B2B Addendum

06Responsibilities of customer, partner and client

6.1 The customer, partner or client is fully responsible for its own assessment of the suitability of a candidate or professional.

6.2 The party that contracts or actually deploys the professional is responsible for:

• entering into the appropriate agreement with the professional;
• correct payment of salary, rate, remuneration or other entitlements;
• withholding and remitting taxes, premiums and social security contributions where applicable;
• compliance with employment law, tax rules, collective labour agreements and other laws and regulations;
• official identity and right-to-work checks;
• safe and healthy working conditions;
• workplace instructions;
• working hours, schedules, breaks and working-time rules;
• insurance;
• accommodation where applicable;
• transport where agreed;
• local registration where necessary;
• handling complaints from the professional;
• compliance with privacy legislation.

6.3 The customer, partner or client declares that it will act in accordance with the principles of good employership and/or good commissioning practice, including correct payment, safe working conditions, proper treatment, non-discrimination, transparent communication and compliance with applicable laws and regulations.

6.4 To the extent that a partner or client offers accommodation, transport or additional facilities to a professional, that party is fully responsible for their quality, safety, reasonableness, transparency and lawfulness.

6.5 The customer, partner or client indemnifies Candoo Bridge against claims by professionals, candidates, employees, self-employed professionals, regulators, the Dutch Tax and Customs Administration, the Dutch Labour Inspectorate, end clients or third parties relating to the contracting, payment, deployment, accommodation, instruction, workplace, remittances or actual performance of work.

08Introductions, relationship protection and anti-circumvention

8.1 Every introduction by Candoo Bridge is commercially protected.

8.2 Customers, partners, clients, end clients and affiliated parties may not contract, deploy, place onwards, take over or arrange work through a third party for a candidate or professional introduced by Candoo Bridge outside Candoo Bridge, without Candoo Bridge's written consent.

8.3 Relationship protection applies for 24 months after the first introduction of the candidate or professional by Candoo Bridge.

8.4 If, within that period, a candidate or professional performs work directly or indirectly for or through a customer, partner, client, end client or affiliated party, the agreed fee is due to Candoo Bridge, regardless of the contractual form or route through which the work is performed.

8.5 Circumvention includes, among other things:

• direct contracting without the written consent of Candoo Bridge;
• deployment through another group company or affiliated party;
• deployment through another intermediary;
• placement with an end client without notifying Candoo Bridge;
• continuation of work after termination of the cooperation without payment of the fee;
• withholding or incorrectly reporting hours worked;
• placing the professional with a third party to avoid fee arrangements.

8.6 In the event of circumvention, the breaching party owes Candoo Bridge:

• all overdue fees;
• compensation equal to the average monthly fee over the preceding three months, multiplied by the number of remaining months until the end of the 24-month period;
• with a minimum of three months' average fee;
• an immediately payable contractual penalty of EUR 10,000 per candidate or professional per breach;
• without prejudice to Candoo Bridge's right to full compensation, interest and costs.

8.7 If no average monthly fee can yet be determined, the average monthly fee will be calculated on the basis of the agreed minimum deployment of 20 hours per week and the agreed fee per hour worked.

09Fee, minimum deployment and hours worked

9.1 Candoo Bridge is entitled to a fee for every candidate or professional introduced by it who performs work directly or indirectly for or through a customer, partner, client, end client or affiliated party.

9.2 The standard fee is agreed in writing for each customer, partner, client, candidate, professional or project.

9.3 Unless otherwise agreed in writing, the fee applies to all hours worked during 24 months from the candidate's or professional's first working day.

9.4 Hours worked include all regular hours, overtime, weekend hours, night hours, public holiday hours, travel hours if chargeable, training hours if chargeable, and all other hours for which the customer, partner, client or end client receives or owes remuneration.

9.5 Minimum Deployment Commitment. The Customer, Partner or Client that engages or deploys a Candidate or Professional introduced by Candoo Bridge guarantees a minimum deployment of 20 hours per week per Candidate or Professional, unless another minimum has been agreed in writing in the applicable Partner Agreement, Project Agreement or placement confirmation. This commitment applies for the agreed placement period and is a commercial commitment between Candoo Bridge and the relevant Customer, Partner or Client.

9.6 Minimum Fee in the Event of Shortfall. If actual deployment falls below the agreed minimum deployment during the agreed placement period, the relevant Customer, Partner or Client remains liable for Candoo Bridge's fee calculated as if the agreed minimum deployment had been achieved. This minimum fee obligation ends from the date on which the Candidate or Professional is unable to work due to illness or non-work-related incapacity for work, or voluntarily terminates their direct contract or ceases to be available for the placement for reasons not attributable to the Customer, Partner, Client, End Client or working conditions. The minimum fee obligation remains fully applicable where reduced deployment, absence or termination results from insufficient performance of the Candidate or Professional, or from a work-related event, including a workplace accident, unsafe working conditions, inadequate accommodation where provided by the relevant party, discrimination, intimidation, breach of employment obligations, or another circumstance attributable to the Customer, Partner, Client, End Client or an Affiliated Party. Any exception is valid only if agreed by Candoo Bridge in writing. Where the agreed minimum deployment is not achieved, Candoo Bridge will use reasonable commercial efforts to identify within its network a suitable alternative Customer, Partner, Client or employer that may offer the Candidate or Professional an opportunity for the remaining period of their direct contract or agreed placement period. Any alternative placement is subject to availability, suitability, the consent of the Candidate or Professional where required, and a separate agreement between the relevant parties. Candoo Bridge does not guarantee that an alternative placement, employment agreement, assignment, income or minimum number of hours will be available.

9.7 If a customer, partner or client receives or applies a higher rate, allowance, margin or mark-up for certain hours, Candoo Bridge may claim the additional fee recorded in the applicable partner or project arrangements.

9.8 If a customer or partner seeks exclusivity in relation to a candidate or professional, such exclusivity applies only if agreed in writing and the agreed exclusivity fee, minimum fee or buy-out fee is paid in full and on time.

10Time recording, reporting and verification

10.1 The customer, partner or client is responsible for the timely, accurate and complete submission of hours worked.

10.2 Hours must be submitted monthly, no later than five working days after the end of the relevant month, unless otherwise agreed in writing.

10.3 The hours report must contain at least:

• name of the candidate or professional;
• the period to which the hours relate;
• the number of hours worked;
• the type of hours where relevant, such as regular hours, overtime, weekend hours or public holiday hours;
• location or end client where applicable;
• start date and any end date;
• contractual form where relevant;
• any particular details.

10.4 If hours are not submitted in time or in full, Candoo Bridge may invoice on the basis of planning, schedules, earlier averages, the professional's statement, information from the end client or the minimum deployment of 20 hours per week.

10.5 Candoo Bridge has the right to verify, or have verified, the accuracy of time records, deployment data and fee bases to the extent reasonable and necessary.

10.6 The customer, partner or client will cooperate with verification requests from Candoo Bridge and provide relevant information within five working days of the request.

10.7 Corrections to hours or invoices must be notified in writing, with reasons, within 14 days after the invoice date. After that period, the hours and invoice are deemed accepted, unless there are demonstrable manifest errors.

11Invoicing and payment

11.1 Candoo Bridge invoices monthly, unless otherwise agreed in writing.

11.2 Invoices issued by Candoo Bridge must be paid within 14 days after the invoice date.

11.3 Objections to an invoice do not suspend the payment obligation for the undisputed part of the invoice.

11.4 If payment is not made on time, the customer, partner or client is in default by operation of law without any notice of default being required.

11.5 In the event of late payment, statutory commercial interest is due, increased by EUR 150 in administration and collection costs for each invoice paid late.

11.6 All reasonable judicial and extrajudicial costs incurred by Candoo Bridge to obtain payment, performance or compensation are borne by the customer, partner or client.

11.7 Candoo Bridge may suspend its services, introductions, monitoring, data sharing or further cooperation while invoices remain unpaid.

12Anonymised profiles and data sharing

12.1 Candoo Bridge may share anonymised profiles of candidates and professionals with potential customers, partners or clients to assess interest, suitability or market demand.

12.2 Full personal data, such as name, direct contact details, full CV or additional identifiable information, will in principle be shared only where there is a concrete meeting, selection process or placement opportunity and an appropriate legal basis exists.

12.3 Customers, partners and clients may use received candidate and professional data solely for the purpose for which they were provided.

12.4 Candidate or professional data may not be shared with third parties, included in the recipient's own databases, commercially exploited or used for other vacancies, assignments or relationships without the written consent of Candoo Bridge and, where necessary, the candidate or professional.

12.5 Customers, partners and clients must take appropriate technical and organisational measures to secure personal data received.

12.6 If a customer, partner or client independently determines the purposes and means of processing personal data, that party is an independent controller for that processing.

12.7 If a party processes personal data solely on behalf of Candoo Bridge, the parties will enter into a separate data processing agreement.

18Indemnity

18.1 The customer, partner or client indemnifies Candoo Bridge against all claims, fines, additional assessments, demands, costs and losses arising from or related to:

• contracting the professional;
• payment of salary, rate or remuneration;
• tax and social-security remittances;
• employment-law obligations;
• tax qualification of the employment relationship;
• false self-employment;
• official identity or right-to-work checks;
• compliance with collective labour agreements;
• working hours;
• working conditions;
• accommodation;
• transport;
• workplace instructions;
• actual deployment at end clients;
• data processing by the customer, partner or client;
• circumvention of Candoo Bridge.

18.2 The indemnity also applies to claims by candidates, professionals, employees, self-employed professionals, end clients, regulators, the Dutch Tax and Customs Administration, the Dutch Labour Inspectorate and other third parties.