GENERAL TERMS AND CONDITIONS OF THE REFERRAL SPECIALIST

Version: 1 October 2026

These general terms and conditions apply to the business services provided by De Referral Specialist, a trading name of De Wervingsspecialist B.V., located at Middenweg 85, 1098 AG Amsterdam, the Netherlands.

In these terms, ‘we’, ‘us’ and ‘our’ refer to De Wervingsspecialist B.V. ‘Client’ means the organisation or person engaging us in the course of their business or profession.

1. Applicability

These terms apply to our quotations and agreements for services including:

Consultancy on referral recruitment, sustainable talent attraction and social network strategy.
Research, analysis and benchmarking.
Setting up, improving and supporting referral and ambassador programmes.
Network activation and communication campaigns.
Project management and temporary specialist support.
Advice and support on software selection and configuration.
Inspiration sessions, workshops, masterclasses and training.

Any departures from these terms apply only if agreed in writing. Written agreements include agreements made by email.

If these terms conflict with a quotation or engagement confirmation, the specifically agreed provisions take precedence.

We expressly reject the applicability of the client’s purchasing terms or other terms and conditions unless we accept them in writing.

2. Quotations and formation of the agreement

A quotation remains valid for 30 days unless it specifies a different period.

The agreement is formed when the client accepts our quotation in writing. If the client proposes changes, the agreement is formed once we confirm those changes in writing.

The quotation or engagement confirmation describes the work, fees, intended schedule and any special arrangements.

Additional work and subsequent phases form part of the assignment only if agreed.

3. Performance and results

We carry out assignments with the care and expertise reasonably expected of a professional adviser or project partner.

Our services are provided on the basis of an obligation to exercise reasonable care and skill. This means that we work towards the agreed objectives but do not guarantee a particular outcome.

For example, we do not guarantee:

The number of referrals, applications, placements or new employees.
The percentage of vacancies filled through existing networks.
The participation or engagement of employees, ambassadors or volunteers.
The reach or results of campaigns.
Savings, returns or the performance of third-party software.

Objectives, forecasts, benchmark findings and results from previous projects are not guarantees of results.

This does not affect our obligation to perform the agreed work and deliver the agreed reports, plans or other deliverables.

4. Cooperation by the client

The client provides the information, access, contact persons and decisions required to carry out the assignment in good time.

Depending on the assignment, this may include:

Relevant information about the organisation, target groups and existing approach.
Access to agreed systems and communication channels.
Availability of employees and other people involved.
Internal coordination, approvals and decision-making.
The agreed budget and the resources needed to implement the work.

The client is responsible for the accuracy of the information provided and informs us of relevant changes.

We assess the information within the scope of our assignment. If we identify clear errors or omissions, we discuss them with the client.

The client remains responsible for decisions concerning matters such as HR policies, selection, employment terms, rewards and staff deployment. We may enter into commitments on the client’s behalf only if expressly authorised to do so.

If the necessary cooperation is not provided, we discuss the implications for delivery, scheduling and costs. Where necessary, we may temporarily suspend the affected work.

5. Scheduling and delivery

The schedule and any delivery dates are agreed in the quotation or engagement confirmation.

Dates are target dates unless we expressly agree in writing that a deadline is binding and that failure to meet it places us in default without further notice.

If a delay is anticipated, we inform the client as soon as possible. We discuss the cause, consequences and a revised schedule.

Delays caused by missing information, outstanding decisions or other circumstances on the client’s side may require changes to the schedule. Any additional work and costs are agreed in advance.

A change to the schedule does not automatically entitle us to change the content or scope of the assignment.

6. Changes and additional work

If it becomes clear during the assignment that different or additional work is needed, we discuss this with the client.

Before carrying out additional work, we agree in writing on the work, costs and any implications for the schedule.

Additional work may arise from, for example, extra target groups, further research, new campaign elements, additional meetings or changes to previously approved materials.

We do not charge as additional work for correcting an error attributable to us.

7. Fees and external costs

All amounts exclude VAT unless stated otherwise.

The quotation specifies whether we charge a fixed fee, an hourly or daily rate, a recurring fee or a combination of these.

For time-based work, we invoice the time actually spent at the agreed rate. A cost estimate is not a fixed fee unless expressly agreed. If we expect to exceed an estimate, we inform the client in good time.

Costs for items such as software, advertising, printing, venues, rewards or external specialists are included only if specified in the quotation.

We obtain approval before incurring external costs on the client’s behalf. Travel and other expenses are charged only in accordance with the agreed arrangements.

We change rates during an assignment only where an adjustment mechanism has been agreed or the client agrees to the change in writing.

8. Invoicing and payment

We invoice in accordance with the quotation or engagement confirmation. We may agree on an advance payment or payment in instalments.

Invoices must be paid within 14 days of the invoice date unless a different period is agreed in writing.

If the client fails to pay on time, the applicable statutory interest for commercial transactions may become payable from the expiry of the payment period. Reasonable out-of-court debt collection costs may also be charged in accordance with applicable law.

Before suspending work because of overdue payment, we send a written payment reminder allowing at least seven days for payment.

If an invoice is disputed, the client pays the undisputed portion on time. We discuss the disputed portion as soon as possible.

When work resumes following a suspension, we agree on a feasible revised schedule.

9. Duration and termination

A project assignment ends when the agreed work has been completed unless we agree otherwise.

The client may terminate a project assignment early by giving written notice. We then calculate the final amount payable based on:

Work performed up to termination.
Reasonable preparatory work carried out specifically for the assignment.
Previously approved commitments to third parties that can no longer be cancelled.

For a fixed-price project, we determine a reasonable fee for the completed portion, taking into account the work performed, its value to the client and the reason for termination.

The uncompleted portion of the assignment is not automatically charged in full. Advance payments are offset against the final invoice, and any remaining balance is refunded.

For ongoing assignments without an agreed end date, either party may terminate by giving one month’s written notice. During that period, we continue the agreed work unless we jointly agree otherwise.

We do not terminate a project assignment without reasonable grounds. On termination, we arrange a proper handover to the extent reasonably possible.

10. Rescheduling or cancelling sessions

The client may request the rescheduling or cancellation of a separately scheduled workshop, training session, masterclass or other event in writing.

If rescheduling is requested, we first seek a suitable new date. Preparatory work already performed and previously approved, non-refundable external costs remain payable.

If additional cancellation charges apply because capacity has been reserved, these are specified in advance in the quotation or engagement confirmation. Without such an agreement, we do not charge a fixed cancellation percentage.

If we need to reschedule a session, we discuss a new date or a suitable alternative. Any substantial change to the delivery format, such as replacing an in-person session with an online session, is agreed with the client.

11. External specialists and software

We may engage external specialists where appropriate for the assignment. We remain responsible for the work they carry out under our responsibility.

If the involvement of a particular person has been expressly agreed, we consult the client before arranging a replacement.

Software or services purchased directly by the client from a supplier are governed by the agreements with that supplier. The client remains responsible for the associated licences and payments.

We are not responsible for the performance of a supplier contracted directly by the client. We remain responsible for exercising due care in our own advice and the support we have agreed to provide.

12. Confidentiality

Both parties handle confidential information received during the assignment with care.

Information is confidential if it is identified as such or if it is reasonably clear that it should not be made public.

We share this information only with people who need it to carry out the assignment and who are subject to appropriate confidentiality obligations.

This obligation does not apply to information that is already lawfully public, has been lawfully received from another source or must be disclosed under a legal obligation.

For workshops and group sessions, the client also makes these arrangements clear to participants.

Video or audio recordings of conversations and sessions are permitted only with the prior consent of those involved and appropriate agreements on their use.

The confidentiality obligation continues after the assignment ends for as long as the information remains confidential.

13. Personal data

Both parties comply with applicable data protection law.

For every assignment involving personal data, we determine each party’s role and the arrangements required.

If we process personal data on the client’s behalf and according to the client’s instructions, we enter into a data processing agreement before processing begins. This covers matters including security, access, any subprocessors, personal data breaches, and the return or deletion of data.

Where a party determines the purposes and means of processing personal data, that party bears the corresponding responsibility. Where necessary, we make additional arrangements for data sharing or joint controllership.

The client ensures that there is a lawful basis for providing personal data to us and informs the individuals concerned where required. We remain responsible for our own obligations.

We do not use project data containing personal data for other clients, our own marketing or our own research without a lawful basis and the necessary arrangements.

Our privacy notice explains how we use business contact details.

14. Materials and intellectual property

The client retains the rights to the data and materials it provides. The client ensures that we are permitted to use them for the assignment.

Rights to our existing methods, texts, models, presentations, tools and templates remain with us or the relevant rights holders.

To the extent that rights arise in materials we develop for the assignment, those rights remain with us unless otherwise agreed in writing.

Following payment, the client receives a perpetual, non-exclusive licence to use the delivered materials for the agreed purpose within its own organisation. This includes sharing them with implementation partners where necessary to apply the agreed approach.

For campaign materials, this licence also covers the agreed external publication and distribution.

The client may not sell the materials, present them as its own methodology or use them to provide commercial services to third parties without our prior written permission.

Additional licence terms may apply to third-party materials, software or images. We inform the client of these terms to the extent that they are relevant to the agreed use.

15. References and publicity

We use the client’s name, logo, identifiable project results or a case study for our own publicity only with prior permission.

We do not publish confidential information or identifiable personal data without a lawful basis and the necessary consent or agreements.

We may use general experience and knowledge gained during an assignment in other assignments, provided that doing so does not disclose the client’s confidential information, personal data or protected materials.

16. Complaints and remedies

If the client is dissatisfied with our work, we ask that it notify us in writing as soon as possible, clearly describing what does not meet the agreed requirements.

We investigate the complaint and discuss an appropriate solution.

If there is a failure attributable to us that can be remedied, we are given a reasonable opportunity to remedy it. We do not charge extra for this remedial work.

If a remedy is not possible or is not provided, the client retains its rights under the agreement and applicable law.

17. Liability

If we fail to perform the agreement and that failure is attributable to us, we may be liable for the resulting direct loss or damage.

Where a remedy is still possible, the client first gives us written notice allowing a reasonable period to remedy the failure. This is not required where the law provides that default occurs without such notice.

Our total liability for an assignment is limited to the agreed fee for that assignment, excluding VAT and external costs. For ongoing assignments, this limit is the fee for the 12 months preceding the event giving rise to the loss or damage. If the assignment has been running for a shorter period, the fee for that shorter period applies.

Related events are treated as a single event for the purposes of this limitation.

Direct loss or damage also includes reasonable costs of establishing its cause and extent, and reasonable costs of preventing or limiting it.

We are not liable for indirect loss or damage, such as lost profits, lost savings or business interruption.

These limitations do not apply to intentional misconduct or deliberate recklessness by our management, or where mandatory law does not permit a limitation. They do not restrict the independent statutory rights of data subjects under the GDPR.

18. Force majeure

If circumstances for which a party cannot be held responsible temporarily prevent that party from meeting its obligations, it informs the other party as soon as possible.

We discuss measures to limit the consequences, such as a revised schedule or a suitable alternative.

Illness, supplier failure or a technical fault does not automatically constitute force majeure. We assess whether the consequences could reasonably have been prevented or addressed.

If force majeure continues for more than 30 days, or it becomes clear that performance will not be possible within a reasonable period, either party may terminate the affected part of the assignment in writing.

We then calculate the final amount payable for work already performed that is usable by the client, and for previously approved, unavoidable external costs. Advance payments for the unperformed portion are refunded.

19. Changes to these terms

The version of these terms agreed when the agreement was concluded applies to the assignment.

Publishing a new version on our website does not automatically change existing agreements. Changes to an ongoing assignment apply only if both parties agree.

20. Applicable law and disputes

Our agreements are governed by Dutch law.

If a disagreement arises, we first try to resolve it through discussion.

If this is unsuccessful, the dispute is submitted to the competent court of the Amsterdam District Court, unless mandatory law requires a different court.

21. Contact

For questions about these terms or an assignment, please contact:

The Referral Specialist
Middenweg 85
1098 AG Amsterdam
The Netherlands
Email: michael@dereferralspecialist.nl
Phone: +31 6 24768758