Recruitment Terms of Service

Article 1 - Agreement

Subject to the terms and conditions of this Agreement, the Client agrees to engage LumioPro's services to find candidates for employment. The Client will provide LumioPro with written information about potential or desired employees, including their title, responsibilities, and proposed compensation. This information may take the form of job descriptions, notes, emails, or letters and need not be appended to this Agreement. LumioPro will present the names of individuals for potential employment ("Potential Candidates") based on the Client's specifications. LumioPro may assign its rights and obligations under this Agreement to another party (including but not limited to its subsidiaries or affiliates) in the performance of recruitment services. LumioPro will be responsible for pre-screening Potential Candidates, including an initial review of resumes and initial interviews as reasonably necessary. Upon request from the Client (subject to additional fees, if applicable), LumioPro may conduct background checks, credit checks, and specialised employment tests as needed. The Client retains the sole and final authority regarding the hiring and placement of any Potential Candidates, including all matters related to training, employment authorisation, compensation, and employment rights and obligations.

Article 2 - Fees

The Client agrees to pay LumioPro the fees and costs (collectively, "Fees") for the presentation of Potential Candidates. Please refer to your order form for the fee structure and terms. All amounts referenced in this Agreement shall be in Euros (EUR).

Article 3 - 90-Day Guarantee

If a Candidate voluntarily leaves or is terminated by the Client within 90 (ninety) days from their start date, LumioPro will provide one equally qualified alternative Candidate as a replacement within six (6) months. If a suitable replacement cannot be provided within this timeframe, LumioPro will refund 50% of the placement fee. This guarantee does not apply if:

• The Candidate is dismissed following a layoff, downsizing, or reorganisation of the position;

• The Candidate is dismissed due to the Client’s involvement in a sale or merger;

• The Client has significantly modified the Candidate’s job duties or assigned them to another position;

• The Client does not give LumioPro the exclusive opportunity to replace the Candidate;

• The Client hires a replacement from any source other than LumioPro or is no longer actively seeking to fill the position.

• Nothing in this paragraph relieves or offsets the Recruitment Service Fees owed for the Initial Candidate or any replacement Candidates.

Article 4 - REQUIREMENTS FOR PAYMENT

Payment is due 10 days prior to the Candidate's employment start date with the Client.

Article 5 - RELATIONSHIP OF THE PARTIES

LumioPro is not authorised as an agent, employee, or legal representative of the Client, except for the limited purpose of pre-screening Potential Candidates. The Client shall not have the power to control the activities of LumioPro, whose status shall at all times remain that of an independent contractor.

Article 6 - INDEMNITY

Each Party agrees to indemnify and hold the other harmless against any damage, liability, and loss, including legal fees and costs incurred, as a result of the recruitment services rendered under this Agreement arising out of the fault of the indemnifying Party. This clause does not provide indemnification for the other Party in the event that a competent court of law, rendering a final judgment, holds that bad faith, gross negligence, or willful misconduct of that Party caused the damage, liability, or loss. The Client shall indemnify, defend, and hold harmless LumioPro and its shareholders, directors, officers, managers, employees, contractors, representatives, subsidiaries, affiliates, successors, and assigns (collectively “LumioPro Group”) from any damages, liabilities, losses, claims, demands, and encumbrances arising from or related to:

1. The Client’s business operations;

2. The Client’s use, employment, training, compensation, assignment, and/or workplace environment involving any Potential Candidates placed with or employed by the Client; and/or

3. Any acts or omissions of any Potential Candidates after their placement with or employment by the Client.

Article 7 - TERMINATION

This Agreement may be terminated by either Party upon written notice:

• If the other Party commits a material breach of any term of this Agreement and fails to remedy the breach within ten (10) days of notification;

• If the other Party becomes unable to perform its duties hereunder, including a duty to pay or perform, files for bankruptcy or similar relief, or has substantial assets assigned in trust or receivership for the benefit of creditors;

• If either Party indicates a desire to terminate, for any or no reason, providing 30 (thirty) days' advance written notice.

Upon expiration or termination of this Agreement, the Client shall timely pay all Fees owed for services performed and costs incurred by LumioPro up to and including the applicable date of termination.

Article 8 - NON-SOLICITATION

LumioPro shall not solicit any Potential Candidate presented to the Client who has been offered employment during the term of this Agreement and for a period of one year thereafter, unless the Client withdraws the employment offer or terminates the Candidate’s employment.

Article 9 - NO DISCRIMINATION

The Parties shall not discriminate against any Potential Candidate based on race, national origin, religion, creed, age, sex, sexual orientation, marital status, ancestry, pregnancy or parental status, disability, or veteran status.

Article 10 - GENERAL PROVISIONS

• LANGUAGE: All communications made or notices given pursuant to this Agreement shall be in English.

• ASSIGNMENT: This Agreement or the rights granted herein may not be transferred or assigned by either Party without the consent of the other, except in the case of a merger, consolidation, or business purchase, provided that the successor entity assumes all liabilities and obligations of the transferring Party.

• AMENDMENTS: This Agreement may only be amended in writing, signed by both Parties.

• NO WAIVER: None of the terms of this Agreement shall be deemed waived by any act or acquiescence of either Party. Only an additional written agreement can constitute a waiver of any terms.

• SEVERABILITY: If any provision of this Agreement is held to be unenforceable, the remainder of the Agreement shall remain valid and enforceable.

• ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between the Parties and supersedes any prior agreements.

• HEADINGS: Headings in this Agreement are for convenience only and shall not affect its interpretation.

• COUNTERPARTS: This Agreement may be executed in counterparts, all of which shall constitute a single agreement. If the dates at the end of this document differ, this Agreement is effective as of the date both Parties have signed.

• FORCE MAJEURE: LumioPro is not liable for any failure to perform due to causes beyond its reasonable control, including acts of God, civil authorities, military actions, riots, pandemics, government orders, embargoes, and natural disasters.

• NOTICES: Any notice under this Agreement shall be in writing and sent by first-class mail, airmail, or email to the relevant Party's address set out at the head of this Agreement or another address notified in accordance with this clause. Notices shall be deemed received three working days after posting (for inland first-class mail), seven working days after posting (for airmail), or the next working day after sending (for email). In proving notice was given, it is sufficient to prove the notice was left, or that the envelope was properly addressed and posted, or that the means of telecommunication was properly addressed and dispatched with confirmation of dispatch.