General Terms and Conditions

In these General Terms and Conditions, the following definitions apply:

• Niah: Niah Interim Solutions B.V., incorporated and registered in the Netherlands.
• Client: Any natural person or legal entity requesting Niah to perform services, search for candidates, introduce candidates, manage candidate processes or otherwise use the services of Niah.
• Candidate: Any person searched for, selected, discussed, introduced, assessed, managed, guided or otherwise involved by Niah in any recruitment, executive search, interim, contracting or candidate process.
• Introduction: Any written, verbal or digital disclosure of a Candidate to the Client, including but not limited to sharing a name, profile, LinkedIn profile, CV, one-pager, portfolio, contact details, salary indication, availability, interview notes or substantive discussion regarding a Candidate.
• Assignment: Any assignment, collaboration, vacancy, candidate process, search request, recruitment request, interim request, contracting request or other service for which the Client requests Niah to perform services.
• Placement: Any situation in which a Candidate directly or indirectly performs services for the Client or an affiliated entity of the Client, regardless of the legal structure used.
• Annual Salary: The gross fixed annual salary including holiday allowance, fixed bonus, guaranteed variable compensation, lease budget, mobility allowance, pension contribution, signing bonus, thirteenth month, structural allowances and any other fixed or recurring employment benefits. If the Annual Salary cannot be clearly determined, Niah is entitled to reasonably estimate the Annual Salary based on the total annual compensation package.
• Affiliated Entity: Any parent company, subsidiary, sister company, group company, investment vehicle, portfolio company, joint venture, shareholder, participation or other entity affiliated with the Client.
• In Writing: Communication by letter, e-mail, WhatsApp, LinkedIn, Slack, Microsoft Teams, SMS, proposal, quotation, digital document or any other durable digital communication method.

2.1 These General Terms and Conditions apply to all quotations, proposals, assignments, introductions, candidate processes, agreements and services performed by Niah.

2.2 Deviations from these Terms are only valid if explicitly confirmed by Niah in writing.

2.3 Any general terms and conditions of the Client are expressly excluded unless explicitly accepted by Niah in writing.

2.4 If any provision of these Terms is deemed invalid or unenforceable, the remaining provisions shall remain in full force and effect. The invalid provision shall be replaced by a provision that most closely reflects the intent and purpose of the original provision.

3.1 The Client acknowledges that these General Terms and Conditions have been provided or made available prior to or at the latest upon commencement of the services.

3.2 By receiving, reviewing, discussing, interviewing or continuing with a Candidate introduced by Niah, the Client fully accepts these General Terms and Conditions.

3.3 If the Client does not object in writing within 48 hours after receipt of these Terms and subsequently uses the services of Niah or continues a candidate process, these Terms shall be deemed accepted by the Client.

3.4 E-mails, WhatsApp messages, LinkedIn messages, calendar invitations, interview confirmations, feedback, discussed employment conditions, verbal instructions and conduct of the Client shall constitute evidence of assignment, acceptance and continuation of the process.

4.1 An Assignment is formed once the Client verbally, in writing or factually requests Niah to search for Candidates, introduce Candidates, start a candidate process or continue a candidate process.

4.2 A formally signed agreement is not required if communication, conduct, interviews, feedback, discussed employment conditions or other circumstances reasonably demonstrate that Niah was expected to perform services.

4.3 The Client guarantees that any person communicating with Niah, receiving Candidates, scheduling interviews or continuing processes on behalf of the Client is authorised to bind the Client, or that Niah may reasonably rely on such authority.

5.1 The Client shall provide Niah in a timely manner with all information reasonably necessary for the execution of the Assignment, including job profile, salary budget, employment conditions, decision-making process, interview process, location requirements, contract structure and internal approval requirements.

5.2 The Client guarantees that prior to commencement of the Assignment it has obtained all required internal approvals regarding:

• the vacancy;
• the salary budget;
• the authority to interview Candidates;
• acceptance of Niah's terms;
• the decision-making process;
• the intended contract structure;
• any approval from shareholders, investors, management, supervisory board or other stakeholders.

5.3 Internal reconsideration, shareholder decisions, investor decisions, VC decisions, budget freezes, hiring freezes, strategic changes, management changes or shifting priorities remain entirely at the Client's risk.

5.4 The Client shall immediately inform Niah of any changes regarding the vacancy, budget, role profile, seniority, employment conditions, location, contract structure, decision-making process or internal approvals.

6.1 Upon Placement of a Candidate, the Client shall owe Niah a recruitment fee.

6.2 Unless agreed otherwise in writing, the following standard fees apply:

• Engineering roles: 30% of the Annual Salary;
• Leadership roles: 40% of the Annual Salary;
• Other roles: 30% of the Annual Salary.

6.3 The fee becomes payable once any of the following occurs:

• the Candidate accepts an offer;
• an employment agreement, management agreement, consultancy agreement or any other cooperation agreement is concluded;
• the Candidate directly or indirectly performs services for the Client or an Affiliated Entity;
• the Client and Candidate agree on the principal terms of cooperation;
• the Candidate performs services through a third party, broker, payroll company, consultancy firm, group company or any other entity for the benefit of the Client or an Affiliated Entity.

6.4 If a Candidate starts part-time, the fee shall be calculated based on the full-time equivalent Annual Salary unless agreed otherwise in writing.

6.5 If within 12 months after commencement the Candidate increases working hours, receives a promotion or obtains a structurally higher compensation package, Niah is entitled to invoice an additional fee based on the difference.

7.1 For interim or contracting services, a markup applies to the Candidate's gross hourly, daily or monthly rate.

7.2 Unless agreed otherwise in writing, the standard markup shall be 25%.

7.3 The markup remains payable as long as the Candidate directly or indirectly performs services for the Client or an Affiliated Entity.

7.4 The Client shall fully and timely inform Niah regarding all worked hours, extensions, rate changes, contract amendments and relevant agreements with the Candidate or involved third parties.

7.5 If the Client engages, extends, contracts or invoices the Candidate outside Niah through a third party, the full markup remains payable to Niah.

8.1 If an interim, freelance or contracting Candidate enters permanent employment with the Client or an Affiliated Entity within 24 months after introduction or commencement, the full permanent recruitment fee shall become payable.

8.2 This also applies if the Candidate does not formally become employed but continues to perform structural or long-term services under another contractual arrangement.

8.3 Previously paid markups shall not automatically be offset against the permanent recruitment fee unless explicitly agreed otherwise in writing.

9.1 In a retained search model, the retainer becomes payable upon commencement of the Assignment.

9.2 Unless agreed otherwise in writing, the following retained search fees apply:

• Engineering: €5,000 retainer and €20,000 upon Candidate start;
• Leadership: €5,000 retainer and €30,000 upon Candidate start.

9.3 The retainer is non-refundable and compensates reserved capacity, search strategy, market approach, candidate management, screening, process management and opportunity loss.

9.4 If the Client cancels, freezes, withdraws or materially changes the Assignment after commencement of a retained search, the retainer remains fully payable and additional cancellation fees may apply.

10.1 If the Client cancels, freezes, pauses, withdraws or materially changes the Assignment, vacancy or candidate process after Niah has commenced work, the following cancellation fees shall apply:

• €5,000 once Niah has commenced search activities;
• €10,000 once Candidates have been identified, approached, discussed, introduced and/or interviewed.

10.2 The applicable cancellation fee constitutes a reasonable pre-agreed compensation for work performed, reserved capacity, search strategy, market approach, candidate management, process management, reputational risk, lost revenue and opportunity loss.

10.3 A hiring freeze, budget freeze, internal reconsideration, shareholder decision, investor or VC decision, management change, strategic shift or failure to obtain internal approval shall not release the Client from its payment obligations towards Niah.

11.1 If a Candidate reaches offer stage, final interview stage, employment conditions discussions, reference checks, offer preparation or verbal offer stage, and the Client subsequently decides not to proceed for reasons unrelated to the Candidate or Niah, the Client shall owe an offer-stage fee.

11.2 The offer-stage fee equals 50% of the applicable recruitment fee with a minimum of €15,000.

11.3 Offer stage includes, but is not limited to:

• discussion of salary, rate or employment conditions;
• indication that the Client intends to prepare an offer;
• discussion of references, start date, availability or contract structure;
• completion of second or final interviews with positive continuation feedback;
• requests to assess terms, availability or acceptance likelihood with the Candidate.

11.4 The offer-stage fee compensates the advanced stage of the process, candidate relationship investment, candidate management, process management, reputational risk and opportunity loss.

12.1 A Candidate introduced by Niah remains protected for 24 months after introduction.

12.2 If the Client or an Affiliated Entity directly or indirectly engages the Candidate within this period, the full applicable fee shall remain payable.

12.3 This applies regardless of whether cooperation occurs through the Client, an Affiliated Entity, payroll company, broker, consultancy firm, intermediary, investor, portfolio company or any other third party.

12.4 Candidate protection also applies if the Candidate later applies independently, is approached again, is introduced by another agency or enters through another route.

13.1 If the Client claims prior knowledge of a Candidate introduced by Niah, the Client must notify Niah within 48 hours after introduction in writing and with substantiated evidence.

13.2 The Client must demonstrate that prior to introduction by Niah it already had active and concrete contact with the Candidate regarding the same or a comparable role.

13.3 In absence of timely and sufficiently substantiated notice, the Candidate shall be deemed introduced by Niah and full Candidate protection applies.

13.4 General familiarity, LinkedIn connections, ATS presence, historic applications without active process or passive database presence do not qualify as sufficient prior knowledge.

14.1 The Client shall not directly or indirectly approach, engage, hire, contract or otherwise employ Candidates introduced by Niah outside Niah.

14.2 The Client shall not cause or permit any Affiliated Entity, shareholder, investor, broker, payroll company, consultancy firm, intermediary or third party to engage the Candidate outside Niah.

14.3 In case of breach, the Client shall owe the full applicable fee plus all reasonable costs incurred by Niah to enforce its rights.

14.4 This clause does not limit Niah's right to claim additional damages.

15.1 These Terms also apply to Placements, collaborations or candidate processes involving Affiliated Entities of the Client.

15.2 The Client guarantees that Affiliated Entities shall not engage Candidates introduced by Niah outside Niah.

15.3 If within 24 months after introduction a Candidate performs services for an Affiliated Entity, the Client shall owe the applicable fee as if the Placement occurred directly with the Client.

16.1 Exclusivity only applies if agreed in writing.

16.2 During the exclusivity period, the Client shall:

• not engage other agencies for the same or substantially similar role;
• not conduct parallel direct sourcing without informing Niah;
• immediately disclose overlapping Candidates from other channels;
• timely provide feedback, interview scheduling and decision-making updates.

16.3 If the Client breaches exclusivity, Niah may terminate the Assignment and invoice all accrued fees, retainers and cancellation fees.

17.1 All amounts are exclusive of VAT unless explicitly stated otherwise.

17.2 Invoices must be paid within 14 days after invoice date.

17.3 The Client is not entitled to suspend, offset or condition payments upon internal approvals, third-party payments, budget releases or other internal processes.

17.4 In case of late payment, the Client shall owe statutory commercial interest as well as all collection costs, legal costs, attachment costs and reasonable legal fees.

17.5 Niah may immediately suspend services if the Client fails to pay on time or if there is reasonable doubt regarding the Client's willingness or ability to pay.

17.6 Suspension by Niah does not entitle the Client to compensation, discount, termination or suspension of its own obligations.

18.1 If a placed Candidate leaves or is terminated during probation due to demonstrable and objectively established unsuitability, Niah shall perform a one-time replacement search.

18.2 The replacement search applies only to the same role, job profile, employment conditions, salary budget and location requirements.

18.3 The guarantee does not apply in cases involving:

• reorganisation;
• budget freezes;
• hiring freezes;
• role changes;
• management or strategic changes;
• insufficient onboarding;
• labour disputes;
• changes in employment conditions;
• reasons unrelated to Candidate suitability.

18.4 The guarantee only applies if all invoices have been fully and timely paid.

18.5 The guarantee does not entitle the Client to refunds, offsets or discounts.

19.1 Parties shall treat all Candidates, rates, profiles, salaries, company information, process information, proposals, documents and commercial arrangements confidentially.

19.2 The Client shall not share Candidate profiles, CVs, one-pagers, contact details or information provided by Niah with third parties or Affiliated Entities without prior written consent, except where strictly necessary for the agreed candidate process.

19.3 If the Client shares confidential Candidate or process information with third parties and this results in a Placement, collaboration or approach, the applicable fee shall remain payable.

20.1 Parties shall process personal data in compliance with applicable privacy laws and regulations.

20.2 The Client shall only use Candidate data for the specific candidate process for which it was provided.

20.3 The Client shall not retain Candidate data longer than necessary and shall adequately protect such data against unauthorised access, loss or disclosure.

20.4 The Client shall immediately inform Niah in case of a data breach or unauthorised disclosure involving Candidate data provided by Niah.

21.1 Niah shall not be liable for decisions, actions, conduct, performance or omissions of Candidates after introduction or Placement, except in cases of wilful misconduct or gross negligence by Niah.

21.2 Niah provides no guarantees regarding performance, availability, integrity or suitability of Candidates except as expressly stated in the replacement clause.

21.3 Niah's liability shall be limited to the amount actually paid by the Client under the relevant Assignment, capped at the amount paid out under Niah's liability insurance.

21.4 Niah shall not be liable for indirect damages, consequential damages, loss of profits, loss of revenue, reputational damage, missed savings, delays or business interruption.

22.1 Niah shall not be obligated to perform any obligation if prevented from doing so due to force majeure.

22.2 Force majeure includes illness, system failures, third-party disruptions, market conditions, limited Candidate availability, governmental measures, pandemics, strikes, cyber incidents and other circumstances beyond Niah's reasonable control.

23.1 Niah may immediately suspend or terminate an Assignment if:

• the Client fails to meet payment obligations;
• the Client breaches these Terms;
• the Client circumvents Niah;
• the Client provides insufficient cooperation;
• the Client provides inaccurate or incomplete information;
• circumstances arise making continuation unreasonable.

23.2 Termination does not affect accrued fees, retainers, cancellation fees, offer-stage fees, markups or other payable amounts.

24.1 Niah's records, communications, CRM data, e-mails, WhatsApp messages, LinkedIn messages, interview notes, calendar invitations and Candidate presentations shall constitute evidence of introductions, services, progress and agreements unless proven otherwise by the Client.

24.2 The Client acknowledges that digital communications and conduct within candidate processes may constitute sufficient evidence of Assignment, acceptance, introduction, interview stage, offer stage and fee entitlement.

25.1 All agreements, Assignments, introductions, candidate processes and disputes between Niah and the Client shall be governed exclusively by Dutch law.

25.2 All disputes shall exclusively be submitted to the competent court in Amsterdam, the Netherlands, unless mandatory law provides otherwise.

26.1 These General Terms and Conditions are intended to clearly establish the commercial arrangements, Candidate protection, fees and responsibilities between Niah and the Client.

26.2 By using the services of Niah, receiving Candidates or continuing candidate processes, the Client acknowledges and agrees to be bound by these General Terms and Conditions.

Questions regarding these terms may be directed to hello@niah.nl.