Version of March 2026

INTRODUCTION

About SCM:
We are SCM Executives B.V. ('SCM'). We are specialised in executive search services for both permanent and temporary interim
positions, with a focus on board and senior management positions with logistical service providers, and production and trading
companies.

Information about these General Terms and Conditions:
The General Terms and Conditions of SCM consist of three parts:

Section 1: Introductory Provisions. This chapter contains the definitions mentioned in the general terms and conditions,
as well as the applicability of these conditions.

Section 2: General. This section contains the conditions which apply to any form of service provision by SCM.

Section 3: Recruitment & Selection. This section contains the conditions which specifically apply to the recruitment
and selection services of SCM for permanent positions.

Section 4: Interim Professionals. This section contains the conditions which specifically apply to the provision of Interim
Professionals by SCM for interim positions.

SECTION 1. INTRODUCTORY PROVISIONS

Article 1 Definitions
In these General Terms and Conditions, the following terms have the meanings stated:

SCM: SCM Executives B.V., listed in the business register under number 30204311 and/or legal
entities/people affiliated to it.

Any natural person or legal entity selected by SCM to fill a position with the Client as a(n)
Candidate: (potential) employee or Interim Professional. This can also include existing employees or Interim

Professionals of the Client.

Interim Professional: Any natural person or legal entity selected by SCM to perform work on behalf of SCM within the
organisation of the Client, or a third party designated by the Client.

Client: The legal entity/natural person with whom SCM concludes a recruitment contract or an IP
agreement.

A mediation contract on the grounds of which SCM performs work as an intermediary on behalf of
Recruitment contract: the Client in connection with a search assignment of the Client, with the aim being to help form an

employment contract.

IP Agreement: A professional services agreement on the grounds of which SCM, as contractor, provides one or
more Interim Professionals to the Client during a certain period of time.

An agreement formed through mediation by SCM between the Client and a Candidate, or the
Employment contract: Client and a third party, on the basis of which a Candidate wishes to perform work, as an

employee, for the Client or a third party.
Remuneration: The amount payable by the Client to SCM for the services provided by SCM.

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The total gross annual salary that a Candidate is going to, or would, earn when working for the
Gross annual income: Client on the basis of full-time employment, including all financial emoluments (being holiday pay

and the maximum bonus that the Candidate may receive per year).

Introduction agreement: An agreement on the grounds of which SCM informally introduces Candidates preselected by
SCM to the Client, without this being based on a search assignment issued by the Client.

Agreement: Any professional services agreement between SCM and the Client which relates to the provision
of services by SCM, including a recruitment contract, IP agreement, and introduction agreement.

Article 2 Applicability

2.1 These General Terms and Conditions are applicable to all (future) quotes, offers, agreements, and all (other) legal
relationships with SCM.

2.2 These General Terms and Conditions have been drawn up in the Dutch language and translated into various languages.
In the event of any difference in terms of content or purport, the Dutch text will take precedence and be binding.

2.3 If written agreements have been made with SCM which deviate from these General Terms and Conditions, those
deviating written agreements will take precedence insofar as they do not deviate from Article 2.4.

2.4 Any general terms and conditions of the Client are not applicable unless SCM explicitly declares them to be applicable
in writing.

2.5 SCM is authorised to amend these General Terms and Conditions. Such amendments will take effect on a date to be
announced by SCM.

2.6 Book 7, Article 417 of the Dutch Civil Code is not applicable.
2.7 If any provision in these General Terms and Conditions becomes invalid for whatever reason, SCM will always be entitled

to change the provision in question retroactively into a provision which is valid and approximates the purport of the
invalid provision.

SECTION 2. GENERAL PROVISIONS RELATING TO THE PROVISION OF
SERVICES BY SCM

Article 3 Formation of agreements

3.1 All SCM offers are non-binding for SCM. SCM is entitled to revoke its offer up until 5 working days after the Client has
confirmed the acceptance of the offer to SCM.

3.2 The fees and remunerations referred to by SCM are in euros, excluding VAT and other government levies or taxes.
3.3 The Client guarantees that all (legal) acts performed by an employee or representative on its behalf are valid and

binding on the Client.


Article 4 Execution of the agreement

4.1 SCM will execute the agreement as a responsible contractor on the basis of due care and attention. SCM will endeavour
to execute the services to the Client's satisfaction, without any guarantee regarding the result of the agreement.

4.2 The Client will execute the agreement as a responsible Client on the basis of due care and attention. The Client shall
provide SCM with all requested and relevant information on time. SCM can have confidence that this information is
correct and complete. The Client understands that this is essential for the execution of the agreement.

4.3 All deadlines referred to by SCM are indications, unless SCM explicitly states that it concerns a fixed term.
4.4 The Client gives SCM permission to use the trade names and Client's logos/brand while executing the agreement. SCM

will not have to pay for this.

Article 5 Fee
5.1 The Client will owe a fee to SCM for the execution of the agreement. The amount and calculation of the fee depends on

the type of service provided.
5.2 SCM is allowed to change the amount of the fee unilaterally if there is good reason to do so. A good reason can be a

legal change to wages (whether on the basis of the applicable CLA or otherwise), materials, or taxes which (may) affect
the costs which SCM incurs when executing the agreement.

Article 6 Invoicing and payment

6.1 Payments by the Client must be made within fourteen (14) days after the dispatch date referred to on the invoice. This is
a deadline to be observed on penalty of forfeiture of rights. If this deadline is missed, the Client will be legally in default.
The exception to this rule is for interim management services, for which a payment term of fourteen (14) days applies, as
further detailed in Article 23.

6.2 The Client may never set off or suspend its payment obligation to SCM.
6.3 If the deadline referred to in paragraph 1 is missed, the Client will owe 8% interest on an annual basis per day on the

outstanding amount.

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6.4 If the deadline referred to in paragraph 1 is missed, the Client will be obliged to reimburse to SCM all extrajudicial costs
related to the collection of the amount due. These costs are set at 15% of the Client sum, unless SCM can demonstrate
that the actual costs are higher.

Article 7 Exclusivity
7.1 SCM provides its services on an exclusive basis unless SCM and the Client agree otherwise in writing. This also implies

that the Client is not allowed to recruit Candidates independently. If people outside of SCM approach the Client, the
Client will immediately inform SCM in writing about these people. These people will be regarded as Candidates.

7.2 If the Client does not comply with this exclusivity arrangement, the Client will have to pay SCM a penalty of €15,000 per
assignment issued, without prejudice to SCM's right to full compensation.

Article 8 Confidentiality and intellectual property rights

8.1 The parties will handle all confidential data which they have received from each other with care before, during, and after
the agreement. Neither the Client nor SCM will disclose confidential information from the other party to third parties
unless this is essential within the framework of the agreement.

8.2 All intellectual property rights which are owned by a party before the start of the agreement will continue to be owned
by the party in question. None of the parties is authorised, without permission from the other party, to use the other
party's intellectual property rights other than for the performance of the agreement.

Article 9 Liability and indemnity

9.1 SCM is not liable for any loss or damage (however referred to), irrespective of the way in which they occur, unless the
loss or damage came about due to intent or deliberate recklessness on the part of SCM, its board, or managers
belonging to its corporate management team.

9.2 The Client is and continues to be responsible for its decision to conclude an employment contract and for checking the
details issued by a Candidate.

9.3 SCM is never liable for loss or damage (however referred to) which is caused by a Candidate, employee, or Interim
Professional.

9.4 In particular, SCM is not liable for indirect and consequential loss or damage (in the widest sense of the word), including
but not limited to loss of profit and turnover, goodwill, and immaterial loss or damage.

9.5 If the stipulations in the previous paragraphs are not applicable and SCM is consequently liable for loss or damage, said
liability of SCM will always be limited to direct loss or damage to goods or people and will never cover any operational
loss or damage or other indirect or consequential loss or damage.

9.6 Without prejudice to any of the above, SCM's liability will never exceed the amount that SCM has invoiced (excluding
VAT) within the framework of executing the recruitment contract and/or the IP agreement in the three (3) months prior
to the event that caused the loss or damage and up to a maximum of €30,000.

9.7 Without prejudice to any of the above, SCM's liability will never exceed the amount that is covered by a liability
insurance taken out by SCM, and which is actually paid out in the case in question.

Article 10 Non-poaching clause

10.1 Without SCM's written permission the Client – and companies affiliated to the Client – are not permitted to do the
following:
10.1.1 Enter directly or indirectly into an employment relationship, partnership, or contractual relationship – of any

nature – with a Candidate. This prohibition is applicable for a period of twelve (12) months after:
10.1.1.1 SCM has introduced the Candidate to the Client;
10.1.1.2 SCM has sent the Client information about the Candidate;
10.1.1.3 the Candidate has rejected the offer by the Client to enter into an employment relationship, partnership,

or contractual relationship – of any nature;
10.1.1.4 the Client has rejected the Candidate.

10.1.2 Forward information about a Candidate which the Client has obtained from SCM to third parties or introduce a
Candidate to a third party.

10.1.3 Approach SCM employees to perform work for a party other than SCM or the Client, or to perform work for the
Client without SCM knowing. This prohibition is applicable for the term of the agreement and for a period of
twelve (12) months thereafter.

10.2 SCM is allowed to refuse permission or attach conditions to its permission, such as stipulating that the principle must pay
a fee.

10.3 In the event of a violation of a provision in this Article, the Client must pay compensation to SCM. This compensation
amounts to twenty-seven and a half percent percent (27.5%) of the total Gross annual income ultimately agreed in the
Employment contract of the relevant Candidate, with a minimum applying of twenty thousand euros (€20,000).

Article 11 Personal details

11.1 The terms written with a capital letter in this Article have the meaning assigned to them in the applicable data protection
legislation, in particular the GDPR.

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11.2 When Processing Personal Data within the framework of the agreement, the parties will comply with the applicable data
protection legislation, in particular the GDPR.

11.3 If SCM Processes Personal Data in the execution of its Services, SCM will be regarded as the Controller for it. The Client
is also the (independent) Controller for the (Processing of the) Personal Data which SCM issues to the Client within the
framework of the agreement. Therefore parties do not need to enter into a data processing agreement for the
Processing of the
Personal Data.

11.4 SCM will only issue Personal Data from the Candidate to the Client if the Candidate has given permission to do so.


Article 12 Duty to complain

12.1 The Client shall notify any complaints regarding the performance of an Agreement in writing within 30 days after the
complaint has arisen, providing a clear description of the nature and grounds of the complaint. If the Client fails to do so,
any right to a claim relating to the complaint shall lapse.

12.2 All claims vis-à-vis SCM will lapse if they have not been brought before the competent court within one (1) year after the
moment at which the Client became aware of them, or reasonably could have been aware of them.

12.3 Claims against SCM are not transferable, nor can they be encumbered.


Article 13 Term and end of the agreement

13.1 An agreement will end:
13.1.1 legally at the end of the agreed term;
13.1.2 at the moment that the agreement is terminated on the grounds of this Article.

13.2 Any party is allowed to cancel an agreement for a definite period of time (prematurely). The cancellation must be made
in writing to the other party, with due regard for a period of notice of thirty (30) calendar days. The cancellation can be
made at any point in time.

13.3 An agreement for a definite period of time may only be cancelled prematurely if this has been agreed in the agreement,
or if it takes place with the consent of both parties.

13.4 Any party may terminate an agreement directly, irrespective of whether it has been entered into for a definite or
indefinite period of time, if the other party:
13.4.1 has filed for bankruptcy or is declared bankrupt;
13.4.2 has applied for, or has been granted, a suspension of payments;
13.4.3 has been dissolved, or ceases its business operations;
13.4.4 has failed attributably in the fulfilment of its obligations under the

agreement, and – if the failure is open to rectification – has failed to rectify the failure within a reasonable
period of time after receipt of a written
notification to that effect.

13.5 If the agreement is terminated prematurely, the Client must pay the applicable fee for the part of the agreement that has
already been executed. In addition, the Client shall owe SCM, as an additional fee in connection with early termination,
an amount equal to fifty percent (50%) of the fee corresponding to the next scheduled invoice. If the next scheduled
invoice relates to the third instalment, as referred to in Article 16.1.3, and no employment contract is concluded, this
additional fee shall be calculated on the basis of the expected total Gross annual income.

13.6 If the agreement has been ended, for whatever reason, all amounts which are still outstanding
will be immediately due and payable.

Article 14 Choice of law and forum

14.1 All legal relationships between SCM and the Client, as well as all obligations arising therefrom or connected therewith,
shall be governed by Dutch law, to the exclusion of international treaties such as the Vienna Sales Convention.

14.2 Any disputes with SCM are to be exclusively submitted to the competent court in Amsterdam. SCM may deviate from
this jurisdiction and apply the statutory jurisdiction rule.

SECTION 3. SPECIAL PROVISIONS – RECRUITMENT AND SELECTION


Article 15 The execution of the recruitment agreement

15.1 SCM will endeavour to select one or more Candidates on the basis of the details issued by the Client who fulfil, as much
as possible, the Client's requirements and expectations. SCM does not guarantee that its efforts will achieve the
intended result.

15.2 SCM will endeavour to present the Client with one or more Candidates within a reasonable period of time.
15.3 Methods of working described by SCM only gives a general insight into how SCM selects Candidates. SCM is not bound

by these.
15.4 The Client shall (timely) provide all information and render all cooperation necessary to enable SCM to perform the

recruitment contract.
15.5 Any period referred to by SCM for the execution of the recruitment contract is an indication and never a hard deadline.

Noorddammerlaan 124 | 1187 AG Amstelveen

T +31 (0)202149003 | E [email protected] | www.scmexecutives.com

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15.6 SCM will have completed the recruitment contract if an employment contract has been formed between the Client and
a Candidate.

Article 16 Recruitment contract fee

16.1 In return for its mediation services SCM charges a Fee of twenty-seven and a half percent (27.5%) of the total Gross
annual income eventually agreed in the employment contract.
16.1.1 The Client will owe 1/3rd part of the (expected) fee immediately after the recruitment contract is concluded.
16.1.2 The Client will owe 1/3rd part of the (expected) fee at the moment that the Client invites one or more

Candidates proposed by SCM for a first meeting.
16.1.3 At the moment that the Client concludes an employment contract, the Client will owe SCM the difference

between the fee and that already paid on the basis of Articles 16.1.1 and 16.1.2.
16.2 If a Candidate was already employed by the Client (in another position), this will not affect the fee which the Client owes

SCM.
16.3 If a Candidate is going to perform work for a business affiliated to the Client, without an employment contract being

concluded with the Client, an employment contract will, in the context of the payability of the fee, be deemed to have
been concluded with the Client.

16.4 If the Client concludes employment contracts with/for more Candidates than for which the recruitment contract was
concluded, the Client will owe 80% of the fee referred to in Article 16.1 for each extra Candidate. This applies for each
employment contract which is concluded with the Candidate and for whatever position until twelve (12) months after
SCM has completed its commission. The Client will owe this fee immediately at the moment that the Client concludes
the employment contract with the Candidate.

16.5 If the vacancy for which the recruitment contract was concluded is then filled within four (4) months after the termination
of the recruitment contract, the Client will still owe SCM the applicable fee. This period will increase to twelve (12)
months if the vacancy is filled by a Candidate.

16.6 If, at the request of the Client, the job profile of the vacancy for which the recruitment contract was concluded changes
with respect to its purpose, duties and/or responsibilities, SCM shall have the right to terminate the recruitment contract
and to enter into a new recruitment contract with the Client for the amended vacancy. In such case, the Client remains
liable for any Fees already due under the initial recruitment contract, and any fees already paid shall not be refunded.

16.7 If an employment contract ends within four (4) months after its commencement date, the Client will be entitled to a new
recruitment contract with SCM. The Client must invoke this right in writing within two (2) weeks after the ending of the
employment contract, otherwise this right shall lapse. On the basis of that new recruitment contract, SCM will endeavour
to select a Candidate for the same position as in the terminated employment contract. SCM will not charge any
Remuneration for this work unless the Gross annual income in the new employment contract is higher than in the
terminated employment contract. In that latter case, the Client will owe a fee of twenty-seven and a half percent (27.5%)
on the difference in Gross annual income.

Article 17 Introduction agreement

17.1 If SCM concludes an introduction agreement with the Client, SCM shall only communicate (contact) details of the
Candidate it has selected to the Client. In principle, the Client will not be obliged to do anything.

17.2 If the Client concludes an employment contract with a Candidate, within twelve (12) months after SCM has
communicated details on the Candidate to the Client, the Client will owe a fee. The fee amounts to twenty percent (20%)
of the total Gross annual income eventually agreed in the employment contract. The Client will owe this fee immediately
at the moment that the Client concludes the employment contract with the Candidate.

17.3 If the employment contract referred to in Article 17.2 ends within four (4) months after its commencement date, the
Client will be entitled to a new recruitment contract with SCM. The Client must invoke this right in writing within two (2)
weeks after the end of the employment contract, after which this entitlement will lapse. On the basis of the recruitment
contract, SCM will endeavour to select a Candidate for the same position as in the terminated employment contract.
SCM will not charge any Remuneration for this work unless the Gross annual income in the new employment contract is
higher than in the terminated employment contract. In that latter case, the Client will owe a fee of twenty-seven and a
half percent (27.5%) on the difference in Gross annual income.

SECTION 4. SPECIAL PROVISIONS – PROVIDING INTERIM
PROFESSIONALS

Article 18. Interim Professional

18.1 At the Client's request, SCM will make Interim Professionals available who can carry out work under their own
responsibility for a definite period of time at the Client's premises on the basis of an IP agreement concluded between
SCM and the Client.

18.2 The Interim Professional will carry out the work entirely independently and perform the agreed work at their own
discretion and without supervision or guidance from SCM and/or the Client. However, the Client is permitted to issue
directions and instructions with regard to the result and the aims of the work covered by the IP agreement.

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18.3 The Interim Professional will perform their work in the Netherlands at the Client's premises, whereby the Interim
Professional will organise their work independently. Insofar as necessary for the execution of the work, coordination will
take place with SCM and/or the Client in the event of cooperation with others, to ensure optimal performance.

18.4 If it is essential to use the Client's resources in order to execute the work, the Client will notify SCM before the IP
agreement is executed, including details of any associated costs.

18.5 The Client declares that it approves of the Interim Professional being able and allowed to perform work on behalf of
other Clients during the term of the IP agreement.

Article 19. Takeover of Interim Professional

19.1 The Client and its affiliated companies are not permitted, without the explicit written permission of SCM, to enter into an
Employment contract with an Interim Professional during the term of the IP agreement and during the subsequent
twelve (12) months, or have work performed directly or indirectly by the Interim Professional on the basis of some other
agreement, irrespective of the nature, name, and content of the position, if said Interim Professional was made available
by SCM to the Client within the framework of the execution of the IP agreement.

19.2 If SCM and the Client agree that the Client is permitted to conclude a direct Employment contract with the Interim
Professional for whom SCM mediated, the Client will owe SCM a fee which will be calculated on the basis of the fee
which the Client would have owed SCM in accordance with following table:

Period from when the Interim Professional Fee as % of the Gross annual income

starts work
0 up to and including 3 months 27.5%
4 up to and including 6 months 22.5%
7 up to and including 12 months 17.5%
13 up to and including 18 months 12.5%
18 months and longer 0% (no fee)

Article 20. Interim Professional fee

20.1 The Client will owe SCM a (placement) fee to SCM for its services. The fee for SCM is included in the agreement fee for
the Interim Professional, as stated in the IP agreement and is based on the number of hours worked by the Interim
Professional, or the different payment agreement which applies to the commission. The fees and payments which are
included in the IP agreement are to be regarded as the agreed fees for the performance of services by the Interim
Professional and SCM, unless agreed otherwise in writing.

20.2 If the fee is not paid to SCM, and if the Interim Professional consequently calls SCM to account with regard to payment,
the Client must reimburse all related costs incurred and loss or damage suffered by SCM.

Article 21. Time reports and time sheets

21.1 If applicable, the Interim Professional will enter the number of (overtime) hours they have worked into the time
registration system made available by SCM or the Client. The Client will approve the number of hours entered, after
which SCM will proceed to use the information entered to pay the Interim Professional and invoice the Client.

21.2 The Client will make sure that the Interim Professional enters the hours correctly and on time and will approve the time
report.

21.3 SCM or the Interim Professional will issue the Client with a time report as proof of the hours worked and the resulting fee.
In the event of any difference between the time report submitted by SCM and the hours recorded by the Client, the time
reports submitted by SCM will take precedence, although the Client will have the option of submitting evidence to the
contrary.

21.4 If the time report contains inaccuracies or is not approved (on time) by the person with authority on behalf of the Client,
the consequences will be for the Client's account and risk. The Client is liable for any loss or damage suffered by SCM as
a consequence.

21.5 If the Client does not approve the Interim Professional's time report within five (5) working days after the relevant work
has been performed or fails to submit its own time report – which it considers correct, SCM shall be entitled to
determine the number of hours worked on a binding basis. SCM shall do so based on the Interim Professional’s
statement. If no such statement is available, the hours contractually agreed with the Interim Professional shall be
deemed to apply.

21.6 SCM is always entitled to dispute the time reports it receives. With this in mind, the Client will give SCM immediate
access to its records on request.

Article 22. Liability of the Interim Professional

22.1 Supplementary to Article 9 of these General Terms and Conditions, the following provisions apply with regard to SCM's
liability regarding the Interim Professional.

22.2 Insofar as a relationship of authority has arisen between the Client and an Interim Professional who works as a lone
independent entrepreneur due to actions or omissions by the Client, as a consequence of which the Dutch Employee
Insurance Agency (UWV), the Tax and Customs Administration, a court or any other competent authority qualify their
working relationship as an employment relationship between the Client and the Interim Professional concerned, the
Client indemnifies SCM fully against all claims arising therefrom, including but not limited to additional fiscal levies and

Noorddammerlaan 124 | 1187 AG Amstelveen

T +31 (0)202149003 | E [email protected] | www.scmexecutives.com

Rabobank NL 90 RABO 01590 91 918 . Ch. of Comm. Utrecht 30204311 | VAT NL 8145.01.114.B.01

levies under social insurance law with respect to payroll tax and/or contributions, fines, increases, and employment-
related claims with regard to, or in connection with, (the execution of) the commission.

22.3 If a change occurs in the way in which the Client and the Interim Professional actually execute the commission, the
Client will inform SCM accordingly within five (5) working days after the change.

Article 23. Payment deadline Interim Management

23.1 Invoices shall be paid within 14 days from the dispatch date stated on the invoice. This term shall be of the essence. If
the Client fails to meet this deadline, the Client shall automatically be in default.

Article 24. End of the agreement

24.1 The IP agreement ends automatically when the agreement between SCM and the Interim Professional ends, irrespective
of the reason. In that case, SCM will not be liable for compensation vis-à-vis the Client. If desired, SCM will endeavour to
arrange a replacement.

Noorddammerlaan 124 | 1187 AG Amstelveen

T +31 (0)202149003 | E [email protected] | www.scmexecutives.com

Rabobank NL 90 RABO 01590 91 918 . Ch. of Comm. Utrecht 30204311 | VAT NL 8145.01.114.B.01