ in Amsterdam and registered in thetrade register of the Dutch Chamber of Commerce under number 72728582.
• ❖ Introduction: The verbal and/or written provision of any information concerning a potentialCandidate.
• ❖ Commission: The fee that GeniusMinds charges Client and which is payable by Client toGeniusMinds for the provision of services.
• ❖ Longlist: By GeniusMinds selected Candidate summery and if agreed matched againstgiven persona’s candidates.
• ❖ Service(s): Any service(s) to be provided by GeniusMinds either directly or indirectly (forexample through a website, platform, (third party) software or otherwise) such as but notlimited to software and website development, software licencing, software as a service(SaaS), maintenance and support, secondment, and advice and consultancy relating tosuch services. This definition also includes the provision of and making available ofsoftware and software licenses to Client by GeniusMinds or by third parties.
• ❖ Terms and Conditions:These general terms and conditions used by GeniusMinds

• Offers

• All offers made by GeniusMinds are non-binding (vrijblijvend) and subject to contract.
• Client Is responsible for and warrants that data and information provided by it, is complete,accurate and correct.

• Performance of Services

• GeniusMinds will perform the Services with care to the best of its ability, where applicable inaccordance with the Services Agreement and procedures agreed in writing with Client, as thecase may be.
• GeniusMinds will perform the Services on the basis of an obligation to use best endeavours(inspanningsverbintenis).
• GeniusMinds is not obliged to comply with any of Client's instructions unless otherwise agreedupon In the Service Agreement.
• All costs and disbursements made by GeniusMinds in relation with the provision of its services,are for the account of Client.

• Commission & Payment

• Client and GeniusMinds will agree upon the Commission payable to GeniusMinds in the ServiceAgreement.
• Client Is obliged to reimburse GeniusMinds for costs incurred by the performance of the serviceAgreement.
• All Commissions payable to GeniusMinds are exclusive of VAT (omzetbelasting) and must bepaid in Euros.
• GeniusMinds' Commissions are due and payable (opeisbaar) within 30 days after the date ofthe concerning invoice.
• Client Is not entitled to set off (verrekenen) or suspend (opschorten) payments.
• In case Client does not or not timely pay the due Commissions to GeniusMinds, Client is obligedto pay the statutory interest (wettelijke handelsrente) over and in addition to the amount due.

• Term & Termination

• Unless otherwise agreed in the Service Agreement, the Service Agreement Is entered into foran indefinite period of time.
• Unless otherwise agreed in the Service Agreement, the Service Agreement can be immediatelyterminated by GeniusMinds.
• Unless otherwise agreed in the Service Agreement, the Service Agreement can be terminatedby Client, provided that at least 6 months written notice is given.

• Development Services

• This clause applies in case GeniusMinds provides Services to Client relating to development ofsoftware, website(s) or SaaS.
• If specifications or a design of the software or website to be developed have not already beenprovided prior to the entering into the Agreement, GeniusMinds will specify the software,website or SaaS to be developed and the way the development is to be carried out.
• GeniusMinds may require that Client agrees to the specifications or design in writing prior tocommencement of the Services.
• Client will enable GeniusMinds to work on Its location(s) and premises outside office hours.
• Software, website or SaaS development Services do not entail maintenance and support of theconcerning software and/or website.

• Software

• This clause applies in case the Services entails the provision of and making available ofsoftware and/or software licenses to Client by GeniusMinds or by third parties. Client will not bethe owner of the software or any Intellectual property rights in relation thereto.
• GeniusMinds will make the agreed software available to Client for use for the duration of theService Agreement on the basis of a licence for use. GeniusMinds and Client acknowledge thatthe Agreement does not constitute a purchase agreement and is never deemed to be apurchase agreement, even in case the software is specifically developed for Client at Client'scosts.
• The software licence is non-exclusive and may not be transferred, pledged or sublicensed. Thesoftware and software licence may only be used by Client and for Client's own purposes only.
• GeniusMinds is only obliged to make available the object code of the software, not the sourcecode. The software license also applies only to the object code.
• GeniusMinds Is not obliged to maintain the software or to provide support in relation to thesoftware.
• GeniusMinds will deliver the software on a data carrier.
• GeniusMinds will only install the software if and to the extent agreed upon with Client.
• Client will accept the software in the state that it is in when delivered or, as the case may be,installed in the state that it is when installed by GeniusMinds, with all visible and invisible errorsand defects.
• Client is not allowed to change or amend the software.
• If GeniusMinds makes third-party software available to Client, the licence terms of the thirdparties concerned shall apply in the relationship between the GeniusMinds and Client withrespect to the software and software licence(s) instead of the provisions of these Terms andConditions that differ from those licence terms, provided that the applicability of the licenceterms of the third party concerned was reported to Client by GeniusMinds supplier in writing. If,as the case may be, the terms of third parties referred to above are deemed not to apply or aredeclared inapplicable in the relationship between Client and the GeniusMinds, the provisions ofthese Terms and Conditions apply in full.

• Software as a Service

• This clause applies in case GeniusMinds provides Services to Client relating to software orSoftware as a Service (SaaS).
• GeniusMinds only provides SaaS on the instructions of Client. Client may not allow third partiesto make use of the SaaS provided by GeniusMinds.
• If GeniusMinds performs work or services relating to the data of Client, its employees or userspursuant to a request or order of a government agency or in connection with a legal obligation,all costs associated with this work or services will be charged to Client.
• GeniusMinds is allowed to change the content or scope of the SaaS. If such changes result in achange of Client's current procedures, GeniusMinds will inform Client about the matter as soonas reasonably possible and the costs of this change will be borne by Client.
• GeniusMinds may continue to provide SaaS using a new or modified version of the concerningsoftware. GeniusMinds is not obliged to maintain, modify or add certain features orfunctionalities of the SaaS, unless otherwise agreed upon in the Service Agreement.
• GeniusMinds Is allowed to may temporarily put all or part of the SaaS out of operation forpreventive, corrective or adaptive maintenance or other forms of service.
• GeniusMinds is not obliged to provide a physical carrier to Client that contains software.
• GeniusMinds does not guarantee that the software made available and held in the context of theSaaS is free of errors and functions without interruption.
• GeniusMinds does not guarantee that defects in software (that it has or has not developed itself)will be fixed. GeniusMinds is entitled but not obliged to install temporary solutions, programbypasses or problem-avoiding limitations in the software. If the software was developed on theinstructions of Client, GeniusMinds may charge for the costs of fixing to Client in accordancewith GeniusMinds usual rates.

• Maintenance & Support

• This clause applies in case GeniusMinds provides Services to Client relating to maintenanceand support of software and ICT systems.
• If GeniusMinds provides Services online, Client will timely ensure that proper ¡infrastructure andnetwork facilities are in place.
• Client will immediately report errors discovered in the software in detail. Following receipt of thereport, GeniusMinds will strive to the best of its ability to fix errors and/or implementimprovements in later, new versions of the software in accordance with its usual procedures.Depending on the urgency and GeniusMinds version and release policy. the results shall bemade available to Client in a manner and within a term determined by GeniusMinds.GeniusMinds is allowed to install temporary solutions, program bypasses or problem-avoidinglimitations in the software. Client itself install, organise, parameterise and tune the correctedsoftware or the new version of the software made available, and, if necessary, modify theequipment and operating environment used.
• Client will provide all cooperation required by GeniusMinds, including temporarily ceasing use ofthe software and making a backup of all data.
• If the maintenance and support work relates to software that was not supplied to the customerby the supplier, the customer, if GeniusMinds believes this ¡s necessary or desirable for themaintenance work, shall make the source code and the technical (development) documentationof the software, including data models, designs, change logs and the like, available. Clientguarantees that it is entitled to make the aforementioned items available. Client grantsGeniusMinds the right to use and change the software, including the source code and technical(development) documentation.
• The work performed by GeniusMinds does not affect Client’s own responsibility for managingthe software, including checking the settings and the way in which the results arising fromoperating the software are used. Client will itself install, organise, parameterise and tune thesoftware and support software required and, if necessary, modify the equipment, other softwareand support software and operating environment used in this regard, and effect theinteroperability that it desires.
• If it has been agreed that maintenance includes making new versions of the software available,they shall be made available at GeniusMinds’ discretion. Three months after an improvedversion has been made available, GeniusMinds is no longer be obliged to fix errors in theprevious version and to provide support and/or perform maintenance work with respect to aprevious version.
• If the services provided by GeniusMinds include the provision of standby services, theGeniusMinds ensures that one or more staff members are available on the days and during thetimes specified in the Agreement. Client will in this case be entitled in the event of urgency tocall in the support of staff members on standby if there ¡s a serious malfunction in the operationof the software. GeniusMinds does not guarantee that all malfunctions will be repaired speedily.
• The maintenance and other agreed services as referred to in this chapter shall be performed asfrom the date on which the Agreement is concluded, unless the parties have agreed otherwisein writing.

• Secondment

• This clause applies in case GeniusMinds provides Services to Client relating to secondment(detachering) of personnel.
• During the term of the secondment, as well as 18 months after the termination of thesecondment, Client Is not entitled to conclude any type of contract or agreement with theconcerning secondee pursuant to which the concerning secondee pursuant to which theconcerning secondee will work for Client or for any of its Affiliates or render any services toClient or any of its Affiliates.
• When the prohibition in the aforementioned clause Is being breached by Client, Client must payan immediately due and payable penalty of EUR 35.000 to GeniusMinds.
• Client will ensure that the secondee is provided with sufficient working space, ICT Infrastructureand other facilities needed to perform its work.
• Expenses Incurred by the secondee are for Client's account and will be paid by Client withinultimately two weeks after the concerning receipts are provided by the secondee to the Client.
• Client acknowledges that the secondee accrues holiday entitlements.
• Client acknowledges the secondee's rights pursuant to the Dutch Work and Care Act (WetArbeid en Zorg) and pursuant to other applicable rules and regulations.
• If the secondee is not available to Client for whatever (legitimate or illegitimate) reason,GeniusMinds is not liable or responsible for the damages or other consequences.
• GeniusMinds is always entitled to replace the secondee on its own discretion.

• Recruitment

• This clause applies in case GeniusMinds provides Services to Client relating to recruitment(werving en selectie) of personnel.
• If a Candidate introduced by GeniusMinds is (i) not hired by Client or if he rejects theEmployment Agreement offered by Client, and (ii) such Candidate is subsequently offered anEmployment Agreement Client within a period of 18 months following the date of the firstIntroduction of the Candidate to Client, then Client will pay the agreed Commission toGeniusMinds.
• If (i) Client introduces a Candidate selected for him by GeniusMinds to an other person orcompany, and (ii) such Candidate is offered an Employment Agreement by (or collaborateswith) said person or said company within a period of 18 months following the date of the firstIntroduction of the Candidate to Client, then Client will pay the agreed Commission toGeniusMinds.
• If Client decides to recruit or to collaborate with more than one of the Candidates Introduced byGeniusMinds then the Client must pay GeniusMinds Commission for each of the Candidatesthus hired.
• The Client will inform GeniusMinds immediately of the decision to hire any Candidate(s)Introduced by GeniusMinds and of the conditions of the concerning contract with the Candidate.
• The Candidate's transportation and other expenses incurred while going to an interview withClient are for Client's account.
• Client is responsible for all medical examinations and for all steps necessary in obtaining workpermits or authorizations for the Candidate. Client also ensures that it is in perfect accordancewith all applicable employment legislation and other rules and regulations.
• GeniusMinds will use its best efforts to ensure the aptitude of the Candidates introduced toClient and to maintain a high quality of service and integrity, but it does not guaranteeexpressively or implicitly the aptitude of the Candidates introduced to Client.
• To the extent permitted under applicable law, GeniusMinds is not liable to Client for anydamage, loss, expenses, disputes or spending suffered or incurred by Client in connection withthe recruiting or hiring of Candidates by Client.

• Confidentiality

• Client and GeniusMinds ensure that that all data and Information received from the other partythat the receiving party knows or should reasonably know is confidential, is kept secret.Information shall in any case be deemed to information shall in any case be deemed to beconfidential if it has been qualified as such by one of the parties.
• The aforementioned confidentiality obligation does not apply in case (i) a party is required toprovide the data or information concerned to a third party in accordance with a court decision orstatutory requirement, or (ii) if required for the proper performance of the Service Agreement.

• Liability

• GeniusMinds will not be liable for damages unless it is caused as a result of deliberate intent orrecklessness on the part of GeniusMinds (or its management).
• To the extent that liability cannot be excluded under Dutch law, any and all liability ofGeniusMinds is limited to the amount paid, if any, under Its applicable insurance policies in thematter concerned. If the liability is not covered by GeniusMinds' insurance policies, then theliability will be limited to the maximum of the amount of commission which GeniusMinds hasinvoiced in respect of the Service Agreement in the 6 months period preceding the incident thatcaused GeniusMinds to be liable, with a maximum of EUR 10.000.
• Not only GeniusMinds, but also all natural persons and legal entities, both persons that are inany way whatsoever connected to GeniusMinds (including but not limited to employees,partners and directors of GeniusMinds) as well as third parties who have been appointed withregard to the performance of the Service Agreement, can rely on these Terms and Conditions.
• Client fully indemnifies GeniusMinds for damages en costs as a result of amendments made tosoftware used by Client.

• Transfer of Rights

• Client is not allowed to sell, transfer or pledge its rights vis-a-vis GeniusMinds to a third party.This clause has property law effect (heeft goederenrechtelijke werking).
• GeniusMinds is allowed to sell, transfer or pledge its claims to payment of amounts owed to athird party.

• Data Protection

• Client will comply with its obligations with regard to personal data (as defined by the Regulation(EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protectionof natural persons with regard to the processing of personal data and on the free movement ofsuch data, and repealing Directive 95/46/EC) and any applicable laws relating to data protectionand privacy (the GDPR) in connection with its activities in connection with the Services and theAgreement.
• Client acknowledged that the GDPR or other applicable rules and legislation may prescribe thatIt will have to enter Into and consent to additional agreements or contracts with GeniusMinds. IfClient does not enter Into and consent to such additional agreements, GeniusMinds Is entitledto terminate the Agreement with immediate effect.

• Intellectual Property

• All intellectual property rights created pursuant to and in connection with the Agreement isowned by GeniusMinds. In case any such intellectual property rights would be, for whateverreason, owned by Client, Client will immediately and full cooperate to transfer such intellectualproperty rights to GeniusMinds and execute all (legal) acts to effectuate such transfer.
• If GeniusMinds envisages to undertake the transfer of any intellectual property right, such acommitment will only be undertaken expressly and in writing. If the parties agree in writing thatan intellectual property right concerning software, websites, data, equipment, files or any othermaterials specifically developed for Client will be transferred to Client, such transfer will takeplace without prejudice to GeniusMinds' right or option to use and/or operate, either for itself orfor third parties and without any restriction, the parts, general principles, ideas, designs,algorithms, documentation, works, programming languages, protocols, standards and the likeon which the developments referred to are based for other purposes. The transfer of anintellectual property right will likewise take place without prejudice to the GeniusMinds' right tocomplete developments, either for itself or for a third party, that are similar to or derived fromdevelopments that were or are being completed for Client.
• All intellectual property rights concerning software, websites, data, files, equipment and training,testing and examination materials, as well as other materials like analyses, designs,documentation, reports and offers, including preparatory materials in this regard, developed ormade available to Client under the Agreement are held exclusively by GeniusMinds, itslicensors or its suppliers. Client has the rights of use expressly granted under these Terms andConditions, the Agreement and the applicable rules and regulations. A right accorded to Clientis non-exclusive and may not be transferred, pledged or sublicensed.
• Client is not allowed to remove or change any indication concerning the confidential nature of orconcerning the copyrights, brands, trade names or any other intellectual property rightconcerning the software, websites, data, equipment, materials or files, or have any suchindication removed or changed.
• GeniusMinds may always take technical measures to protect equipment, data, files, websites,software made available, software to which Client is granted direct or indirect access, and thelike in connection with an agreed limitation in terms of the content or duration of the right of useof these items. Client may not remove or bypass such technical measures or have suchtechnical measures removed or bypassed.
• Client guarantees that making equipment, software, material intended for websites, data, filesand/or other materials and/or designs available to GeniusMinds for the purpose of use,maintenance, processing, installation or integration does not infringe any rights of third parties.Client fully indemnifies GeniusMinds against any claim of a third party based on the allegationthat such making available, use, maintenance, processing, installation or integration infringes aright of that third party.
• GeniusMinds is not obliged to perform data conversion unless doing so has been expresslyagreed in writing with Client.

• Various

• These Terms and Conditions together with the Agreement comprise the entire agreementbetween Client and GeniusMinds and supersede all previous agreements, verbal or written,entered into by parties and relating to the concerning subject matters.
• If a provision in these Terms and Conditions or the Agreement entails a breach of the law, isentirely or partially invalid, is unfeasible, or is proclaimed unfeasible, such provision will not beconsidered a part of these General Terms or the Agreement, without affecting the legality andfeasibility of the other provisions. Client and GeniusMinds will make every effort to immediatelydraw up and agree on a lawful replacement provision in consultation and in good faith, as thecase may be.
• GeniusMinds acts as a service provider and is not entitled to commit Client or a Candidate, asthe case may be.
• Client hereby acknowledges and consents to GeniusMinds making use of any of Client’s (trade)names and logos for marketing purposes.
• GeniusMinds is entitled to amend these General Terms and Conditions. An amendment willalsoapply to any Agreement(s) concluded prior to the time of the amendment. An amendmentwill not become effective before 14 (fourteen) days have passed since notice thereof to Client.In case of disputes arising from or relating to the Agreement of these Terms and Conditions,parties must first try to reach an out-of-court settlement, notwithstanding the right to takeprecautionary measures or obtain interim relief.

• Applicable law & Competent court

• The GeniusMinds General Terms and Conditions and every Agreement contract are governedby the laws of the Netherlands. The United Nations Convention on Contracts for theInternational Sale of Goods Is excluded form applicability.
• Any disputes arising from or in connection with the parties’ legal relationship to which theseGeniusMinds General Terms and Conditions apply will, exclusively and in first instance, be putbefore the competent court of Amsterdam.