Master Terms of Engagement

These Master Terms are entered into between the Client and the Sercxi contracting entity identified in the relevant Engagement Letter:

• EMEA mandates: Sercxi B.V. [ENTITY TBC — insert KvK number, registered address]
• APAC mandates: Sercxi Pte. Ltd. (pending local incorporation — mandates presently contracted by Sercxi B.V., NL)
• GCC mandates: Sercxi DMCC (pending local incorporation — mandates presently contracted by Sercxi B.V., NL)

The individual partner conducting the mandate acts as a representative of the contracting entity and does not contract in a personal capacity. No claim under these Terms may be brought against any partner, employee, or agent of Sercxi personally.

Sercxi provides engaged executive search advisory. Services are limited to those specified in the Engagement Letter. Sercxi does not provide legal, tax, employment, immigration, remuneration-benchmarking guarantees, or investment advice, and no communication from Sercxi shall be construed as such.

All mandates are conducted on an engaged (retained) basis. The fee basis, instalment structure, minimum fee and currency applicable to a mandate are set out in the Engagement Letter and in Schedule A; commercial terms are not published and are agreed in writing before a mandate commences. Invoices are payable within 10 working days of issue. Overdue amounts accrue statutory commercial interest from the due date, plus a one-time administrative surcharge of 10% of the outstanding amount, without further notice of default; the Client is additionally liable for reasonable collection costs. Fees earned are non-refundable except as expressly provided in Schedule A.

Where a candidate placed under a mandate resigns or is terminated for cause within 1 month of start date, Sercxi will conduct one replacement search at no additional professional fee, subject to the conditions in Schedule A. The guarantee is a commitment to search — not a refund, partial refund, or money-back guarantee; no part of any fee already invoiced or paid (including any retainer) is refundable. The guarantee is void if fees are unpaid, if the role is materially changed, or if the departure results from restructuring, acquisition, redundancy, change of reporting line, or breach by the Client.

For 12 months following the completion or termination of a mandate, Sercxi will not directly approach any executive placed with the Client, nor any executive on the Client's board or executive committee identified during the mandate. Reciprocally, the Client agrees not to solicit or hire any Sercxi partner, employee, or contractor for 12 months following the last engagement; breach triggers a liquidated payment equal to twelve months of the individual's Sercxi compensation.

If the Client, any affiliate, or any entity to which the Client introduces a candidate hires that candidate — in any capacity, whether employed, contracted, advisory, board, or equity — within twelve (12) months of the candidate's introduction by Sercxi, the full placement fee is payable, calculated on the candidate's first-year total cash compensation. This clause survives termination of the mandate.

Each party shall treat as strictly confidential all non-public information received from the other, including candidate identities, remuneration data, mandate briefs, and commercial terms. Confidentiality obligations survive termination indefinitely. Sercxi will not publish case studies, testimonials, or client names without prior written consent.

All frameworks, methodologies, market maps, scoring rubrics, and written work-product developed by Sercxi — including the IMPACT Framework, APEX Signal, the Displacement Index, and all associated schemata — remain the exclusive property of Sercxi. The Client receives a non-exclusive, non-transferable licence to use deliverables internally for the purpose for which they were commissioned. No reverse-engineering, resale, or training of third-party AI systems on Sercxi work-product is permitted.

Sercxi warrants that it will perform services with the care and skill reasonably expected of a specialist executive search firm. Except as expressly stated, all warranties, whether statutory, express or implied, are excluded to the maximum extent permitted by law. Sercxi does not warrant the future performance, tenure, or conduct of any candidate. Background checks are conducted on a reasonable-endeavours basis using the sources agreed in the Engagement Letter.

Aggregate liability under any mandate is capped at the fees actually paid to Sercxi for that mandate in the twelve (12) months preceding the event giving rise to the claim.

Subject to the exclusions below, the aggregate liability of Sercxi to the Client under or in connection with any mandate — whether in contract, tort (including negligence), misrepresentation, restitution, or otherwise — shall not exceed the professional fees actually paid to Sercxi for that specific mandate in the twelve (12) months preceding the event giving rise to the claim.

Neither party shall be liable for indirect, consequential, incidental, special, or punitive damages, loss of profit, loss of business opportunity, loss of goodwill, loss of anticipated savings, or loss of reputation, however caused.

**No liability for the acts of placed candidates.** Sercxi introduces candidates on the basis of professional research, referenced enquiries, and — where instructed — third-party background checks conducted on a reasonable-endeavours basis. Once a candidate is hired by the Client, that person is the Client's employee, contractor, officer, or board appointee. Sercxi is not a guarantor of the candidate's future conduct and, to the maximum extent permitted by law, shall have no liability for any loss, damage, cost, expense, fine, penalty, regulatory sanction, tax exposure, financial statement misstatement, business interruption, reputational harm, or third-party claim arising out of or in connection with (a) any act, omission, dishonesty, negligence, misrepresentation, breach of duty, misconduct or crime of a placed candidate; (b) any failure of internal controls under the Client's authority; (c) any post-placement decision by the Client regarding role scope, reporting line, compensation, retention, or termination; or (d) any consequential change in the value of the Client's business.

The Client is solely responsible for the design and operation of its own controls (recruitment approval, offer authority, onboarding, delegation of authority, financial controls, internal audit, whistleblowing, insurance, and directors-and-officers coverage). Sercxi's role ends on Placement and does not extend to ongoing supervision of the individual.

**Exclusions from the cap.** The cap and the exclusions in this clause 10 do not apply to (a) Sercxi's own fraud or wilful misconduct, (b) Sercxi's indemnification for third-party IP infringement in Sercxi work-product, (c) Sercxi's breach of confidentiality obligations, or (d) any liability that cannot lawfully be excluded or limited.

Each party indemnifies the other against third-party claims arising from its own breach of these Terms, its wilful misconduct, or its infringement of third-party intellectual property. The Client indemnifies Sercxi against any claim by a candidate, or by any regulator or third party, arising from (a) information the Client provided that proved incomplete or inaccurate, (b) the Client's hiring, employment, supervision, or termination decisions, or (c) any act or omission of a placed candidate after Placement.

The parties' respective roles as controller and/or processor, the categories of personal data processed, and international transfer mechanisms are governed by Schedule B — Data Processing. Where the Client shares candidate data with Sercxi, the Client warrants it has a lawful basis to do so.

Each party warrants compliance with all applicable anti-bribery laws (including the UK Bribery Act 2010, the US FCPA, and equivalent local statutes), applicable sanctions regimes (EU, UN, OFAC, UK OFSI), and modern-slavery obligations. Sercxi will decline mandates for sanctioned entities or for roles that would breach applicable export controls.

Sercxi may use its APEX Signal capability and other AI-assisted tools to enrich publicly available information about candidates. No automated decision producing legal or similarly significant effects is made without meaningful human review by a Sercxi partner. AI-assisted disclosures to candidates are governed by the AI Disclosure page and, where applicable, the EU AI Act annex.

Neither party is liable for delay or non-performance caused by events beyond its reasonable control, including natural disaster, war, terrorism, epidemic, sanctions, or infrastructure failure. The affected party shall notify the other promptly and resume performance as soon as practicable.

A mandate may be terminated by either party on 30 days' written notice, or immediately for material breach not cured within 14 days of notice. On termination, fees earned to the date of termination remain payable. Clauses 5–11, 15, and 17–19 survive termination.

These Terms are governed by the laws of the Netherlands. Any dispute arising out of or in connection with these Terms is submitted to the exclusive jurisdiction of the competent court in Amsterdam, the Netherlands, without prejudice to either party's right to seek interim relief from any court of competent jurisdiction. The parties will first attempt good-faith resolution at partner level within 30 days of a written dispute notice before commencing proceedings.

**Cross-border arbitration rider (opt-in).** Where the Client's registered office is outside the European Economic Area, the parties may agree in the Engagement Letter to substitute the forum above with binding arbitration, seated as follows:

• EMEA: Netherlands Arbitration Institute (NAI), seat Amsterdam, in English, one arbitrator.
• APAC: Singapore International Arbitration Centre (SIAC), seat Singapore, in English, one arbitrator.
• GCC: DIFC-LCIA Arbitration Centre, seat DIFC (Dubai), in English, one arbitrator.

Neither party may assign these Terms without the other's prior written consent, save that Sercxi may assign to a group affiliate. Sercxi may use vetted contractors for research and support functions, remaining fully responsible for their acts and omissions.

These Master Terms, together with the applicable Engagement Letter and Schedules and Annexes referenced therein, constitute the entire agreement between the parties. In the event of conflict, the order of precedence is: (1) Engagement Letter, (2) Jurisdiction Annex, (3) Schedules, (4) these Master Terms. Variations must be in writing and signed by authorised representatives of both parties.