General Terms & Conditions Switzerland

Version 2.0 September 1st 2014

1. Contracting parties

This contract for the granting of a search mandate is concluded between

Entourage Pharma Consulting AG
Angensteinerstr. 21, 4052 Basel / Schweiz
represented by its Directors
Mr Dominik M. Aumer and Mr Moritz Haucke

-hereinafter referred to as the Agent-

and the Client

-hereinafter referred to as the Client-

2. Object and validity of the contract

The Agent is an executive search consultancy whose objective is to refer suitable candidates to the Client.

The following General Terms & Conditions shall apply to each referral of a candidate by the Agent to the Client. The Agent is herewith advised of the validity of these General Terms and Conditions and acknowledges them by signing this agreement.

The following General Terms & Conditions shall apply exclusively. Deviating, conflicting or supplementary General Terms & Conditions of the Client shall only and insofar become part of the contract to the extent that the Agent has explicitly agreed to such terms and conditions in writing. The Client must be notified without delay of any amendments to these General Terms & Conditions.

Individual agreements made between the parties in particular cases (including supplementary agreements, additions or amendments) shall in all cases have precedence over these General Terms & Conditions. The content of any such agreement shall be governed by a written contract or the Agent’s written confirmation.

The agreement does not constitute an exclusive search assignment. The Client may avail itself of the services of similar agencies.

2.1 Referral of the candidate

The candidate shall be deemed as referred upon provision of information allowing him/her to be unequivocally identified (hereinafter: “Referral”).

If, within a period of 12 months after referral of the candidate, a contract (e.g. an employment contract, interim management contract, consultancy contract, investment contract – irrespective of whether full or part time) is entered into between the Client and the referred candidate, both parties shall assume that the contract has been concluded on the basis of the referral of the candidate by the Agent.

In the event that the candidate has been presented to the Client – independently of being referred by the Agent – within three months prior to referral by the Agent, the Client shall notify the Agent accordingly in writing within 14 days of referral by the Agent. In this case no further services shall be provided by the Agent. Upon request, the Client must provide the Agent with appropriate documentary proof of any such other referral of the candidate within a 14-day period

3. Commission payments

3.1 Entitlement to commission

Upon conclusion of a contract between the candidate and the Client (cf. Section 2.1 (2)) – irrespective of the company and position for which the candidate is employed by the Client or of the tasks entrusted to him/her – the Agent shall be entitled to payment of a commission.

Entitlement to receive the commission shall endure after termination of the recruiting services contract where the contract between the candidate and the Client has been concluded as a result of the Agent’s activities.

3.2 Commission fee

The commission payment is based on the expected gross remuneration of the candidate per annum. The gross remuneration is made up of the contractually agreed gross employee salary of the candidate, plus agreed additional benefits such as commissions, bonuses, premiums and company vehicle. The monetary benefit of the company vehicle is assessed on the basis of the gross list price, applying the 1% rule for tax purposes. In the event that the Client and the candidate have agreed to cooperate on a freelance basis, the commission fee shall be based on the monthly invoices of the candidate. In such cases the commission is paid monthly. Commission is scaled as follows.

Gross annual income Commission
From CHF 90,000.01 36 %
CHF 60.000,01 to CHF 90.000,00 33 %
CHF 30,000.01 to CHF 60,000.00 30 %
up to CHF 30.000,- CHF 9,900.00 fixed fee

3.3 Payment term

Payments shall become due and payable within 14 days from the date of the invoice. In the event of default, the Agent is entitled to charge interest at the legally applicable rate. This shall not affect the Agent’s right to claim for further damages caused as a result of default of payment.

3.4 Payment term for premium search mandates

Where the parties have agreed on a premium recruitment search, by derogation from Section 3.3 above the following provision shall apply to payment of the commission:

Invoicing of the first tranche of 1/3 of the gross annual remuneration is due on mandating. The second tranche in the amount of 1/3 of the gross annual remuneration is charged after successful completion of the interview. Should the candidate prove unsuitable, the Client may request two further interviews. The third tranche of 1/3 of the gross annual remuneration is invoiced upon signing of the employment contract.

A premium search mandate is agreed between the parties in writing and applies exclusively to the specifically agreed search mandate.

3.5 Termination of the contract with the candidate

In the event that the contract between the Client and the candidate is terminated within the first six months for a reason pertaining to the candidate’s person or conduct, the Agent shall be obliged for a period of six months to search for suitable replacement candidates. This is based on the Client immediately notifying the Agent of the termination in writing. The Client shall also be obliged to notify the Agent in writing of whether the contract was terminated for a reason pertaining to the person or the conduct of the candidate.

4. Suitability of the candidate

The Agent uses its best judgement and every reasonable effort to examine all information provided by the candidate. It does not accept any responsibility for the correctness of the information or assessment of the candidate. Examination of the candidate’s suitability is incumbent upon the Client.

5. Obligations to provide information

The Client shall inform the Agent without delay of any circumstances that may affect the executive search activities.

The Client shall notify the Agent within seven days at the latest of any contract entered into with the candidate. The Client shall also disclose and provide documentary evidence of the contractually agreed remuneration.

Should the Client fail to comply with this notification requirement, or fail to do so in due time, the Agent shall be entitled to charge commission amounting to 40% of the anticipated gross remuneration.

To this end, the Client shall obtain the candidate’s consent to pass on any documents necessary in order to calculate the commission.

6. Secrecy clause

All information needed to perform the executive search services provided to the Client shall be treated in the strictest confidence. The Client is not permitted to divulge any such information to third parties (this shall also apply within the Client’s own organisation).

Should the candidate enter into a contract with third parties as a result of unauthorised disclosure of information, the Agent shall be entitled to payment of commission from the Client in accordance with the contractually agreed commission scale. This shall not affect the Agent’s right to claim further damages against the Client.

7. Applicable law and place of jurisdiction

All provisions of this contract are governed by Swiss law. Place of jurisdiction for lawsuits filed by the person seeking employment is mandatorily the place of business of the agency. Place of jurisdiction for lawsuits filed by the agency is the domicile of the person seeking employment.

8. Sub-agreements and severability clause

Sub-agreements and amendments to this contract shall only be effective in writing. This formal requirement cannot be waived or overridden either verbally or tacitly.

The partial or full nullification of individual provisions of this contract will not affect the validity of the contract as a whole.

Each of the parties to this contract has received a written copy of the contract.