General Terms and Conditions

1. Scope, Business Customers and Contractual Hierarchy

1. These General Terms and Conditions (“Terms”) apply to all present and future business relationships between Kossmehl Consult FZ LLC (“Provider”) and its clients (“Client”) in connection with recruitment, executive search, direct search, personnel placement, interim management, contractor or freelancer placement, talent advisory and related consulting or recruitment services.
2. These Terms apply exclusively to businesses, companies, corporations, partnerships, legal entities, public bodies and other persons acting for commercial, professional or governmental purposes. The Provider does not contract with consumers under these Terms.
3. These Terms apply irrespective of the country in which the Client is established, the country in which the Services are performed, or the country in which a Candidate is ultimately employed or engaged.
4. Any terms and conditions of the Client that conflict with, deviate from or supplement these Terms shall not apply unless expressly accepted by the Provider in Text Form.
5. Any individually negotiated agreement, mandate, fee agreement, framework agreement, statement of work or other specific written agreement between the parties shall prevail over these Terms solely to the extent of an express inconsistency.
6. Matters not expressly regulated by an individual agreement shall remain subject to these Terms.

2. Definitions

“Candidate” means any natural person whose identity, career profile, CV, professional background, contact details or other information permitting identification is disclosed or made available to the Client directly or indirectly by the Provider.

“Introduction” means the disclosure of sufficient information enabling the Client to identify, evaluate or contact a Candidate. An Introduction does not require transmission of a full CV.

An Introduction includes, without limitation:

• disclosure of a Candidate's name;
• provision of a CV, résumé or professional profile;
• provision of a LinkedIn or comparable professional profile;
• oral or written identification of a Candidate;
• disclosure of sufficiently individualised Candidate information;
• arranging or facilitating contact;
• arranging an interview, call or meeting; or
• otherwise bringing a Candidate to the Client's attention for recruitment purposes.

“Engagement” means any direct or indirect employment, appointment, engagement or economically equivalent cooperation with a Candidate, whether as employee, executive, managing director, board member, officer, consultant, contractor, freelancer, interim manager, temporary worker, agency worker, secondee or through any third party.

“Related Entity” means any parent, subsidiary, sister company, affiliate, holding company, portfolio company, entity under common control or other entity directly or indirectly connected with the Client by ownership, control or common economic interest.

“Total First-Year Compensation” has the meaning set out in Clause 8.

“Text Form” means any durable written or electronic communication capable of being reproduced, including email.

“Business Day” means a day other than Saturday, Sunday or a public holiday at the Client's registered office.

3. Services

1. The Provider may provide, among other services, identification, sourcing, direct approach, screening, assessment, qualification, presentation and placement of Candidates.
2. The precise scope of an assignment is determined by the relevant mandate, fee agreement, proposal, statement of work or correspondence between the parties.
3. Unless expressly agreed otherwise, no exclusivity is granted to the Client.
4. The Provider may introduce Candidates to other clients simultaneously or subsequently.
5. Candidates remain independent and free to accept or decline any opportunity.
6. The Provider undertakes to perform the agreed Services with reasonable professional care but does not guarantee that a vacancy will be filled, that a Candidate will accept an offer or that any Engagement will continue for a particular duration.

4. Formation of Contract and Electronic Communications

1. A contractual relationship may arise, in particular, through execution of an individual or framework agreement; written or electronic confirmation of an assignment; acceptance of an offer or proposal; instruction by email or other electronic communication; requesting or accepting Candidate information with knowledge of the Provider's applicable commercial terms; or knowingly making use of the Provider's Services.
2. Electronic communications, electronic documents and electronic signatures may be used between the parties to the extent permitted by applicable law.
3. Amendments and supplements should be agreed at least in Text Form unless mandatory law requires another form.
4. The legal effect of genuinely individually negotiated arrangements shall remain unaffected.

5. Candidate Protection

1. Each Candidate introduced by the Provider shall be protected for a period of twelve (12) months.
2. The initial protection period begins on the date of the first Introduction.
3. Where, following an Introduction, a material recruitment event takes place in relation to the Candidate, including an interview, subsequent interview or meeting, renewed consideration, renewed Introduction, salary or contract negotiations, an offer, further substantive recruitment communication, referral within the Client's organisation or group, or another material continuation of the recruitment process, the twelve-month protection period shall recommence from the date of the most recent such event.
4. If an Engagement takes place during the applicable protection period, the Provider shall be entitled to the full agreed placement fee.
5. The entitlement applies irrespective of the position for which the Candidate was originally introduced; the position ultimately accepted; whether the original vacancy continues to exist; whether the Candidate had previously been rejected; whether the recruitment process was temporarily discontinued; whether the Provider participated in final negotiations; whether the Candidate subsequently submitted a direct application; whether the Candidate was later approached or introduced by another recruitment provider; or the legal form through which the Candidate is ultimately engaged.
6. The placement fee constitutes contractual consideration for the recruitment opportunity created or facilitated by the Provider. To the extent permitted by applicable law, the Provider is not required to establish that its Introduction was the exclusive or final cause of the Engagement.

6. Previously Known Candidates

1. If the Client claims that a Candidate was already known to it before the Provider's Introduction, the Client must notify the Provider in Text Form within five (5) Business Days after the Introduction.
2. The notice must be accompanied by reasonable documentary evidence demonstrating that, prior to the Provider's Introduction, the Candidate was already participating in a specific and active recruitment or application process with the Client.
3. Mere prior awareness of a Candidate shall not in itself constitute a prior active recruitment process. Accordingly, the following shall not alone be sufficient: the Candidate being contained in an applicant tracking system; a historical application; a social-media connection; possession of the Candidate's contact details; prior general business contact; prior knowledge of the Candidate's identity; or an inactive or closed recruitment process.
4. If the Client does not provide notice and supporting evidence within the period specified above, the Provider's contractual rights relating to the Introduction and Candidate protection shall remain unaffected.

7. Multiple Introductions and Other Recruitment Providers

1. If a Candidate introduced by the Provider is subsequently introduced, presented or represented by another recruitment agency, headhunter, search firm, staffing provider, intermediary or other third party, the Client shall notify the Provider without undue delay and no later than three (3) Business Days after becoming aware of the subsequent introduction.
2. A subsequent introduction by another provider shall not cancel, reduce, divide or otherwise affect the Provider's rights.
3. Where the Provider's Introduction predates the relevant subsequent introduction and the Candidate is Engaged during the applicable Candidate protection period, the Provider shall be entitled to the full placement fee agreed between the Provider and the Client.
4. This applies even if the subsequent intermediary participates in interviews, salary negotiations, offer negotiations, contract negotiations, onboarding, reference checks or any later stage of the recruitment process.
5. Any fee or other obligation that may arise between the Client and another recruitment provider shall be entirely separate from the Client's obligations to the Provider.
6. The Client shall have no right to reduce, apportion, set off or otherwise adjust the Provider's fee because another intermediary asserts a competing fee claim.

8. Fee Basis – Total First-Year Compensation

1. The applicable placement fee, percentage or other fee structure shall be specified in the relevant individual agreement, proposal, mandate or fee agreement.
2. Where the fee is calculated as a percentage of compensation, it shall be calculated on the Candidate's Total First-Year Compensation.
3. Total First-Year Compensation means the total economic value of all compensation, benefits and remuneration agreed, granted or attributable to the Candidate in connection with the first twelve months of the Engagement.
4. Total First-Year Compensation includes, without limitation:
   • gross annual fixed salary and base salary;
   • guaranteed salary payments and 13th or 14th salary payments;
   • target, performance and management bonuses;
   • sales commissions, sales incentives and on-target earnings (“OTE”);
   • guaranteed or contractually agreed variable remuneration;
   • sign-on, signing, joining and retention bonuses;
   • guaranteed special payments and allowances;
   • housing, cost-of-living, car and mobility allowances;
   • the economic value of a company car provided for private use;
   • school or education allowances and personal travel benefits;
   • employer-financed pension and insurance benefits exceeding mandatory statutory requirements;
   • long-term incentive components attributable to the first twelve months;
   • shares, stock awards, restricted stock units (“RSUs”), options, phantom shares, virtual shares and other equity or participation rights;
   • guaranteed overtime compensation;
   • contractually agreed salary increases effective during the first twelve months; and
   • any other monetary or non-monetary benefit forming part of the Candidate's remuneration package.
5. For variable remuneration, the agreed target value or OTE shall apply irrespective of whether the target is ultimately achieved.
6. Where a variable remuneration component exists but no express target value has been agreed, the Provider may use the amount reasonably anticipated at the time the Engagement is concluded based on the applicable compensation plan, historical compensation, written offer documentation or other objectively reasonable information.
7. Equity, RSUs, options, phantom shares and comparable participation instruments shall be valued by reference to their objectively ascertainable economic value at grant. Where no directly observable market value exists, a reasonable valuation may be based on the latest financing value, share valuation, grant documentation or another objectively supportable valuation method.
8. Mandatory statutory employer social-security contributions, payroll taxes borne solely by the employer and genuine reimbursement of documented business expenses shall not form part of Total First-Year Compensation.
9. Voluntary benefits, allowances or personal economic advantages granted to the Candidate in addition to mandatory statutory obligations shall form part of Total First-Year Compensation.
10. If a Candidate is engaged as a contractor, freelancer, consultant or interim manager, the fee basis shall be the total contractual economic value attributable to the first twelve months of the Engagement.
11. If such Engagement is agreed for less than twelve months, the contractual value may be annualised where expressly provided in the applicable fee agreement.
12. If a Candidate is initially engaged on a temporary, consultancy or freelance basis and is subsequently converted into permanent or materially expanded employment during the Candidate protection period, the Provider may recalculate the placement fee on the basis of the new Engagement. Any placement fee already paid for the same economic period shall be credited to avoid double recovery unless expressly agreed otherwise.
13. If the Candidate is engaged for a different role from the role originally discussed, the actual compensation package for the role accepted by the Candidate shall determine the fee basis.

9. Related Entities, Third Parties and Anti-Circumvention

1. Candidate protection extends to the Client and all Related Entities.
2. If a Candidate introduced by the Provider is Engaged by a Related Entity during the Candidate protection period, the full placement fee shall become due from the Client.
3. The same applies where the Candidate is engaged indirectly through a staffing company, employment agency, employee-leasing provider, consultancy, personal service company, management company, Employer of Record (“EOR”), Professional Employer Organisation (“PEO”), contractor provider, temporary-work provider or any other third party.
4. The economic substance of the Candidate's Engagement shall prevail over its legal form.
5. The Client may disclose Candidate information only to persons and entities reasonably necessary for the relevant recruitment decision and subject to appropriate confidentiality and data-protection obligations.
6. Candidate information may not be disclosed to unrelated third parties for separate recruitment or commercial purposes without the Provider's prior consent.
7. If Candidate information is forwarded by or through the Client to a Related Entity or third party and this results in or contributes to an Engagement, the full placement fee shall become payable by the Client.
8. Any transaction or structure whose principal purpose is to avoid, circumvent or reduce the Provider's fee entitlement shall not affect that entitlement.
9. Nothing in this Clause prevents the Provider from claiming additional proven losses arising from an unlawful disclosure or circumvention, provided that the Provider shall not recover twice for the same loss.

10. Accrual of the Placement Fee

1. Unless expressly agreed otherwise, the Provider's full placement fee becomes earned and payable upon the conclusion of a legally binding agreement for an Engagement between the Candidate and the Client, a Related Entity or a third party falling within Clause 9.
2. The Candidate's actual commencement of work is not a condition for the accrual of the placement fee.
3. A binding Engagement includes, without limitation, execution of an employment, service, consultancy, contractor or freelancer agreement; binding acceptance of an employment offer or offer letter; an executive or corporate appointment coupled with an agreement on remuneration; or any other binding agreement for remunerated cooperation.
4. Unless a specific replacement, rebate or refund arrangement has been expressly agreed, the placement fee remains payable if an Engagement is terminated, rescinded or otherwise does not commence after a binding agreement has been concluded.
5. Any replacement guarantee, refund, credit or rebate applies only where expressly agreed in Text Form and subject to the conditions stated in that agreement.

11. Client Information and Disclosure Obligations

1. The Client shall promptly keep the Provider informed of material developments concerning introduced Candidates.
2. This includes, in particular, interview invitations, further interviews, offers, salary discussions, contract negotiations, changes of position, direct contact with the Candidate, referral to a Related Entity, involvement of another recruitment provider, conclusion of an Engagement and commencement of work.
3. Upon conclusion of an Engagement, the Client shall provide all information reasonably required to calculate the placement fee, including position, commencement date, fixed salary, variable remuneration, target bonus or OTE, sign-on payments, allowances, company-car entitlement, equity or participation awards, other benefits and the contractual value of any non-employment Engagement.
4. Upon reasonable request, the Client shall provide appropriate documentary evidence of the relevant remuneration terms. Irrelevant personal or commercially sensitive information may be redacted.
5. If the Client fails to provide sufficient information to establish the fee basis, the Provider may calculate the fee using the available contractual information together with objectively reasonable market values.
6. The Client may rebut such calculation by providing documentary evidence of the lower actual Total First-Year Compensation.

12. Invoicing, Taxes and Payment

1. Unless otherwise agreed, invoices are due for payment in full within fourteen (14) calendar days from the invoice date, without deduction.
2. All fees are exclusive of any applicable VAT, sales tax, goods and services tax or comparable indirect tax.
3. Taxes shall be treated in accordance with the laws applicable to the relevant transaction, including any applicable reverse-charge mechanism.
4. The Client shall bear bank fees and international transfer charges so that the Provider receives the invoiced amount in full.
5. If the Client is required by mandatory law to deduct or withhold tax from a payment to the Provider, the amount payable shall, to the extent legally permissible, be increased so that the Provider receives the amount it would have received absent such deduction.
6. The preceding provision does not apply to taxes imposed directly on the Provider's own net income.
7. Compensation components denominated in another currency shall be converted using a recognised financial-market reference exchange rate applicable on the date the Candidate's Engagement becomes binding.
8. Late payments shall bear interest at the applicable statutory commercial default rate or, where contractual interest may lawfully be agreed, at 9% per annum, whichever is higher to the extent legally permissible.
9. The Provider may additionally recover reasonable and legally recoverable collection, legal and enforcement costs.
10. Where material invoices remain overdue, the Provider may suspend further Services until outstanding amounts have been paid.
11. The Client may set off or withhold payment only against claims that are undisputed, acknowledged by the Provider or finally adjudicated, except to the extent mandatory law provides otherwise.

13. Client Responsibilities

1. The ultimate decision whether to interview, select, employ or engage a Candidate rests solely with the Client.
2. The Client is responsible for carrying out such checks as it considers necessary or as are required by applicable law, including professional and academic qualifications, professional licences, references, employment history, right to work, immigration status, regulatory approvals, compliance requirements and legally permissible background checks.
3. If the Provider expressly agrees to perform a particular verification, it shall remain responsible for carrying out that specifically agreed service with reasonable professional care.
4. The Client shall comply with all applicable employment, anti-discrimination, immigration, data-protection and regulatory laws in relation to Candidates.
5. The Provider is not required to act on any instruction that it reasonably considers unlawful, discriminatory or contrary to applicable professional or regulatory requirements.

14. Candidate Information and Confidentiality

1. All Candidate information provided by the Provider is confidential.
2. The Client may make Candidate information available only to persons reasonably involved in the relevant recruitment or decision-making process.
3. Candidate information must not be published, distributed or used for an unrelated purpose.
4. The Client shall implement reasonable technical and organisational safeguards appropriate to the nature of the Candidate information.
5. The Client shall also keep confidential all non-public commercial, pricing, search, methodology, market and business information of the Provider.
6. Confidentiality obligations survive termination of the relevant assignment.

15. Data Protection and International Data Transfers

1. Each party shall comply with the data-protection laws applicable to its processing activities.
2. Depending on the relevant processing and jurisdiction, this may include the data-protection legislation of the United Arab Emirates; Regulation (EU) 2016/679 (“GDPR”); applicable national data-protection legislation within the European Economic Area; and other mandatory national privacy laws.
3. Unless expressly agreed otherwise, the Provider and the Client each act as independent controllers of personal data processed for their respective recruitment purposes.
4. Candidate personal data may be processed only for legitimate recruitment, selection, employment, engagement and directly related purposes and in accordance with applicable law.
5. Where international transfers of personal data require specific legal safeguards, each party shall implement the safeguards required by the law applicable to that party.
6. Where the GDPR applies, this may include appropriate transfer mechanisms under Chapter V GDPR, including applicable Standard Contractual Clauses where required.
7. The Client shall not retain Candidate data longer than permitted by applicable law or than reasonably necessary for a legitimate recruitment purpose.

16. Candidate Statements and Conduct

1. The Provider shall use reasonable professional care in the performance of its Services.
2. Candidates are independent third parties and are not agents, employees or representatives of the Provider.
3. To the extent permitted by applicable law, the Provider does not warrant the absolute accuracy or completeness of information independently supplied by a Candidate concerning qualifications, employment history, education, certificates, references, remuneration, notice periods, availability, work authorisation or other personal or professional circumstances, unless the Provider knew that such information was materially incorrect or failed to exercise the professional care expressly required under the relevant assignment.
4. The Provider shall not be responsible for the future performance, behaviour, commercial results or personal decisions of a Candidate.

17. Liability

1. Nothing in these Terms excludes or restricts liability to the extent such exclusion or restriction is prohibited by mandatory law.
2. The Provider shall have unlimited liability for loss caused intentionally or by gross negligence where such liability cannot lawfully be limited.
3. Liability that may not lawfully be excluded, including applicable liability for death or personal injury, remains unaffected.
4. In the event of a slightly negligent breach of an essential contractual obligation, the Provider's liability shall be limited to the loss that was typical and reasonably foreseeable at the time of contracting.
5. To the extent permitted by applicable law, the Provider shall not be liable for loss of profit, loss of revenue, loss of business opportunity, loss of anticipated savings, reputational damage, indirect loss, consequential loss or exceptional economic loss, except where caused by intentional or grossly negligent conduct or where such limitation is prohibited by mandatory law.
6. To the extent legally permissible, the Provider's aggregate liability arising from slight negligence in connection with an assignment shall not exceed two times the net fees paid or payable to the Provider in respect of the affected assignment.
7. The limitations in this Clause shall also apply for the benefit of the Provider's directors, officers, employees, representatives, contractors and agents.

18. Intellectual Property and Search Materials

1. The Provider retains all rights in its proprietary methodologies, search strategies, market analyses, templates, reports, databases, candidate-presentation formats and other materials created independently of the Client.
2. Unless otherwise agreed, materials supplied to the Client may be used internally for the relevant recruitment purpose but may not be commercially reproduced, distributed or exploited independently of that purpose.
3. Nothing in this Clause restricts the Candidate's rights in their own personal data, CV or professional information.

19. Term and Termination

1. The term and termination provisions of an assignment are governed primarily by the applicable individual agreement.
2. Unless otherwise agreed, an ongoing assignment may be terminated by either party upon fourteen (14) days' notice in Text Form.
3. Either party may terminate for material cause where permitted by applicable law.
4. Termination does not affect fees or other rights that accrued before termination.
5. In particular, termination does not affect the continued operation of provisions concerning Candidate protection, Multiple Introductions, Related Entities, anti-circumvention, placement fees, information obligations, confidentiality, intellectual property, data protection, payment, liability or governing law and jurisdiction.
6. All Candidates introduced before termination remain protected for the full applicable Candidate protection period under Clause 5.

20. Compliance

1. Each party shall comply with mandatory laws applicable to its activities under the contractual relationship.
2. This includes, where applicable, laws concerning anti-bribery, anti-corruption, anti-money laundering, sanctions and unlawful business practices.
3. Neither party shall be required to perform an obligation where performance would violate mandatory applicable law or a binding order of a competent authority.

21. Force Majeure

1. Neither party shall be liable for delay or failure to perform an obligation, other than an obligation to pay an amount already due, where such delay or failure is caused by circumstances beyond that party's reasonable control.
2. The affected party shall take reasonable measures to mitigate the effects of the relevant event.
3. If a force-majeure event continues for a material period and substantially prevents performance, either party may terminate the affected ongoing Services by notice, without prejudice to rights already accrued.

22. Assignment

1. The Client may not assign or transfer material rights or obligations under the contractual relationship without the Provider's prior consent, except where mandatory law provides otherwise.
2. The Provider may assign monetary claims for collection, financing or corporate restructuring purposes provided that the Client's legitimate interests are not materially prejudiced.

23. Governing Law and Jurisdiction

1. These Terms and all contractual relationships between the Provider and the Client shall be governed by and construed in accordance with the laws of the United Arab Emirates as applied in the Emirate of Ras Al Khaimah, without prejudice to mandatory provisions that apply irrespective of the parties' choice of law.
2. To the extent legally permissible, conflict-of-law rules that would result solely in a renvoi to another legal system are excluded.
3. Any dispute, claim or controversy arising out of or in connection with these Terms, an assignment, a contractual relationship between the parties, the formation, validity, interpretation or performance thereof, an alleged breach thereof or its termination shall, to the extent legally permissible, be subject to the exclusive jurisdiction of the Courts of the Emirate of Ras Al Khaimah, United Arab Emirates.
4. Notwithstanding the preceding provision, the Provider may apply to any court of competent jurisdiction for interim, protective, conservatory or enforcement measures where legally permissible.
5. Mandatory rules concerning jurisdiction, recognition or enforcement of judgments remain unaffected.

24. Language

1. These Terms may be provided in English and in translations into other languages, including German.
2. The English version constitutes the governing and authoritative contractual version.
3. In the event of any inconsistency, discrepancy or difference in interpretation between the English version and a translated version, the English version shall prevail to the extent legally permissible.
4. A translated version is provided for convenience and transparency and shall be interpreted, so far as possible, consistently with the English version.

25. Entire Agreement, Waiver and Severability

1. The applicable individual agreement, these Terms and any expressly incorporated documents constitute the contractual framework between the parties in relation to the relevant Services.
2. A failure or delay by either party to exercise a contractual right shall not constitute a permanent waiver of that right.
3. If any provision of these Terms is held to be invalid, unenforceable or inapplicable in whole or in part, the remaining provisions shall remain unaffected.
4. The invalid or unenforceable provision shall be replaced by the applicable statutory rule. To the extent legally permissible, the parties shall seek to agree a valid provision that most closely reflects the legitimate commercial purpose of the original provision.
5. Mandatory provisions of any jurisdiction that apply irrespective of the parties' choice of law remain unaffected.