General Terms and Conditions

Last updated: 2026

The following General Terms and Conditions apply to all business relationships between Ayensa Investments Holding SLU (hereinafter "Agency") and its clients, freelancers, and service providers.

I. Permanent Placement Services

§ 1 Subject of Agreement

1. The Agency assists the Client in the search, selection, and assessment of suitable candidates for vacant positions. This includes talent research, market analysis, initial interviews, profile evaluation, recommendations, and coordination of the entire selection process.

2. The Agency does not become the employer of the candidate. An employment or contractual relationship is established exclusively between the Client and the candidate.

3. A candidate is considered recommended as soon as the Client receives information enabling unique identification.

§ 2 Commission

1. The commission amounts to 30% of the candidate's expected gross compensation for the first year of employment. This includes fixed salaries, variable compensation, bonuses, allowances, and all other regular compensation components.

2. The commission is payable plus statutory VAT. For clients based outside Spain, the reverse charge procedure applies.

3. Payment of the commission is due within 14 days of invoicing without deduction.

4. The commission becomes due as soon as a recommended candidate is engaged, employed, or deployed within 12 months of the recommendation – regardless of the legal structure.

§ 3 Guarantee

1. If the employment relationship is terminated within 12 weeks:

Weeks 0-6: Free replacement
Weeks 7-12: 50% discount on replacement

§ 4 Administrative Fee

If the Client revokes the written offer before the candidate commences work, the Agency is entitled to an administrative fee of EUR 10,000.

II. Freelancer and Service Provider Placement

§ 5 Framework Agreement

1. The Agency handles the placement, coordination, and billing of external subcontractors who provide services for the Client.

2. Billing is based on the time and material principle, based on actual hours or days worked.

3. Invoices are to be settled within 14 days of the invoice date without deduction.

§ 6 Time Tracking

1. The deployed subcontractors record their time in a system provided by the Agency.

2. The Client must submit written objections within 5 days of receiving the monthly overview; otherwise, the recorded hours are deemed confirmed.

III. General Provisions

§ 7 Non-Circumvention

1. The Client undertakes not to enter into any direct contract with candidates or subcontractors placed by the Agency during the term of the contract and for 12 months after its termination.

2. In case of violation, the Agency may demand a contractual penalty of 30% of the net compensation (maximum 12 months).

§ 8 Liability

1. The Agency does not guarantee the suitability of the candidate for the respective position.

2. The Agency is only liable for intentional or grossly negligent own fault.

3. Claims for poor or non-performance of services are to be made exclusively against the respective subcontractor.

§ 9 Confidentiality

Both parties undertake not to disclose to third parties any information designated as confidential or confidential by its nature.

§ 10 Governing Law and Jurisdiction

1. This contract is governed by the substantive law of Spain.

2. The exclusive place of jurisdiction is Palma de Mallorca, Spain.

§ 11 Final Provisions

1. Amendments or supplements require written form.

2. If any provision is invalid, the remainder of the contract remains effective.