Definitions and Preliminary "TjobsEU" meaning Tjobs Services BV, a company registered at the Dutch Chamber of Commerce with registration number 65033558; "Customer" the entity as registered on Tjobs.eu as the company that employs RTW candidates; "Recruiter" meaning the individual employed by the Customer, with an assigned recruiter account on Tjobs.eu; "Employment" means any contract under which the Candidate agrees to provide services to or for the Customer or at or under the Customers' direction whether full-time or part-time, and whether under a contract of service or for services (self-employed), or under an agency, licensee, franchise, commission only, or otherwise. "Employ" and "Employed" shall be construed accordingly; "Exclusive Access" or "EA" means the online service delivered by Tjobs.eu for recruiters to access Tjobs.eu and to use the services; "Job-Post" means a job description for each employment opportunity provided by the Customer to Tjobs.eu; "MyPromotion" or "SMP" means the service delivered by the Tjobs.eu to promote a recruiter's' job opening on social media; "Form a Team" means the service of matching candidates to other candidates that indicated they are willing for form a team; "Smart Shortlist" means the personalized introduction of RTW candidates that match your job-posts; "ReadyToWork candidate" or "RTW" means any Candidate who is referred or about whom contact details are supplied to the Customer; "Status" meaning the qualification given to the ReadyToWork candidate by the Customer on the profile of the candidate; "Candidate Satisfaction Survey" meaning interviews taken with candidates and reported in your TjobsEU account; "Fee" meaning the fee to be paid by the Customer to TjobsEU as agreed in our signed agreement; "T-standard" meaning these terms and conditions set out below which shall govern the services provided to the Customer. 1. Services 1.1 TjobsEU provides the Customer with the services as described in our signed agreement according to the T-standard guidelines. 2.1 Rights and obligations of TjobsEU 2.1.1. Promote and advertise the Customers' job-posts on Tjobs.eu; 2.1.2. Deliver support to the Customer regarding the use of the services as agreed upon; 2.1.3. On the introduction of a RTW candidate, TjobsEU shall inform the Customer of such matters specified in clause 2.1.2.; 2.1.4 Ensure confidentiality of all information received from the Customer are fully and accurately completed by the Customer and shall not, except for the sole purpose of carrying out its rights and obligations under the T-standard, divulge or use, directly or indirectly, for its own benefit or for the benefit of any person, firm or company other than the Customer; 2.1.5 Notwithstanding clauses 2.1.2. and 2.1.3., Tjobs.eu recommends that the Customer makes all offers of Employment to RTW Candidates subject to the Customer receiving satisfactory references, which should be taken up by the Customer directly with the RTW candidate. The Customer shall satisfy itself as to the suitability of the RTW candidate and the Customer shall take up any references provided by the RTW candidate to it or TjobsEU before engaging such candidate. 2.1.6 The Customer is responsible for obtaining any permissions for the RTW candidates to work in the country in which the RTW candidates are to be Employed by the Customer as required; for the arrangement of medical examinations, qualifications or permission required by law of the country in which the RTW candidate is to be Employed by the Customer. Tjobs.eu shall not be liable for any loss, damage or expense suffered by the Customer arising from or connected with the Referral of, and the signing of an Employment agreement with, the RTW candidate, and the Customer shall indemnify and keep indemnified the TjobsEU against any claims, costs and other liabilities arising out of the Referral howsoever arising and by whomsoever made. 2.1.7 TjobsEU strives to maintain the T-standard of integrity and efficiency of service levels. Introductions of RTW candidates are made on the basis that TjobsEU shall not be liable to the Customer for any loss, liability, damages, costs, claims or expenses suffered or incurred by the Customer as a result of the negligence, dishonesty or misconduct of the RTW candidate or arising from, or connected with, the Employment of a RTW candidate or the failure to introduce a suitable candidate. Nothing in our T-standard shall be taken as limiting or excluding TjobsEU's liability for death or personal injury caused by its negligence, fraudulent misrepresentation, or where liability might otherwise not be validly limited or excluded at law. 2.2. The Customer undertakes to: 2.2.1 Enable TjobsEU to comply with its obligations under clause 2.1.1 to 2.1.7 by submitting a Job-Post on Tjobs.eu in a timely manner. 2.2.2 Pay TjobsEU the Fee for the Services as set out in our signed agreement. 2.2.3 Shall inform TjobsEU by changing the Candidate's status : (i) it has selected a RTW Candidate in order to Employ him/her, within 3 calendar days of such a selection (HIRED or REFUSED); (ii) it has Employed any of the RTW Candidates, along with the starting date of such Employment and any other subsequent changes thereof, within 3 calendar days as of the conclusion of such Employment or of changes thereof; (iii) it has given any termination notice (Out of Service) to any of the Employed Candidates, until the last working day of that month; (iv) any of the RTW candidates is going to be terminated, for any reason, until the last working day of that month; and/or (v) it has decided to not Employ any of the RTW Candidates and provide TjobsEU with the reasons for such a refusal, in 2 calendar days of such a decision, but no later than 3 calendar days following the submission by TjobsEU to the Customer of the RTW candidates' Lists. 2.2.4 Provide exclusively through TjobsEU any terms of Employment to be concluded by the Customer with any of the RTW candidates. 2.2.5 Not contact Candidates from TjobsEU in order to conclude any terms of Employment outside the scope of its agreement with TjobsEU. 2.2.6 Ensure confidentiality of all information received from TjobsEU in respect of each RTW Candidate and shall not, except for the sole purpose of carrying out its rights and obligations under the T-standard and the agreement between TjobsEU and the Customer, divulge or use, directly or indirectly, for its own benefit or for the benefit of any person, firm or company other than TjobsEU, any such information; 2.2.7 Shall provide to TjobsEU with such information as may be necessary and appropriate concerning the regulations and formalities relating to the selection of candidates to work in another country and will be responsible for ensuring the accuracy and authenticity of that information. 2.2.8 Shall ensure that all candidates will be employed in accordance with employment regulations within the country where he/she will work. 2.2.9 Shall take all necessary steps to procure all formal documentation of whatever nature, required in the country where employment will take place for the passage and registration of candidates. 2.2.10 Shall ensure that proper accommodation is organized for each candidate before departure to the country where the candidate will work. 2.2.11 Shall ensure that the candidates are informed on working conditions, holiday- and safety regulations and protection measures.. 2.2.12 Shall provide to TjobsEU, with regard to candidates, details of employment opportunities within the country where the work will take place for each job opportunity; the physical qualities, personal skills, qualifications and experience required and information relating to the remuneration and benefits offered. 3 Service fees 3.1 Our agreement sets out the Fee which the Customer agrees to pay in respect to services provided. 3.2 The Fee does not include coverage of travel expenses of the RTW candidate. If in any case, both the RTW candidate and Employer made travel arrangements, TjobsEU is not liable for travel expenses. 3.3 The Customer pays the agreed fee for as long as the candidate provided by TjobsEU works on the Customer's payroll or on the payroll of an affiliated partner of Tjobs.eu or Customer, even if the contract between the Customer and TjobsEU was terminated. 3.4 TjobsEU invoices its services fees in EURO and the Customer is bound to pay issued invoices within 14 business days. 4. Warranties 4.1 The Customer warrants that it complies with employment law and that any requests submitted to TjobsEU are accurate. 4.2 The Customer warrants that it has the capacity required to enter into and perform the obligations set out in the T-standard and any terms of Employment thereof and that, on the entering into the T-Standard, no dissolution or bankruptcy procedure is commenced against it. 5. Tjobs.eu's Exclusive Rights 5.1 The Customer acknowledges that TjobsEU is the exclusive owner of any and all rights, including but not limited to any sui-generis rights or other similar rights over Tjobs.eu. 6. Termination The T-standard will be terminated (a) on the expiry of its duration; (b) by any of the Parties, following a breach of the other Party's obligations, in one month after the Party has informed in writing the other Party of such a breach; (c) by any of the Parties, for any reason, following a prior written notice submitted to the other Party with at least thirty (30) calendar days before the envisaged termination date. 7. Notices Any notice or other communication in connection with the T-standard and/or the Agreement shall be in writing, in English language, and delivered by secured email or courier, at the following addresses: Tjobs Services B.V. Grevensweg 9, 8085 PZ in Doornspijk, the Netherlands 8. Governing Law The Service Agreement and the Terms of business shall be governed by and construed in accordance with Dutch law. 9. Disputes Any dispute arising out of or connected with the Agreement and / or the T-Standard/Terms of Business, including a dispute as to their validity or existence, shall be resolved by the competent Dutch courts. Processor agreement The non-TjobsEU legal entity accepting the Clauses - the "Data Exporter" and Tjobs Services B.V. - the "Data Importer" each a "party"; together "the parties", Have agreed on the Contractual Clauses (the "Clauses") with respect to the EU directive 2016/679 in order to adduce adequate safeguards with respect to the protection of privacy and fundamental rights and freedoms of individuals for the transfer by the Data Exporter to the Data Importer of the personal data specified in Appendix 1. The Clauses including Appendix 1 are effective from the date the non-TjobsEU entity has both: (i) executed an Agreement or is otherwise an authorized customer affiliate under such Agreement; and (ii) clicked to accept these Clauses. An "Agreement" means an identity agreement entered with TjobsEU, part of Tjobs Services B.V., as applicable. If you are accepting on behalf of the Data Exporter, you represent and warrant that: (i) you have full legal authority to bind your employer, or the applicable entity, to these terms and conditions; (ii) you have read and understand the Clauses; and (iii) you agree, on behalf of the party that you represent, to the Clauses. If you do not have the legal authority to bind the Data Exporter, please do not accept the terms below. The parties agree that where Data Exporter has been presented with these Clauses and clicked to accept these terms, such acceptance shall constitute execution of the entire of the Clauses by both parties, subject to the effective date described above. Clause 1 - Definitions For the purposes of the Clauses: 'personal data', 'special categories of data', 'process/processing', 'controller', 'processor', 'Data Subject'; 'the Data Exporter' means the controller who transfers the personal data; 'the Data Importer' means the processor who agrees to receive from the Data Exporter personal data intended for processing on his behalf; 'the Sub processor' means any processor engaged by the Data Importer or by any other sub processor of the Data Importer who agrees to receive from the Data Importer or from any other sub processor of the Data Importer personal data exclusively intended for processing activities to be carried out on behalf of the Data Exporter after the transfer in accordance with his instructions, the terms of the Clauses and the terms of the written subcontract; 'the applicable data protection law' means the legislation protecting the fundamental rights and freedoms of individuals and, in particular, their right to privacy with respect to the processing of personal data applicable to a data controller in the Member State in which the Data Exporter is established; 'technical and organizational security measures' means those measures aimed at protecting personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing. Clause 2- Details of the transfer The details of the transfer and in particular the special categories of personal data where applicable are specified in Appendix 1 which forms an integral part of the Clauses. Clause 3- Third-party beneficiary clause The Data Subject can enforce against the Data Exporter this Clause, Clause 4, Clause 5, Clause 6 ,Clause 7, Clause 8, and Clauses 9 to 12 as a third-party beneficiary. Clause 4 - Obligations of the Data Exporter The Data Exporter agrees and warrants: that the processing, including the transfer itself, of the personal data has been and will continue to be carried out in accordance with the relevant provisions of the applicable data protection law and does not violate the relevant provisions of that State; that it has instructed and throughout the duration of the personal data processing services will instruct the Data Importer to process the personal data transferred only on the Data Exporter's behalf and in accordance with the applicable data protection law and the Clauses; that the Data Importer will provide sufficient guarantees in respect of the technical and organizational security measures; that after assessment of the requirements of the applicable data protection law, the security measures are appropriate to protect personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing, and that these measures ensure a level of security appropriate to the risks presented by the processing and the nature of the data to be protected having regard to the state of the art and the cost of their implementation; that it will ensure compliance with the security measures; that, if the transfer involves special categories of data, the Data Subject has been informed or will be informed before, or as soon as possible after, the transfer that its data could be transmitted to a third country not providing adequate protection; to forward any notification received from the Data Importer or any Sub processor pursuant to Clause 5(b) and Clause 8(3) to the data protection supervisory authority if the Data Exporter decides to continue the transfer or to lift the suspension; to make available to the Data Subjects upon request a copy of the Clauses, and a summary of the security measures, as well as a copy of any contract for sub-processing services which has to be made in accordance with the Clauses, unless the Clauses or the contract contain commercial information, in which case it may remove such commercial information; that, in the event of sub-processing, the processing activity is carried out in accordance with Clause 11 by a Sub processor providing at least the same level of protection for the personal data and the rights of Data Subject as the Data Importer under the Clauses. Clause 5 - Obligations of the Data Importer The Data Importer agrees and warrants: to process the personal data only on behalf of the Data Exporter and in compliance with its instructions and the Clauses; if it cannot provide such compliance for whatever reasons, it agrees to inform the Data Exporter of its inability to comply, in which case the Data Exporter is entitled to suspend the transfer of data and/or terminate the contract; that it has no reason to believe that the legislation to it prevents it from fulfilling the instructions received from the Data Exporter and its obligations under the contract and that in the event of a change in this legislation which is likely to have a substantial adverse effect on the warranties and obligations provided by the Clauses, it will notify the change to the Data Exporter as soon as it is aware, in which case the Data Exporter is entitled to suspend the transfer of data and/or terminate the contract; that it has implemented the technical and organizational security measures before processing the personal data transferred; to deal properly with all inquiries from the Data Exporter relating to its processing of the personal Data Subject to the transfer and to abide by the advice of the supervisory authority with regard to the processing of the data transferred; that, in the event of sub-processing, it has previously informed the Data Exporter; that the processing services by the Sub processor will be carried out in accordance with Clause 11; That in case of a data incident, Data Importer informs the Data Exporter within 48 hours; to update its Terms of service if any new Sub processor agreement is concluded. Clause 6 - Liability The parties agree that any Data Subject, who has suffered damage as a result of any breach of the obligations referred to in Clause 3 or in Clause 11 by any party or Sub processor is entitled to receive compensation from the Data Exporter for the damage suffered. The fee is determined on the number of candidates that are selected through Tjobs.eu and hired by the client but were not registered as such. The hours/weeks of employment multiplied with the fee per candidate is invoiced by Tjobs Services B.V. Clause 7 - Mediation and jurisdiction The Data Importer agrees that if the Data Subject invokes against it third-party beneficiary rights and/or claims compensation for damages under the Clauses, the Data Importer will accept the decision of the Data Subject; (a) to refer the dispute to mediation, by an independent person or, where applicable, by the supervisory authority; (b) to refer the dispute to the courts in the Member State in which the Data Importer is established. The parties agree that the choice made by the Data Subject will not prejudice its substantive or procedural rights to seek remedies in accordance with other provisions of national or international law. Clause 8 - Cooperation with supervisory authorities The Data Exporter agrees to deposit a copy of this contract with the supervisory authority if it so requests or if such deposit is required under the applicable data protection law. The parties agree that the supervisory authority has the right to conduct an audit of the Data Importer, and of any Sub processor, which has the same scope and is subject to the same conditions as would apply to an audit of the Data Exporter under the applicable data protection law. Clause 9 - Governing Law The Clauses shall be governed by the law of the Member State in which the Data Importer is established. Clause 10 - Variation of the contract The parties undertake not to vary or modify the Clauses. This does not preclude the parties from adding clauses on business related issues where required as long as they do not contradict the Clause. Clause 11 - Sub-Processing The Data Importer shall not subcontract any of its processing operations performed on behalf of the Data Exporter under the Clauses without the prior consent of the Data Exporter. Where the Data Importer subcontracts its obligations under the Clauses, with the consent of the Data Exporter, it shall do so only by way of a written agreement with the Sub processor which imposes the same obligations on the Sub processor as are imposed on the Data Importer under the Clauses. Where the Sub processor fails to fulfill its data protection obligations under such written agreement the Data Importer shall remain fully liable to the Data Exporter for the performance of the Sub processor obligations under such agreement. The provisions relating to data protection aspects for sub-processing of the contract referred to in paragraph 1 shall be governed by the law of the Member State in which the Data Importer is established. The Data Exporter shall keep a list of sub-processing agreements concluded under the Clauses and notified by the Data Importer pursuant to Clause 5, which shall be updated at least once a year. The list shall be available to the Data Exporter's data protection supervisory authority. Appendix 1 to the Standard Contractual Clauses: this Appendix forms part of the Clauses Data Exporter The Data Exporter is the non-TjobsEU legal entity that is a party to the Clauses. Data Importer The Data Importer is Tjobs Services B.V., a provider of a variety of technology services for individuals and businesses. Data Subjects The personal data transferred concerns the following categories of data subjects: individuals about whom data is provided to Tjobs.eu via the Services by or at the direction of Users. Categories of data The personal data transferred concerns the following categories of data: data relating to individuals provided to Tjobs.eu via the Services by or at the direction of Users. Special categories of data (if appropriate) The personal data transferred concerns the following special categories of data: data submitted, stored, sent or received by users. Processing operations The personal data transferred will be subject to the following basic processing activities: Scope of Processing: the Clauses reflect the parties' agreement with respect to the processing and transfer of personal data pursuant to the provision of the Services. Personal data may be processed for the following purposes: to provide the Services and related support services. The Data Exporter instructs the Data Importer to process personal data in countries in which the Data Importer or any of its Sub Processors maintains facilities.. Data Deletion. During the term of the Services Agreement, the Data Importer will provide the Data Exporter the ability to delete the Data Exporter's personal data from the Services in accordance with the Services Agreement. After termination or expiry of the Services Agreement, the Data Importer will delete the Data Exporter's personal data in accordance with the Services Agreement. Access to Data. During the term of the Services Agreement, the Data Importer will provide the Data Exporter with access to and the ability to correct, block and export the Data Exporter's personal data from the Services in accordance with the Services Agreement. Sub-processors. The Data Importer may engage Sub Processors to provide parts of the Services and related technical support services. The Data Importer will ensure Sub Processors only access and use the Data Exporter's personal data to provide the Services and related technical support services and not for any other purpose.