General Terms and Conditions

Translation of the Hungarian document dated 21 November 2023

These General Terms and Conditions (the “GTC”) comprehensively govern the contractual terms of recruitment and subcontractor placement and executive selection (recruitment and selection) services to be performed for the Client by Globefox s.r.o. (registered office: Sabinovská 65/9, 821 03 Bratislava – mestská časť Ružinov; tax number: SK2121882763; email: system@globefox.eu; telephone: +36 70 369 3173; represented by Managing Director Somogyi F. Antónia), as the Service Provider. The basis for performing the assignment is the service agreement concluded between the Parties for recruitment assignments (the “Service Agreement”), together with the individual assignment specified by the Client and supplied to the Service Provider, detailing the requirements, conditions and preferences for filling the position (the “Job Specification”).

1. Scope of the GTC

1.1. Personal scope: These GTC apply to all service relationships established between the Client and the Service Provider.

1.2. Temporal scope: These GTC enter into force upon publication and become binding on each Client upon written acceptance. Acceptance supersedes all previously concluded general agreements between the Parties concerning matters governed by these GTC. The Parties must properly settle accounts under earlier agreements and duly close the previous contractual relationship; in particular, the Service Provider must duly complete earlier assignments and the Client must fulfil its payment obligations. If the Parties maintain an earlier relationship under these GTC, the underlying contracts remain in force unchanged and their provisions are unaffected by these GTC. The version in force when the contractual relationship with the Client is established or when the GTC are first accepted applies, unless the Service Provider communicates amendments to the Client in accordance with these GTC. Individual acts and any disputes between the Parties must be assessed under the GTC applicable to the party concerned.

1.3. Material scope: These GTC comprehensively and automatically govern the service and other legal relationships established between the Client and the Service Provider. The Parties may depart from these provisions at any time by mutual written agreement. Where a separate contract does not provide otherwise, matters not addressed in that contract are governed by these GTC.

2. Definitions

2.1. Recruitment: The totality of services performed outside the employment centre's placement activities, intended to bring together jobseekers and those offering work for the purpose of establishing employment or another relationship for the performance of work, including the placement of foreign nationals in Hungary.

2.2. Service Provider: For the purposes of these GTC, Globefox s.r.o. (registered office: Sabinovská 65/9, 821 03 Bratislava-Ružinov).

2.3. Client: A natural or legal person or other business organisation that uses the Service Provider's services and gives it an assignment.

2.4. Personal data: Information relating to a candidate, particularly the candidate's name, tax identification number and one or more factors specific to their physical, physiological, mental, economic, cultural or social identity, together with conclusions concerning the candidate that can be drawn from that information.

2.5. Executive selection: Direct approaches made in accordance with the Client's requirements to fill senior management positions, such as Finance Director, Sales Director, HR Director, Technical Director or Marketing Director.

2.6. Introduced candidate: A potential candidate confirmed by the Client, whose professional CV and contact details the Service Provider sends to the Client after conducting a professional interview.

2.7. Service Agreement: The recruitment relationship between the Client and the Service Provider is governed jointly and inseparably by these GTC and the Individual Service Agreement.

2.8. Confidential information: Any information and data directly or indirectly affecting the business interests, secrets or finances of the Service Provider, the Client or third parties connected with them. This includes, without limitation, information relating to performance of each element of the service; planning, programming, software, source code and other technical and business information; know-how, intellectual property and related rights, trade secrets, technical processes, contractual activities, litigation, notes, data, analyses, studies, reports and any other documents.

2.9. Force majeure: Any extraordinary event arising after the contract is signed from an unavoidable external cause that makes performance by one or both Parties impossible, which the Parties could neither foresee nor prevent, is not attributable to either Party's fault or omission and falls outside either Party's sphere of responsibility.

3. Confidentiality and data protection

3.1. The Parties agree that all facts, data, information and solutions learned in the course of the relationship constitute trade secrets, particularly plans, methods and other information concerning the Parties' business and marketing activities, including candidates' personal and other data obtained during selection. Such information may not be disclosed to outside third parties without the other Party's prior written consent.

3.2. A trade secret means any fact, information, other data or compilation relating to economic activity that is not generally known or readily accessible to persons engaged in that activity, where its unauthorised acquisition, use, communication or disclosure would harm or jeopardise the holder's legitimate financial, economic or market interests, provided the lawful holder is not at fault in maintaining its confidentiality.

3.3. The Service Provider stores the Client's contractual data and information learned during cooperation, particularly personal data of the Client's representative, business data and employee data, exclusively in its own internal system. Storage serves solely to facilitate the Parties' relationship, its performance and their cooperation. The Client is responsible for the accuracy and currency of the information supplied to the Service Provider and must immediately report changes to its data or the Job Specification. The Client is liable for damage arising from late, inaccurate or omitted information.

3.4. The Service Provider does not disclose the Client's data to unauthorised third parties and uses it only for contractual purposes. Transfers necessary for contract performance, particularly provision of basic Client information and the requirements in the Job Specification to potential candidates, do not constitute a breach of data protection provisions.

3.5. By signing the Service Agreement, the Client expressly consents to the processing described above.

3.6. Data, documents and all information exchanged under these GTC, the Service Agreement and individual assignments may be used only in performing the assignment. They must not be processed in a manner that harms or jeopardises the other Party's interests or disclosed to outside third parties without the other Party's prior written consent. Upon termination of the relationship, the Parties must erase or block them.

3.7. The Parties shall treat personal data and all other information concerning candidates introduced by the Service Provider confidentially. The Service Provider warrants that the Client is entitled to process the personal data provided under these GTC and the individual assignment for the following purpose. The legal basis is candidates' voluntary, informed consent. The purpose is for the Service Provider to find candidates meeting the Client's Job Specification, notify them using their supplied contact details, communicate with them during selection and introduce them to the Client. The Service Provider undertakes to indemnify the Client against claims arising from any breach of this provision by the Service Provider.

3.8. The Parties shall keep confidential all confidential information disclosed orally or in writing during negotiations or cooperation and shall not disclose it to third parties without the other Party's prior written consent. They shall protect it from unauthorised third-party access.

3.9. Disclosure of confidential information to competent authorities or courts to comply with a statutory obligation or exercise lawful rights, or disclosure with the other Party's prior written consent, does not constitute a breach of confidentiality.

4. Formation, amendment and content of the service relationship

4.1. Under the service relationship, the Service Provider performs recruitment, subcontractor placement and executive selection (recruitment and placement) for the Client. The basis is the Individual Service Agreement between the Client and the Service Provider and the Job Specification supplied by the Client, detailing requirements, conditions and preferences for filling the position.

4.2. Under the Service Agreement, the Client gives individual assignments to the Service Provider. The Service Provider undertakes to perform them, subject to the Client's obligation to pay.

4.3. The Client is entitled to issue individual assignments under the Service Agreement. The Service Provider undertakes to complete each within the specified deadline and introduce candidates in accordance with the Job Specification supplied for that assignment.

4.4. Individual assignments are issued in writing, usually by email to the address specified in the Individual Service Agreement. An individual assignment is established when the Service Provider confirms it.

4.5. The Parties shall cooperate in performing individual assignments and consult by telephone or email. They may amend an individual assignment's content at any time by mutual agreement. Any departure from these GTC requires an express mutual written agreement.

4.6. The Parties record, and the Client expressly acknowledges, that the following are prohibited when performing an assignment:

4.6.1. discrimination against candidates on grounds of sex, age, marital status, disability, nationality, race, origin, religion, political beliefs, membership of an employee representative organisation or related activities, or any other circumstances unrelated to the occupation;

4.6.2. placing a candidate in work prohibited by law;

4.6.3. placing a candidate in a non-existent position or a position affected by a strike, from the initiation of pre-strike consultations until the strike ends;

4.6.4. fulfilling a staffing requirement containing unlawful conditions.

4.7. A distinction clearly arising from the character or nature of the work does not constitute discrimination.

4.8. During the search and selection process, candidates must be informed of the position's essential characteristics, particularly the required qualifications and experience, place of work, duration of employment, working arrangements, distribution of working hours and expected earnings. The Client expressly undertakes to take this into account at all times when issuing an individual assignment and drawing up the Job Specification and information provided therein.

5. Rights and obligations of the Service Provider

5.1. The Service Provider shall perform the assignment to the best of its knowledge, in accordance with the Client's instructions and Job Specification, fully observing applicable legislation and professional rules and meeting the Client's needs.

5.2. The Service Provider may follow its internal procedures but shall perform the tasks continuously with the greatest care reasonably expected of it. It shall organise its activities to give priority to the Client's interests and perform the tasks carefully and professionally.

5.3. The Service Provider shall inform the Client about its activities and performance of the assignment upon request and, where necessary, without a request.

5.4. The Service Provider shall follow the Client's instructions. It may depart from them only where the Client's interests urgently require it and prior notification is no longer possible. The Client must then be informed without delay.

5.5. The Service Provider may reject requirements in the Job Specification or expectations concerning the selection process that breach legislation or these GTC. It must notify the Client of this in writing.

5.6. The Service Provider declares that it has the authorisations and professional and technical resources necessary to perform the Service Agreement and individual assignments accepted.

5.7. The Parties shall cooperate to find and select the candidate best suited to the Job Specification by the deadline specified by the Client.

6. Rights and obligations of the Client

6.1. The Client shall provide the necessary Job Specification and other instructions in good time, in accordance with these GTC and for performance of the individual assignment. The Job Specification shall contain at least:

6.1.1. the title of the position to be filled;

6.1.2. a description of the duties; and

6.1.3. the required or expected qualifications and experience;

6.1.4. any other special conditions.

6.2. If the Job Specification is supplied late, the Service Provider's performance deadlines are extended by the duration of the delay.

6.3. The Client must immediately notify the Service Provider in writing of changes to the conditions or material aspects of the Job Specification.

6.4. If the Job Specification changes fundamentally, the Service Provider's performance deadlines are extended by the period elapsed up to the amendment.

6.5. The Client shall promptly provide all information necessary for the search, selection and placement processes and shall cooperate with the Service Provider.

6.6. The Client shall inform the Service Provider when an employment contract or another relationship for the performance of work is established with the potential candidate and when it takes effect.

7. General rules for performing assignments

7.1. From the candidate list produced by the search based on the Client's Job Specification, the Service Provider shall electronically send the Client the names of candidates meeting the professional requirements.

7.2. The Service Provider shall forward the names and dates of birth of candidates meeting the professional requirements in the Job Specification. The Client expressly undertakes to treat candidates' personal data as trade secrets, not to forward it to outside third parties, and to block or erase it without delay once the selection process has ended.

7.3. The Client shall promptly examine the candidate details received during selection, check whether they are in its own database and whether the candidates are participating in a selection process, and notify the Service Provider of the result.

7.4. If a candidate's details are already in the Client's database, the Client must notify the Service Provider in writing by email within 5 (five) working days, together with supporting documents.

7.5. If the candidate's details are not in the Client's database or the candidate is not participating in the Client's selection process, the Client must confirm continuation of the selection process in writing by email. By sending this confirmation, the Client expressly acknowledges the Service Provider's entitlement to a success fee if an employment contract or any other relationship for the performance of work is established between the Client and the candidate.

7.6. If the Client fails to provide confirmation and an employment or other relationship for the performance of work is established with the candidate introduced by the Service Provider, the Service Provider is entitled to the success fee agreed by the Parties, regardless of whether the candidate was previously in the Client's database.

7.7. If the candidate's details are not in the Client's database and the Client has provided confirmation, the Service Provider shall conduct the necessary interviews and hear the candidates. If it considers a candidate suitable for the position under the Job Specification, it forwards the candidate's professional CV to the Client. The Client accepts only professional CVs of potential candidates whom the Service Provider has heard and interviewed. On the basis of the forwarded CV, the Client confirms to the Service Provider that the potential candidate is a candidate introduced by the Service Provider.

7.8. If the Client receives the same candidate's professional CV from several partners, it may determine, by order of receipt, that the intermediary who first forwarded the CV is entitled to the success fee.

7.9. During introduction and selection, the Service Provider shall supply all information available to it that is material and necessary for selection.

8. Acknowledgement of performance and failure to perform

8.1. Performance of the assignment is successful when an employment or other relationship for the performance of work is established between the Client and the potential candidate.

8.2. When the Client selects the potential candidate, the Parties shall record in a certificate of performance its date and place of issue, the performance date (the selected candidate's first day of work), the candidate's name and the amount of the net success fee payable to the Service Provider.

9. Fees

9.1. For performance of the assignment, the Client shall pay the success fee specified by the Parties in the Individual Service Agreement or individual assignment according to the schedule set out there.

9.2. The Client expressly undertakes to treat all information about introduced candidates confidentially under these GTC and not to forward it to outside third parties. If the Client shares such data with an outside third party without the Service Provider's prior consent and this results in an employment or other relationship for the performance of work between that third party and the candidate, the Service Provider may invoice the Client for the contractual success fee, which the Client must pay.

9.3. The success fee specified in the Individual Service Agreement excludes VAT. The Client shall pay the success fee invoiced by the Service Provider on the basis of the accepted certificate of performance within 8 (eight) days by bank transfer to the Service Provider's account specified in the Service Agreement. Payment is deemed made when credited to that account.

9.4. Fees are paid in 2 instalments as agreed in the Individual Service Agreement:

9.4.1. The Intermediary may invoice the first instalment, amounting to [...]% of the fee, on the date the employment contract with the placed candidate is concluded.

9.4.2. The Intermediary may invoice the second instalment, amounting to [...]% of the fee, on day [...] after the employment contract with the placed candidate is concluded.

9.5. The Service Provider shall describe the service on its invoice in accordance with the Individual Service Agreement:

9.5.1. 1 x [job title]: [...] EUR / person

9.5.2. 1 x [job title]: [...] EUR / person

9.6. If the success fee is paid late, the Client shall pay default interest at the rate specified in the Civil Code for the days of delay, starting on the date payment becomes overdue.

9.7. Candidates shall incur no fees or other costs during the selection procedure under these GTC, the Service Agreement or individual assignments.

10. Warranties, liability and guarantee

Individual guarantee conditions vary according to the agreement in the Individual Service Agreement.

10.1. The Service Provider warrants, based on the information available to it, that the candidates it introduces meet the professional and other requirements in the Client's Job Specification. As assurance, it undertakes, at the Client's request, to restart the search without an additional fee if the following conditions are met:

10.1.1. The candidate unilaterally terminates their employment or other relationship for the performance of work within [...] months of starting work, excluding termination with immediate effect; or the Client terminates that relationship for reasons connected with the candidate's capabilities relating to their employment or other work.

10.1.2. This provision does not apply where termination for a reason connected with the Client's operations as employer (reorganisation) is based on a reason already known to the Parties during the selection process.

10.1.3. This provision does not apply where the candidate's resignation within the guarantee period is based on circumstances connected with the Client's operations as employer. These include inadequate accommodation, inadequate conditions at the workplace, missing tools necessary to perform the work, inadequate occupational safety procedures, an objectionable workplace atmosphere or objectionable behaviour by superiors.

10.1.4. This provision also does not apply if the Client delays asserting it without valid reason. The Parties consider it an unjustified delay if the Client fails to notify the Service Provider of its request to restart the search and the grounds for that request within 5 (five) days after the candidate's employment or other relationship for the performance of work ends.

10.2. If the Client exercises this right and requests another search, the Service Provider shall repeat the search without an additional fee under the following conditions:

10.3. The repeated search shall last [...] days from the Client's notification.

10.4. The search criteria shall always be identical to the conditions in the Job Specification.

10.5. During a search repeated without an additional fee, the Client may contract with only one potential candidate free of charge. If it establishes employment or another relationship for the performance of work with multiple candidates, the Service Provider is entitled to the fee under clause 9.5 for the second and every subsequent candidate.

10.6. The Parties agree, and the Client expressly acknowledges, that the Service Provider accepts no further responsibility or liability for damages concerning the candidate's professional suitability or conduct.

10.7. The Client shall provide the Service Provider in advance with the data, information and other conditions in individual assignments and the Job Specification, as required by these GTC and the Individual Service Agreement. The Client is liable for damage arising from late, incorrect or omitted information.

10.8. During the term of these GTC and the Service Agreement, and for 12 (twelve) months after termination, the Parties shall not directly and intentionally approach persons employed by or otherwise working for the other Party with offers. If a Party learns of the candidate's relationship with the other Party only during an in-person interview, it shall immediately discontinue the candidate's application process.

11. Term and termination of the agreement

11.1. The framework service relationship ends by mutual agreement or ordinary or extraordinary termination by either Party. An individual assignment ends upon performance, termination of the framework relationship for any reason, ordinary or extraordinary termination of that assignment, or mutual agreement.

11.2. The framework Service Agreement (GTC) enters into force upon acceptance or on the date the first individual assignment is signed and remains valid for an indefinite period.

11.3. Either Party may terminate the general service relationship by a unilateral written notice to the other Party with 30 (thirty) days' notice. This does not affect performance of individual assignments already in progress unless the Parties agree otherwise upon termination.

11.4. Either Party may terminate both the service relationship and the Individual Service Agreement with immediate effect if the other Party seriously or repeatedly breaches contractual or statutory obligations and fails to fulfil those obligations or otherwise remedy the breach within 8 (eight) days of receiving a demand to do so.

11.5. Regardless of termination of the Individual Service Agreement or the general relationship, the Service Provider is entitled to a success fee if employment or another relationship for the performance of work is established between the Client and an introduced candidate within 12 (twelve) months of the Service Provider's introduction.

11.6. In view of individual assignments still in progress when the Service Agreement ends, the agreement is automatically extended until the last individual assignment is concluded.

12. Miscellaneous provisions

12.1. When performing these GTC, the Service Agreement and individual assignments, the Parties shall notify each other using the contact details in the Service Agreement. They shall cooperate and communicate promptly. Where these GTC or the Service Agreement require a written statement, notifications may be made:

12.1.1. by letter;

12.1.2. also by email, provided that sending to the recipient and the date of sending can be proved.

12.2. A legal notice is deemed delivered if either Party has attempted delivery twice and the item has been returned marked “unclaimed”. The legal effects of delivery arise on the day following the second return. If that day is a Saturday or a non-working day, they arise on the following working day.

12.3. By signing the Service Agreement, the Parties declare that they know these GTC, accept them as binding and will neither circumvent nor attempt to circumvent them in order to deprive the other Party of assignments, fees, commissions or other remuneration. Each Party shall indemnify the other in the event of circumvention or attempted circumvention by itself or, in particular, by any employee, consultant, agent, business partner, family member, licensee or other associated or cooperating person connected with it. In the event of a breach, the breaching Party shall pay damages, the amount of which the Parties agree to be EUR 10,000.

12.4. When performing the Service Agreement, individual assignments and these GTC, the Parties shall at all times have regard to the other Party's legitimate interests and good business reputation. In the event of a breach, they are liable to the other Party for damages.