Terms and Conditions

TERMS AND CONDITIONS XTP SRL

General Provisions

1 Agreement

1.1 Unless otherwise agreed in writing, any service provided by XTP (including, among others but not limited to: any offer/spontaneous presentation/ recruitment of a candidate/provision of an executive) is subject to these general conditions (hereinafter: the "General Conditions").

1.2 These General Conditions apply, among other instances, when the Client submits a request to XTP for the search of an Executive, either to be permanently employed by the Client or to provide services to the Client as a temporary worker (hereinafter: the "Mission"), and XTP proposes an Executive to the Client. "Presentation/Present" refers to the communication of information related to the profile of the Executive and data enabling the Client to identify the candidate (hereinafter: the "Presentation" or "Present").

"Executive" refers to any person that XTP proposes to the Client, based on the Mission, either to take up a permanent position with the Client or to provide services to the Client as a temporary worker (hereinafter: the "Executive"). The specific conditions applicable to each category of Executive are regulated respectively in Titles II or III of these General Conditions.

"XTP" refers to the limited liability company XTP SRL registered with the Crossroads Bank for Enterprises in Belgium under number 0800.759.645, as well as any company directly or indirectly linked to it in accordance with the provisions of the Economic Code (hereinafter: "XTP").

1.3 The General Conditions are an integral part of the collaboration agreement (hereinafter: the "Agreement") between the parties. They constitute the entire agreement between the parties and supersede any prior agreements. Any specific conditions in the Agreement between the parties take precedence over the General Conditions.

The General Conditions prevail over the Client's possible (general) conditions.

1.4 Within 10 calendar days of receiving the Agreement and the General Conditions, the Client will return the signed duplicate to XTP for approval. Failing this, any act by the Client leading to collaboration, directly or indirectly, with the candidate proposed by XTP will be considered as acceptance of the Agreement and the General Conditions.

2 Duration

2.1 The Agreement between the Client and XTP commences on the date of signing the Agreement, the date indicated in the Agreement, or the date on which the Client performs an act resulting in collaboration, directly or indirectly, with the candidate proposed by XTP, and has a duration of twelve months, unless otherwise stipulated in the Agreement. The Agreement is not terminated prematurely when a search/a vacant position is filled by an Executive/a specific function is occupied and remains in force for 12 months following the signature.

2.2 An offer is only valid for the agreements mentioned in the Mission. The validity period of an offer is 14 calendar days.

3 Payment Conditions

3.1 All prices are exclusive of VAT and other taxes and levies. Unless agreed otherwise, all prices are in euros, and the Client must make all payments in euros. XTP's invoices are payable upon receipt, net and without discount, unless otherwise agreed in writing. In the case of payment other than by bank transfer, direct debit, or cheque, collection costs are borne by the Client.

3.2 If the Client remains in default of payment of the invoice after the due date, XTP has the right to unilaterally suspend the execution of the Agreement until all payments have been made. In the event of non-payment within the agreed payment period, the amount of the invoice will be automatically and by operation of law increased by an interest rate of 12% per year, without prior notice being required. In addition to the case of non-payment of the invoice after the due date, a fixed indemnity will be claimed automatically and without prior notice for:

• for extrajudicial costs: 15% of the amount of the invoice with a minimum of €125.00;

• for legal costs: the costs described in Article 1017 of the Judicial Code, including the procedural indemnity.

During the term of the Agreement and up to one year after XTP's Presentation of an Executive, the Client may not enter into an employment relationship, directly or indirectly, with the Executive proposed by XTP, after the Client has previously rejected the Executive or after the latter has previously rejected. By "Executive," in this article, any Executive selected by XTP and presented to the Client, who meets the specific requirements of the vacant position published by the Client, is meant. In the event of the Client's non-compliance with the above-mentioned prohibition, the Client will immediately owe XTP a poaching fee amounting to the Remuneration, increased by 25%, which will be invoiced to the Client. In case the amount of the gross annual salary package of the Executive is higher than 60,000 EUR, the poaching fee would be equal to 25,000 EUR.

Partial payments are always accepted subject to all reservations and without prejudicial acknowledgment, and are allocated primarily to the legal costs incurred, then to the due interest, then to the indemnity clause, and finally to the principal.

3.3 The Executive is not authorized to collect invoices.

3.4 All claims regarding invoices must reach the registered office of XTP within 8 calendar days from the invoicing date by registered letter with a motivated statement. After this period, the claim is inadmissible, and the invoice is considered accepted.

3.5 The possibility for the Client to suspend its payment obligations is explicitly excluded, as well as the possibility for the Client to proceed with the set-off of mutually owed amounts.

3.6 If, in accordance with the Agreement or for any other reason, a credit note must be issued to the Client, it will only be issued if the following conditions are cumulatively met:

• The Client has paid all overdue invoices;

• The Client's request for a credit note must be made in writing and no later than within 18 months of the last service to which the credit note relates.

4 Discrimination

4.1 In accordance with Collective Labour Agreement 38 quater of 14/07/1999, Executives must not be treated discriminately. XTP does not practice discrimination. XTP selects and proposes Executives based on their skills and qualifications, considering only the Client's objective and realistic requirements in the search for the suitable Executive.

5 Secrecy and Confidentiality

5.1 XTP expressly undertakes to keep strictly confidential all confidential information provided by the Client to its employees under the Agreement. Any presentation of an Executive by XTP is confidential. The Client must treat information regarding candidates/Executives confidentially and may not disclose it to third parties, not even to affiliated companies, without the written permission of XTP. In case of a breach of this article, the Client will be required to pay damages of €10,000 per violation, without prejudice to XTP's right to claim higher compensation in the event of proven higher damage.

5.2 The Client is prohibited from disclosing the Agreement, including the rates, to third parties (including companies affiliated with the Client), without the written permission of XTP.

5.3 The Client is free to make arrangements directly with the Executive to preserve the confidentiality of confidential information or for the processing of personal data received by the Executive during their employment with the Client.

6 Liability

6.1 The Client acknowledges that all obligations to which XTP commits to the Client, under the Agreement and these General Conditions, are obligations of means and not results.

XTP is only liable if the Client proves that XTP has not fulfilled its obligations under the Agreement due to incorrect behavior. Any possible compensation will be limited to the proven direct damages resulting directly and immediately from this incorrect behavior of XTP. XTP will not be liable in any case for indirect damage suffered by the Client. XTP's total liability will in any case be limited in accordance with Articles I.5 and II.5 of the General Conditions.

6.2 The Client is obliged to immediately report in writing to XTP any defects or shortcomings, and no later than within 8 calendar days following its discovery. If the Client wishes to exercise any possible right to compensation, it must notify XTP by registered letter within 6 months of the occurrence of the alleged fault, failing which this right will lapse.

6.3 XTP is not liable for the delay or non-performance of its obligations under the Agreement if the (correct) execution of the Agreement has become difficult due to circumstances beyond its control, including but not limited to: fire, flood, unavoidable accidents, binding public measures, pandemic, etc. These circumstances suspend the Agreement between the Client and XTP. XTP makes every effort to ensure continuity and the fulfillment of its obligations as soon as possible.

7 Poaching Prohibition

7.1 Regarding the Executive: Without XTP's authorization, the Client is not allowed, in the case of temporary work before the expiration of the imposed minimum working days period and in the case of Recruitment & Selection within one year after the Presentation of the Executive, to establish an employment relationship with the Executive, either directly or through third parties, nor to employ the Executive directly or indirectly. The establishment of an employment relationship with the Executive includes the conclusion of an employment contract by the Client with the Executive, the provision of the Executive to the Client by a third party (including another temporary employment agency), the conclusion of a service contract with the Executive or a third party who hired the Executive for this purpose, the performance by the Executive of services on an independent basis, the conclusion of a training contract in which the Executive is trained in the Client's company (including CFI contract), the establishment of an employment relationship between the Executive and a third party, in which the Client and the third party belong to the same group, are the parent or subsidiary of each other, are affiliated or associated companies, have the same legally appointed or de facto directors, are established at the same address, or have the same operational headquarters.

7.2 Regarding XTP's permanent employees: The Client undertakes not to establish an employment relationship with a permanent employee of XTP or a company affiliated with XTP. The establishment of an employment relationship with an employee includes the conclusion of an employment contract with an employee, the provision of the employee by a third party, the conclusion of a service contract with the employee or a third party who has hired the employee, the performance by the employee of services on an independent basis, the conclusion of an employment relationship with the employee by a third party belonging to the same group, parent or subsidiary, or having the same legally appointed or de facto directors or being established at the same address or having the same operational headquarters as the Client. Deviation from this article is only possible with the prior written consent of XTP. If the Client acts in violation of the above-mentioned prohibition, during the execution of this Agreement or within a period of 1 year from the end of this Agreement, the Client will owe XTP compensation of €25,000, unless higher damage can be proven by XTP.

8 GDPR

8.1 The Parties declare that they fully comply with European and Belgian regulations regarding privacy and the protection of personal data.

8.2 During the term of the Agreement, an exchange of personal data between XTP and the Client will regularly take place.

In accordance with the Law of July 30, 2018, concerning the protection of individuals with regard to the processing of personal data, aiming to transpose, supplement, and implement European Regulation 2016/679 of April 27, 2016, relating to the protection of personal data, hereinafter referred to as the Privacy Law, XTP is considered the data controller for the Executive's data.

The Client is also considered the data controller for the personal data of the Executive, its own employees, or employees of external companies. The Client processes this data responsibly and in accordance with its legal principles.

XTP and the Client are obliged to process this personal data in accordance with the Privacy Law and related legislation. XTP cannot transfer personal data to the Client except in cases exclusively provided by law. The Client provides all information to XTP regarding applicable legislation justifying their transmission. In the case of authorized transmission, the Client is obliged to take the necessary measures to ensure the security of personal data and to comply with the Privacy Law and related legislation. The Client must ensure that personal data is only transmitted to XTP if the Client authorizes it and if the Client has received any necessary approval from the individuals concerned. The Client indemnifies XTP against any claims from Executives, employees, workers, or third parties against XTP regarding a violation committed by the Client of a provision of this article. Furthermore, the Client will indemnify, if necessary, the expenses incurred by XTP. In its relations with its employees involved in the execution of the Agreement, the Client will take the necessary contractual measures to ensure that these employees are also bound by this obligation. For the execution of the Agreement with the Client, XTP processes the personal data of the Client's contact persons with the necessary accuracy and confidentiality, in accordance with its privacy policy (available https://www.xtp.be/privacy). The Client declares to have read this privacy policy and to be sufficiently informed on the matter.

8.3 Without prejudice to XTP's right to claim higher compensation for actual damage resulting from the violation of the obligations set out in this article, the Client is liable for a fixed compensation of EUR 10,000 in the event of a violation of this article.

8.4 At the request of the Client, XTP may record a job offer in video format on its company website and proceed with public broadcasting. The Client is responsible for the content of the video and guarantees that the individuals featured in the video have given their prior and explicit consent. The Client indemnifies XTP against any potential complaints, of any nature whatsoever, related to the creation and broadcasting of the video job offer.

9 Unpaid Trial

9.1 If the Client wishes a Candidate to undergo an unpaid trial before the conclusion of an employment contract, the Client must adhere to the applicable basic principles. XTP is in no way responsible for the consequences arising from the Client's non-compliance with these principles.

10 Termination

10.1 Without prejudice to XTP's possible right to compensation, XTP may terminate the Agreement with immediate effect and without any termination fee:

• In the event of repeated or serious breaches of contractual obligations (such as delays and/or non-payment of a single installment) by the Client;

• If the Client has requested a payment extension or is in a state of bankruptcy or payment cessation, or if its credit is compromised, or if it is manifestly insolvent;

• In the event of the dissolution and/or liquidation of the Client's company;

• If all or part of the Client's assets are subject to an execution seizure and/or a conservatory seizure at the request of a creditor or in the case of other enforcement or conservatory measures concerning the Client's assets;

• In the event of evidence or serious suspicion of fraud by the Client;

• If the Client refuses to provide the requested information or if the Client provides or has provided incorrect and/or false information;

• In the event of a change in control or management of the Client;

• If the Client fails to comply with its legal obligations;

• If the Client fails to fulfill its obligations under the Agreement or the General Conditions.

10.2 In accordance with Articles 1226 and following of the Civil Code, the Client who unilaterally and anticipatorily terminates the Agreement is required to pay a fixed compensation equal to the amount XTP would have invoiced if the Agreement had been fully executed, with a minimum of EUR 125.00 per calendar day/per Executive. Such termination is deemed to occur in case of the Client's non-compliance with the legal obligations incumbent upon it or in the event of incorrect information provided by the Client at the time of the conclusion of the Agreement. XTP reserves the right, however, to claim higher damages insofar as it can prove the extent of the damage.

11 Miscellaneous

11.1 These General Conditions may not contain any deletions and take precedence over all other conditions. Any modification, derogation, or change in the Mission that results in a modification of the scope or complexity of the Mission must be the subject of a separate written agreement between XTP and the Client. The General Conditions are always attached to the Agreement and are mentioned on each invoice issued by XTP. Unless otherwise agreed in writing, the payment of an invoice from XTP constitutes confirmation of the acknowledgment and acceptance of the General Conditions. This also applies to unpaid invoices that have not been contested within 8 days.

11.2 If a provision of the Agreement or the General Conditions is void, invalid, or unenforceable, this will not affect the applicability of the other provisions. The void or unenforceable provision will be deemed replaced by another valid and enforceable provision that comes closest to the original intention of the parties, as permitted by applicable law.

11.3 Belgian law applies to the Agreement and the General Conditions. In the event of a dispute and/or default of payment, only the courts of the Nivelles district have jurisdiction.

11.4 The parties acknowledge that an ordinary electronic signature has the same evidential value as a qualified electronic signature.

Special Provisions Temporary Work

1 Application

1.1 The provisions of Title I apply to the extent that XTP's mission is to make Executives available to the Client as temporary workers in accordance with the law of 24/07/1987 on temporary work, temporary labor, and the placement of workers at the disposal of users.

In case of conflict between the provisions of Title II and other articles of these General Conditions, the provisions of Title II prevail.

2 Purpose

2.1 XTP undertakes to make every effort – within reasonable limits – to provide the Client with a suitable Executive candidate.

3 Client Obligations

3.1 The Client undertakes to communicate in writing to XTP, at the beginning and throughout the duration of the Agreement, all necessary information for the execution of the Agreement. Any change concerning information related to the employment of an Executive must be communicated to XTP immediately and no later than 4 hours – and always before the start of employment. This certainly applies, among other cases, to the reason for using temporary employment and the presence or absence of a union delegation; regarding the fixed staff's remuneration conditions, including bonuses and various benefits customary in the Client's company, as well as the terms of allocation; concerning activities, tasks to be performed, location of assignment, workplace, required professional qualifications, results of risk assessment, medical supervision, and personal protective equipment; regarding possible strike or lockout situations or other forms of temporary unemployment; concerning economic unemployment, in which the Client must inform XTP in advance and within legal deadlines; concerning a possible workplace accident; concerning the operation of Dimona, for which all information must have been transmitted before the start of the Executive's provision; concerning the late arrival or absence of Executives; concerning bad weather unemployment; and regarding the non-renewal of a Mission.

3.2 The Client undertakes to observe at least the agreed contractual hours by providing work and remunerating these hours.

3.3 The Client is solely responsible for the consequences arising from the non-transmission of this information or its late, incomplete, or inaccurate transmission. All corrections, late communications, and/or any additional costs incurred as a result will be subject to additional billing to the Client. The Client will indemnify XTP against any third-party claims.

3.4 XTP can only provide Executives to the Client for reasons described in the law of 24/07/1987, namely: temporary work to replace a permanent employee, temporary increase in workload, exceptional work, or to fill a vacant position (influx). The Client is responsible for the correct application of the reasons and deadlines for temporary employment. In the context of these reasons, the Client, in cases provided for by law and the collective labor agreement (CCT), takes care of the necessary authorizations and notifications concerning the employment of Executives. The Client is solely responsible for the absence or incorrect application of reasons, deadlines, admissions, and notifications, indicating the number of hiring attempts in case of an influx. The Client will indemnify XTP for any penalties and/or compensation imposed on XTP for a violation of the law and/or the CCT. In case of inspection or audit, the Client must always cooperate fully and, if desired, provide XTP with evidence and justifications.

3.5 The Client acknowledges that consecutive daily contracts are only allowed if there is a need for flexibility in his company. It is the Client's responsibility to provide proof of the need for flexibility in the case of consecutive daily contracts if legal provisions allow it. If the Client nevertheless uses consecutive daily contracts, contrary to the applicable regulations, XTP will invoice the Client for legal fees and contributions as well as related administrative costs.

3.6 For the influx reason, the Client must inform XTP in writing if a first, second, or third hiring attempt has been made to fill a specific job based on the influx reason. The Executive who, before being hired under the influx reason, terminated an indefinite-term employment contract to reintegrate through temporary employment may be entitled to a one-month employment guarantee. If the Client terminates the contract before the end of this minimum period, the Client must pay XTP the Executive's salary for the remaining duration, in accordance with Articles 28 and 29 of CCT No. 108 of July 16, 2013.

3.7 The Client must inform XTP in writing or electronically if an Executive from another country is made available to a Client established in Belgium. Non-compliance with this obligation is penalized by a criminal or administrative fine per offense and per Executive, as prescribed by the Social Criminal Code (Level 2 sanction). The fines and related administrative costs (including, but not limited to, legal fees, including attorney fees) resulting from this will be borne by the Client and will be invoiced by XTP. This article also applies if, at the Client's request, XTP assigns an Executive abroad. XTP invoices the Client administrative operating costs of EUR 50 for any new detachment request. Administrative operating costs of EUR 50 will also be charged for each extension of an existing detachment. At the Client's request, XTP will do what is necessary to apply for the Single Permit. If the Client has recruited and selected the Executive itself (Payroll), XTP will invoice the Client administrative fees of EUR 250. The Client will bear the payment of any applicable fee itself. If the Client objects to XTP's negative opinion on detaching an Executive to a specific country, the Client assumes full responsibility for any resulting fines.

3.8 The Client must provide XTP with the necessary supporting documents for the payment of employer-specific costs. If, after inspection by the tax authorities or the National Social Security Office (ONSS), a correction must be made, the Client assumes full responsibility. The resulting costs are also borne by the Client and will be invoiced to the Client by XTP.

3.9 The Client cannot use XTP's services in the event of temporary unemployment, strike, or lockout in its company. If so, the Client must immediately inform XTP in writing and no later than 4 hours. The mandatory withdrawal of Executives in these cases does not entitle the Client to compensation from XTP. The Client cannot invoke temporary unemployment for economic reasons in the case of subcontracting to third parties. If the Client does so anyway, the usual salary will be paid and invoiced to the Client by XTP.

3.10 In accordance with Article 10 of the law of 24/07/1987, Executives are entitled to the same gross salary, including indexations and conventional increases, as well as the same bonuses (including retirement bonuses), meal vouchers, eco-vouchers, and other salary elements as if they were permanently employed by the Client. The Client is obliged to provide this salary information to XTP. The Client is solely responsible for the consequences arising from the non-transmission of this information or its late, incomplete, or inaccurate transmission. All corrections and/or costs resulting from this will be subject to additional billing to the Client.

3.11 During the Executive's tenure with the Client, the latter is responsible, in accordance with Article 19 of the law of 24/07/1987, for implementing the provisions of legislation on regulation and protection of labor applicable to the workplace. This means that the Client must treat Executives as if they were permanent employees concerning, among other things, working hours, reduced working hours, compensations, breaks, public holidays, Sunday work, night work, the well-being of the Executive at work, etc.

3.12 Regarding occupational safety and hygiene, the Executive is entitled to protection as if he were a permanent employee of the Client. The Executive can only perform activities described in the job description or, if no job description is required, those described in the special commercial conditions, specifically in the job description, required professional qualification, and the result of the risk assessment. In accordance with the Royal Decree of 15/10/2010, the Client is required, in the cases provided for, to complete the job description and transmit it to XTP before making the Executive available. When drafting this job description, the Client has sought the advice of its prevention service and occupational physician. In accordance with these General Conditions, the Client must communicate, directly and no later than 4 hours, any modification related to the job (examples: tasks to be performed and place of assignment) to XTP. The Client assumes final responsibility (in accordance with Article 11 of the Royal Decree of 15/12/2020) for making work clothes and personal protective equipment available and their cleaning, repair, and maintenance in a normal and ready-to-use condition, even if a different commercial agreement has been concluded with XTP for their supply. As part of the obligation to ensure compliance with legislation on occupational health and well-being concerning the Executive, the Client gives instructions to the Executives it employs and exercises effective employer authority over them.

3.13 When an Executive is involved in a workplace accident, the Client will inform XTP directly, after taking all urgent measures, and provide all necessary information for preparing the accident report. Otherwise, the Client will be held responsible for any potential damages resulting from this negligence. The Client's prevention and protection service investigates any serious workplace accident involving the Executive and contacts XTP's prevention advisor, who will cooperate in the investigation. In the event of a serious workplace accident, the detailed report must be prepared by the internal prevention advisor (Level I or II) or by the external occupational prevention and protection service of the Client, at the Client's expense. As the legal employer, XTP is not authorized to draft this report (Occupational Health and Safety Code, Book I, Title VI, Chapter I). This detailed report must be sent by the Client to the Federal Inspection Service within 10 days of the workplace accident. If an external expert is appointed by the Federal Inspection Service, the Client will bear the costs of this expert. In case of a very serious workplace accident, the Client will inform the Federal Inspection Service as soon as possible.

3.14 The Client must always and at all times cooperate with any investigation conducted

in the event of a workplace accident.

3.15 If XTP's workplace accident insurance recovers from the Client for the compensation paid to the victim of a workplace accident and this recovery does not include the entire cost borne by the workplace accident insurer, XTP will invoice the Client the remaining amount.

4 E-connect

4.1 The Client and XTP enter into a written agreement in accordance with Article 17 of the law of 24/07/1987. The mandatory details, varying by temporary worker, are made available to the Client electronically every week. The Parties agree that these details do not need to be signed each week. The Client undertakes to activate their account themselves through their contact person at XTP. The Parties agree that if the Client does not transmit any written remarks to XTP within five working days of the electronic contract being sent, this contract is deemed to have been tacitly accepted by the Client.

5 Rates and Invoicing

5.1 The Client is solely responsible for returning the signed Agreement and (supervising) the return of completed and signed service statements. Otherwise, the Client cannot invoke non-signature to the detriment of XTP, and XTP will invoice the Client for services actually performed by the Executive, at a minimum, as contractually agreed. The Client is responsible for supervising and controlling the return of the copy signed by the Executive within 48 hours of sending by XTP.

5.2 By signing the service statement, the Client confirms the accuracy of the services performed and the actual nature of the work provided by the Executive. This signature must be provided immediately after the services described in the corresponding statement, so as not to impede the quick and correct payment of wages by XTP. The Client will not contest the validity of the signature by its employees or representatives. In the case of automatic or electronic processing of services, the Client always agrees to the service data as transmitted to XTP by automated or electronic means, unless expressly stated otherwise in writing. The Client is solely responsible in the event of errors in automated transmission.

5.3 Invoicing is based on the services as indicated on the service statements or as communicated electronically by the Client, with a minimum of the hours requested by the Client, unless fewer hours have been worked due exclusively to the fault of the Executive and if the information obligation under Article II.3 of these General Conditions has been fulfilled. In the absence of service statements (either written and signed or electronic or automatic) transmitted by the Client, invoicing will be based on the services actually performed by the Executive, with a minimum of the hours requested by the Client. In this context, all hours and days not worked but paid by the Client to its permanent staff, such as extra-legal holidays, days off, bridge days, etc., to which the Executive is also entitled, are also considered as services and, as such, invoiced to the Client. The agreed coefficient and/or rate, as well as the cost elements included in the Agreement that determine the coefficient and/or rate, can be unilaterally increased by XTP in the following cases:

• an increase in direct or indirect employer contributions;

• all other possible factors that determine actual wage costs or increase XTP's operating expenses;

• additional charges imposed on XTP by authorities that were not foreseen at the time of the conclusion of the Agreement.

This rate is also unilaterally increased by XTP in the event of an increase in the hourly wage of the Executive due to salary indexing and conventional salary increases that apply to the Client.

Invoicing also includes other salary elements specified in Article I.3 of the General Conditions, plus applicable VAT. For special services (including overtime, team work, night work, Sunday and public holiday work, etc.), the Executive is remunerated in accordance with the law and/or applicable collective labor agreements at the Client. The salary supplement to be paid and salary elements are invoiced to the Client at the same coefficient applied to the Executive's basic salary or the one used to calculate the rate. The DIMONA costs per worked hour are charged to the Client without applying the agreed coefficient. Any adjustment to the hourly wage and/or other salary elements to which Executives are entitled during or at the end of their assignment is also invoiced to the Client.

5.4 XTP invoices in addition: administrative costs of EUR 250 per workplace accident and per Executive. If the workplace accident is subsequently not recognized by the workplace accident insurer, this amount is refunded to the Client by XTP.

5.5 All tax and social benefits arising from the temporary employment contract are due to XTP for the period of temporary employment.

6 Liability

6.1 The civil liability provided for in Article 1384 paragraph 3 of the Civil Code lies with the Client. The Client is therefore solely responsible for all damages caused to third parties by the Executive. It is recommended to include a "temporary employment clause" in the Client's liability insurance. XTP cannot be held responsible for damages inflicted by the Executive on the Client during and following their employment with the latter. XTP's liability is also not engaged in the event of damage, loss, theft, or disappearance of equipment, money, or property entrusted to the Executive. XTP is not responsible for loans or advances, in kind or in cash, that may have been granted to the Executive by the Client. In addition, the recovery of costs resulting from the use, among other things, of the phone for private purposes, meals consumed in the company restaurant, authorized purchases, etc., will be done without the mediation of XTP. XTP is in no way responsible for the consequences of the absence and/or tardiness of its Executives. In any case, XTP's liability is limited to the total amounts invoiced by XTP to the Client in the relevant calendar year. Furthermore, XTP's liability is limited to direct damages that are the immediate consequence of the non-performance or incorrect performance of the XTP Agreement. XTP is in no way responsible for business losses or other direct damages suffered by the Client, such as damages due to loss of profit, missed savings, and/or the application of penalty clauses.

6.2 In accordance with the law of March 26, 2018, relating to the strengthening of economic growth and social cohesion, employers who employ workers working in real estate may, under certain conditions, be exempted from paying all or part of the withholding tax of these workers. The Client is responsible for keeping evidence for a period of 7 years. In case the Client provides incorrect and/or incomplete information to XTP, and if XTP suffers damage as a result, XTP shall be entitled to claim compensation from the Client.

7 Poaching Prohibition

7.1 In the event of early poaching: if the Client establishes an employment relationship with the Executive for the same or a different position before the end of a minimum period of 125 working days performed on assignment within 12 months following the last employment contract between XTP and the Executive, without XTP's involvement, the Client will pay XTP, as a poaching fee for each poached Executive, an amount equal to 25% of the gross annual salary of the concerned Executive, unless otherwise agreed in writing. The minimum period applies to each Executive separately. The poaching fee above is fixed on a lump sum basis based on the mutual agreement between the Client and XTP, under which the damage suffered by XTP is based, in particular, on the costs that the Client would have to incur for the prospecting, selection, and evaluation of an employee with the same qualifications, as well as the corresponding loss of profit, and without prejudice to XTP's right to prove that the damages incurred exceed the aforementioned amount. The same provision applies if the Presentation has never been followed by effective employment through XTP and the Client enters into an employment relationship with the Executive for the same or another position within 12 months following the date of the Presentation.

7.2 The Client is also liable for this poaching fee if XTP, before the end of the minimum period of 125 working days performed on assignment, has to terminate the assignment:

• due to the Client's non-compliance with an obligation incumbent upon it, in accordance with the agreements in force between the Client and XTP or Belgian and European legislation and regulations;

• if the Client is in a situation of bankruptcy, dissolution, liquidation, or if the Client is notoriously unable.

7.3 The Client will also be liable for this poaching fee if the Executive enters into an employment relationship with the Client at the end of the assignment, provided that fewer than 125 working days have elapsed between the first day of the assignment and the first day of the employment relationship with the Executive. The Client undertakes to inform XTP in writing in advance of its intention to establish an employment relationship with the Executive.

7.4 This poaching fee is also due if the assignment of the Executive must be interrupted because the maximum duration of the temporary employment contract specified in the law or collective labor agreements has been reached without the minimum period of 125 working days on assignment being performed, and the Client establishes an employment relationship with the Executive.

7.5 Definitions :

The term "Executive" refers to the Executive selected by XTP and made available to the Client under a temporary employment contract, and the candidate-Executive proposed by XTP to the Client. The term "gross annual salary of the Executive" means, if the Executive has already worked: the last applicable hourly salary x the average number of hours per week applicable in the Client's sector x 4.33 x 13.92 x the number of days remaining to be worked/125. If the Executive has not yet worked: the applicable salary at the Client for the position concerned (with at least the Client's collective bargaining agreements) x the average number of hours per week applicable in the Client's sector x 4.33 x 13.92. In any case, the gross annual salary is increased by all fringe benefits such as, but not limited to, meal vouchers, eco-vouchers, mobile phones...

7.6 This article does not apply to "payroll employees", i.e., employees who have been brought, selected, and hired by the Client without XTP's involvement.

Recruitment and Selection

1 Application

1.1 The provisions of Title II apply to the extent that XTP's services consist of recruiting and selecting candidates in response to a recruitment and selection request from the Client, with the aim of establishing a direct employment relationship between the Client and the Executive. In the event of a conflict between the provisions of Title III and other articles of these General Conditions, the provisions of Title III prevail.

2 Purpose

2.1 XTP undertakes to do everything possible – within reasonable limits – to select a suitable Executive for the Client to allow them to enter into a direct employment relationship with the Executive.

3 Client Obligations

3.1 The Client provides XTP with all necessary information for an optimal recruitment and selection process. The Client undertakes to always provide correct and precise information and to immediately report any significant changes to XTP, within a maximum period of 4 hours.

4 Rates

4.1 XTP operates, in terms of recruitment and selection services, on a "no cure, no pay" basis.

The Client is only obliged to pay a fee (hereinafter: "Fee") if an Executive proposed by XTP is actually retained by the Client, who enters into an employment relationship, of any nature, with the Executive proposed by XTP.

4.2 The Fee due in the event of effective employment is determined in the Agreement and is calculated based on the Executive's gross annual salary. It includes:

• the gross annual salary, calculated on the basis of 13.92 months (12 months in the case of independent collaboration between the Executive and the Client) before deduction or withholding of social security contributions;

• net costs, benefits of any kind, commissions, meal vouchers, guaranteed or variable (target-related) bonuses, group insurance, hospitalization insurance;

• the advantage resulting from the use of a company car will be estimated at EUR 750 per month.

4.3 The Client undertakes to send a copy of the salary proposal to XTP every time it is sent to the Executive. In addition, the Client will always provide XTP with a copy of the final contract with the Executive so that XTP always has correct and precise information about the Executive's gross annual salary.

4.4 The Fee is flat-rate and includes all recruitment and selection costs incurred by XTP in the performance of its mission. XTP will not charge any fees other than the Fee. Only travel and/or accommodation expenses abroad incurred by XTP and the Executives in the context of the recruitment and selection procedure will be charged separately to the Client, provided that the Client has previously agreed to these travel and/or accommodation expenses abroad. These costs will be reimbursed by XTP to the Executives. XTP will then invoice these costs to the Client, who will reimburse them to XTP.

4.5 All amounts are exclusive of VAT. The Fee is due from the moment the Client enters into an employment relationship of any kind with the Executive for themselves, through third parties, and/or for third parties.

4.6 Any agreements in the Agreement regarding the credit of the Fee in case of early termination do not apply in case of force majeure or interruption by the Client for economic reasons. The guarantee settlement applies only to terminations motivated in detail, related to the qualifications, professional aptitude, or conduct of the Executive proposed by XTP and reported to XTP by the Client, within ten working days following the dismissal of the Executive. In this case, XTP will credit (in part) the Fee, as stated in the Agreement.

5 Liability

5.1 The Client is responsible for the final selection of the Performer. XTP will not be liable if it turns out that the Performer does not meet the Client's requirements or expectations, unless this is demonstrably the result of acts or negligence contrary to the provisions of Article II.2 of the General Conditions on the part of XTP. In any case, XTP's potential liability is limited to the proven direct damage to the Client and, at most, half of the Remuneration invoiced or to be invoiced to the Client in the context of the assignment.

5.2 XTP will never be responsible for damages and/or losses, including indirect damages:

• Arising from (a) errors in references, professional experience, skills, or the personality of the Performer, (b) any possible failure of the Performer to meet legal, medical, or ethical obligations, (c) the use of false information or omission of information by the Performer;

• Resulting from acts and/or negligence of a Performer proposed by XTP with whom the Client has entered into any kind of employment relationship.

6 Prohibition of Poaching

During the term of the Agreement and up to one year after XTP presents a Performer, the Client shall not enter into an employment relationship, directly or indirectly, with the Performer proposed by XTP, whether the Client has previously rejected the Performer or the Performer has previously rejected the Client. By "Performer," in this article, it is meant any Performer selected by XTP and presented to the Client who meets the specific requirements of the vacant position posted by the Client. In the event of non-compliance by the Client with the above-mentioned prohibition, the Client shall immediately owe XTP a poaching indemnity equal to the Remuneration, plus 25%, which will be invoiced to the Client. In case the annual gross salary package of the Performer exceeds 60,000 EUR, the poaching indemnity would be equal to 25,000 EUR.