Terms and Conditions

1. General

1.1. These general terms and conditions (the "Terms and Conditions") apply to every quotation, proposal, assignment and agreement provided by Apollo Executive Search B.V. ("Apollo") to you ("Client") (collectively "Parties" and individually a "Party"), as well as to all future agreements between the Parties and all other contractual relationships and assignments related to executive search for permanent and interim assignments. Upon request, Apollo will provide these Terms and Conditions free of charge.

1.2. The application of any of Client's conditions is explicitly rejected. Apollo's signing or implied or express acceptance of Client's documents in or on which it is stated that such conditions apply, will not constitute Apollo's acceptance of such conditions.

1.3. Any verbal commitments by Apollo are only binding if they have been confirmed by Apollo in writing.

1.4. Assignments, agreements and amendments thereto are only binding if they have been accepted in writing by Apollo or if Apollo commences the execution thereof. A quotation or proposal only applies to the specific assignment and not to any future assignments. Changes to the agreement can only be agreed in writing between the Parties.

1.5. Capitalized definitions in these Terms and Conditions have the meaning given to them in these Terms and Conditions or in the agreement.

1.6. Apollo assumes that all data and information provided by the Client are provided in a timely manner, and are accurate and complete. Apollo's quotation and services are based on the given data and information.

2. Fees

2.1. Apollo has exclusivity for the position for which Apollo has received the assignment (the 'Position'), unless explicitly agreed otherwise between the Parties in their agreement. This exclusivity means that any person which the Client considers for the Position is regarded a candidate (the 'Candidate'), for which Apollo is entitled to a Placement Fee as soon as an agreement is concluded between the Candidate and the Client. This includes any persons that came in contact with the Client for the Position other than through Apollo (a 'Proposed Candidate').

2.2. Client receives an invoice for the Placement Fee as soon as an agreement is concluded between the Candidate and the Client. Client receives an invoice for a Retainer as agreed upon in the agreement.

2.3. If the Client enters into multiple agreements with Candidates, either for the same role or for other roles, Client will owe the full Placement to Apollo for the first Candidate that is hired for the relevant role. The Client will owe an additional 50% of that Placement Fee for each other Candidate that is hired for the same role or a different role. The aforementioned applies solely if these placements occur on the basis of the same assignment / agreement between Parties, unless explicitly agreed otherwise.

2.4. The Placement Fee also applies if a Candidate enters into an agreement with a different department, affiliated company, subsidiary or other entity within a group of Client or with a network partner of Client.

2.5. If a Candidate enters into a fixed-term (interim) agreement with the Client and the agreement then becomes a permanent agreement, the Client will owe Apollo an additional Placement Fee of 30% of the Gross Annual Income, unless explicitly agreed otherwise.

2.6. The Client will owe the entire Placement Fee, if the Client (or any of the linked companies as referred to in clause 2.3) shares data of a Candidate to third parties or proposes the Candidate to third parties, and an agreement between the Candidate and the third party is concluded within 12 months from the moment that a person was considered a Candidate.

2.7. The Client is not permitted to share any details from Candidates that Apollo has introduced to the Client with third parties or to introduce those Candidates to third parties.

2.8. If the Client and Candidate enter into an agreement with a management fee, 90% of the annual management fee will be used as the basis for calculating the Placement Fee to Apollo.

2.9. Part of the Gross Annual Income can be an (on target) bonus. For non-commercial Positions, the indicated bonus shall always be considered as on on-target bonus which will be included in its entirety for the calculation of the Gross Annual Income. If it is not possible to determine in advance what is considered 'on target' for a commercial Position, 75% of the Maximum Bonus that can be achieved will be included in the calculation of the Gross Annual Income. The 'Maximum Bonus' is deemed such amount as defined in the agreement between the Client and the Candidate. If no Maximum Bonus is defined, but a bonus range is shared with the Candidate, then the Maximum Bonus is deemed the highest amount of such range. If no Maximum Bonus is provided nor any range is given, then the Maximum Bonus will be such amount as determined at Apollo's reasonable discretion.

2.10. If Candidate and Client enter into a fixed-term (interim) agreement – other than an agreement as described in clause 2.6 – which is extended, the Client owes Apollo an additional fee as follows:
a. within 6 months after the last day of the previous agreement: the same Placement Fee as the previous agreement applies;
b. between 6 to 12 months after the last day of the previous agreement: 75% of the Placement Fee of the previous agreement applies;
c. between 12 to 24 months after the last day of the previous agreement: 25% of the Placement Fee of the previous agreement applies;
d. after more than 24 months after the last day of the previous agreement: no Placement Fee applies.

2.11. The warranty clause in the agreement, containing a reimbursement scheme, does not apply to the Client if Parties have previously agreed other forms of discount on Apollo's services, including but not limited to a discount on the Placement Fee for a Proposed Candidate.

3. Non-payment

3.1. The Client will automatically be in default if it does not settle the invoice in time. It will owe the statutory commercial interest and any extrajudicial collection charges as well. The interest on the amount due will be calculated from the moment that the Client is in default till the moment that the amount due has been paid in full.

3.2. Apollo's full claim against Client will be immediately due and payable if:
a. Client exceeds a payment term;
b. Client is declared bankrupt or has been granted suspension of payments;
c. Client (company) is dissolved or liquidated;
d. Client (natural person) is placed under administration or deceases.

4. Execution assignment

4.1. Apollo will execute the assignment to the best of its knowledge and ability and in accordance with the requirements of good workmanship. Apollo's goal is to introduce suitable Candidates to the Client. Apollo cannot give any guarantee regarding the suitability of a Candidate. It is Client's responsibility to ensure that the Candidate is suitable before offering it any form of employment.

4.2. The Client will ensure that it provides Apollo all the information and materials required to execute the assignment in time. If Client does not provide the necessary information or materials in time, Apollo may suspend the execution of the assignment and will charge additional costs resulting from the delay. Apollo is not liable for any damage that occurs due its reliance on incorrect or incomplete information provided by Client.

4.3. Apollo is allowed to deploy third parties to carry out its obligations under the agreement. Clause 7:404 of the Dutch Civil Code expressly does not apply.

5. Amendment assignment

5.1. If it is necessary to amend the assignment to ensure proper execution, Parties will do so in mutual consultation.

5.2. Apollo may increase or reduce the agreed fees due to the aforementioned amendment of the assignment. Apollo will provide a proposal in advance. The Amendments may also affect the agreed timelines. Client accepts the possibility of changes of the assignment, including fees and timelines. Client will always explicitly agree to any changes before they come into effect.

5.3. Apollo may refuse Client's request to amend the assignment if the request may have qualitative or quantitative consequences for the services.

6. Complaints

6.1. Client must report any complaints to Apollo in writing and within 1 month after detection. Client is no longer entitled to any repair, replacement or compensation if it reports a complaint later after this term.

6.2. If the Client submits a complaint on time, this does not suspend its payment obligation.

7. Liability

7.1. Apollo is not liable for any losses, damages, costs or expenses suffered by the Client or any Client-related company as a result of the services performed by Apollo, unless this is caused by deliberate intent (opzet) or wilful recklessness (bewuste roekeloosheid) of Apollo.

7.2. Client indemnifies Apollo against any claim from Candidates and / or third parties, which also include the costs of legal assistance for Apollo. If a third party addresses Apollo, Client will assist Apollo both judicial and extrajudicial and will do everything that can be expected of Client in this matter. If Client does not take any of these measures, Apollo will take own measures. Any and costs and damages relating to that are entirely at the expense and risk of Client.

8. Intellectual property

8.1. Apollo retains all rights to created plans, documents, images, drawings, software, creations and the information relating thereto. This also applies when costs have been charged or when improvements have been made later.

8.2. Client is not allowed to copy the items mentioned in the previous clause (other than for internal use of Client), disclose it to third parties or make them available for a purpose other than that for which they were provided by Apollo.

9. Confidentiality

9.1. Unless there is a legal obligation to disclose, the Parties will not use information resulting from the agreement for a purpose other than that for which it was obtained and will treat it as strictly confidential. Client is not permitted to share information from Apollo and/or Candidates with third parties or to make it public without the prior written consent of Apollo. In the event Client violates this obligation, is shall owe to Apollo an immediately due and payable fine of EUR 25,000 for each violation without prejudice to Apollo's right to claim additional damages.

10. Suspension, dissolution and termination

10.1. Apollo may suspend the assignment if it is temporarily unable to fulfil its obligations due to circumstances beyond its control or of which it was not aware.

10.2. If performance is permanently impossible, the Parties can terminate the assignment for the part that has not yet been fulfilled.

10.3. Apollo may suspend or dissolve the agreement if Client does not (including not in full or in time) fulfil its obligations. Client is liable for any damages resulting from this and will indemnify Apollo.

10.4. Client cannot terminate the agreement without cause (tussentijds opzeggen).

10.5. If Apollo terminates the agreement before the end of the term, Apollo will ensure to transfer any work to be performed to third parties, unless the termination is attributable to Client.

10.6. Apollo may terminate the agreement with immediate effect (and is not liable for any damages or compensation) in any of the following events:
a. Client exceeds a payment term;
b. Client is declared bankrupt or has been granted suspension of payments;
c. Client (company) is dissolved or liquidated;
d. Client (natural person) is placed under administration or deceases.
e. There is another circumstance as a result of which the Client can no longer freely dispose of his assets.

11. Other provisions

11.1. Apollo has the right to change these Terms and Conditions. Client agrees that the most recent version of these Terms and Conditions will apply to the agreement between Parties.

11.2. If any of the provisions of these Terms and Conditions is null and void (nietig) or is declared null and void (vernietigd), this shall be without prejudice to the legal effect of the other provisions. These provisions or parts of a provision will be replaced by a provision in line with the original provision as much as possible.

11.3. Client is not entitled to transfer rights under the agreement to a third party without the prior written consent of Apollo.

12. Applicable law and competent court

12.1. These Terms and Conditions are governed by Dutch law.

12.2. Any and all disputes arising as a result of or in connection with the agreement and these Terms and Conditions will be submitted to the competent court in Amsterdam.