Terms & Conditions - Resourcing Solution Consultants

1. All missions accepted by Resourcing Solution Consultants (hereinafter, "The Company") shall be governed by the present General Terms and Conditions. Unless The Company expressly accepts the Client's conditions in writing, the present terms and conditions supersede all other terms and conditions in the event of a conflict.

2. Client shall pay The Company's fees under the payment terms mentioned in the specific conditions. All fees are calculated according to the rate in effect at The Company.

3. If the Candidate introduced by The Company is not hired by the Client or if they reject the employment (or collaboration) offered by the Client, and if the Candidate is subsequently employed by (or collaborates with) the Client within a period of 12 months following the date of the first introduction of the résumé of the Candidate to the Client, then the Client shall pay fees to The Company as stipulated in paragraph 2 above.

4. If the Client introduces a Candidate selected for him by The Company to an other person or company, and if the Candidate is hired by (or collaborates with) said person or said company within a period of 12 months following the date of the first introduction of the résumé of the Candidate to the Client, then the Client shall pay the fees to The Company as stipulated in paragraph 2 above.

5. If, for a given mission, the Client decides to recruit (or to collaborate with) more than one of the Candidates introduced by The Company, instead of just the one contractually agreed upon, then the Client shall pay The Company fees for each of the Candidates thus hired as stipulated in paragraph 2 above.

6. The Client shall inform The Company of the hiring of any Candidate(s) in accordance with the present terms and conditions within 30 days and, specifically, of the terms and conditions of the employment contract agreed to by the Candidate(s) hired.

7. If the Client or the initial Candidate cancels the employment contract during the rebate period (3 months of joining date), the client will be entitled to a refund if there is no suitable replacement, based on the following:

If the candidate leaves within 1 month - full refund

If the candidate leaves on the second month - 2/3 cost refund

If the candidate leaves on the third month - 1/3 cost refund

This is subject to the following:

a) all sums due by the Client have been paid in accordance with the present general terms and conditions,

b) the Client has provided 7 days notice to The Company

c) the Client or one of its subsidiaries or an other company of the group has not hired the Candidate within a period of 12 months following the end of the contract.

d) the end of the contract is not a result of an economic lay-off or from a modification of the position (or of the function) exercised by the

Candidate or from a restructuring by the Client.

e) the position is identical.

8. The Client shall be responsible for all medical examinations and for all steps necessary in obtaining work permits or authorizations for the Candidate. Furthermore, the Client shall ensure that they are in perfect accordance with all employment legislation in effect.

9. The Company shall use its best efforts to ensure the aptitude of the Candidates introduced to the Client and to maintain a high quality of service and integrity, but it does not guarantee expressively or implicitly the aptitude of the Candidates introduced to the Client

10. The Company is not liable to the Client for any damage, loss, expenses, disputes or spending suffered or incurred by the Client inconnection with the recruiting or hiring of Candidates by the Client.

11. The Company shall use its best efforts to honour the agreement but refrains from a commitment to deliver the anticipated result.

12. All invoices that remain unpaid after the payment term, will be subjected to a compensation of 10%

13. The Client will:

(a) comply, and procure that its employees comply with all applicable laws, rules and regulations relating to anti-bribery and corruption and commits that neither it nor any of them has or will offer, promise, give or agree to give any person, or accept or agree to accept from any person, whether for itself or on behalf of another, any gift, payment, consideration, facilitation payment, financial or non-financial advantage or benefit of any kind which is illegal or corrupt under the laws of any country (together a "bribe"), directly or indirectly in connection with this Agreement or any other agreement existing now or in the future with Resourcing Solution Consultants; and

(b) promptly report to Resourcing Solution Consultants any request, demand or offer for any bribe in connection with the performance of this Agreement; (the "Anti-Corruption Obligation").