TERMS AND CONDITIONS

CONTENTS

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1. PARTIES

2. DEFINITIONS

3. SERVICES

4. TERM

5. FEES AND PAYMENT

6. INTAKE CREDITS

7. SERVICE DELIVERY

8. CLIENT OBLIGATIONS

9. ON-HOLD STATUS AND CANCELLATION OF SEARCHES

10. REPLACEMENT GUARANTEE

11. CONFIDENTIAL SEARCHES

12. SUBSCRIPTION UPGRADES AND PLAN CHANGES

13. CANCELLATION AND TERMINATION

14. PERSONNEL AND NON-SOLICITATION

15. CONFIDENTIALITY

16. DATA PROTECTION

17. INTELLECTUAL PROPERTY

18. LIABILITY

19. FORCE MAJEURE

20. GOVERNING LAW AND DISPUTE RESOLUTION

21. NOTICES

22. GENERAL PROVISIONS

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Schedule 1 — Subscription Plans and Feature Matrix

S1.1  Subscription Plan Overview and Commercial Terms
S1.2  Feature Matrix
S1.3  What Serendi Flex Does Not Include (All Subscription Plan)

Schedule 2 — Closing Fee Schedule

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1.  PARTIES

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1.1 These General Terms and Conditions (“Terms”) govern the recruitment subscription service (“Serendi Flex”) provided by Serendi S.A. (“Serendi”) to the client identified in the Order Form (“Client”). Together, the Terms, the Order Form, and any Schedules constitute the “Agreement”.

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1.2 Serendi S.A. is incorporated under Swiss law, with registered offices at Rue de Romont 29, CH-1700 Fribourg, Switzerland (UID: CHE-115.148.020).

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2.  DEFINITIONS

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In the Agreement, the following capitalised terms have the meanings set out below:

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Active Search

One individual recruitment process initiated by the activation of an Intake Credit.

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Agreement

These Terms together with the Order Form and all Schedules.

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Candidate

Any individual identified, sourced, screened, or presented by Serendi in connection with a Search.

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Candidate Introduction

The act of sharing a Candidate’s identity and profile details with the Client for the first time, whether by email, dashboard, dossier, or verbal communication.

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Closing Fee

The per-hire fee payable upon a Successful Placement, as set out in Schedule 2.

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Confidential Information

All information exchanged between the Parties during negotiation or performance of this Agreement that is treated as confidential.

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Effective Date

The date on which the Order Form is signed by both Parties.

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Filled

An Active Search that has ended through a Successful Placement.

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Formally Closed

An Active Search that has ended without a Successful Placement.

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Intake Credit

A single unit of subscription capacity entitling the Client to initiate one Search, as described in Clause 6.

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On-Hold Status

Formal suspension of an Active Search pursuant to Clause 9.

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Order Form

The commercial document signed by both Parties specifying the Subscription Plan, Subscription Fee, Subscription Period, and other commercial terms.

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Ownership Period

The twelve-month period following a Candidate Introduction during which the candidate remains attributable to Serendi, as described in Clause 13.6.

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Subscription Fee

The flat fee for the selected Subscription Plan, payable in advance per Subscription Period.

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Role Intake Meeting

The online meeting with the TAP and the Client to receive a briefing on the role and the requirements.

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Subscription Plan

The tier of Serendi Flex selected as described in Schedule 1.

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Successful Placement

Signature of an employment contract between the Client and a Candidate.

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Talent Acquisition Partner (TAP)

The named Serendi recruiter assigned as the Client’s primary point of contact.

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Subscription Period

The recurring period of the subscription for the selected Subscription Plan, as specified in the Order Form and Schedule 1. Intake Credits allocated to the Subscription Period may be activated within this period as specified in the Order Form and Schedule 1. The first Subscription Period commences on the Subscription Start Date.

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Subscription Start Date

The date on which the first Subscription Period commences, determined in accordance with Clause 4.3.

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Writing / Written

Any communication in legible written form, including email, but excluding instant messaging and other informal electronic communications.

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3.  SERVICES

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3.1 Serendi shall provide the Serendi Flex recruitment subscription services in accordance with the Subscription Plan selected in the Order Form, as described in Schedule 1.

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3.2 Serendi Flex is a standardised, productised service. The scope of services varies by Subscription Plan; Schedule 1 is definitive as to scope, subject to Clause 22.7. Services not listed in the chosen Subscription Plan are not included and cannot be added on request within that Subscription Plan.

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3.3 No per-client customisation of service design, workflow, or tooling is available within a Flex Subscription Plan.

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3.4 Upon subscription activation, Serendi assigns a named TAP as the Client’s single point of contact for all Searches, together with a named internal backup TAP, no later than the commencement of the first Subscription Period. TAPs are dedicated to the client relationship but are not branded, exclusive to, or embedded within the Client’s organisation.

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4.  TERM

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4.1 This Agreement commences on the Effective Date and continues until terminated in accordance with Clause 13.

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4.2 The subscription operates on auto-renewal cycles based on the Subscription Period for the selected Subscription Plan. Unless either Party gives written cancellation notice according to Clause 13.1 at least 30 calendar days before the end of a Subscription Period, the subscription renews automatically on the same terms, subject to any fee adjustment notified in accordance with Clause 5.3.

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4.3 Subscription Start Date: The first Subscription Period commences on the Subscription Start Date, being the date on which Serendi receives the Subscription Fee for the first Subscription Period in full. Each subsequent Subscription Period commences on the day following expiry of the preceding Subscription Period.

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4.4 Confirmation: Within two business days of receipt of the Subscription Fee for the first Subscription Period, Serendi shall confirm to the Client in Writing the Subscription Start Date, the end date of the first Subscription Period, and the corresponding deadline for cancellation notice under Clause 13.1.

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5.  FEES AND PAYMENT

 

5.1 The Client shall pay:

(a) the Subscription Fee for the selected Subscription Plan, as set out in the Order Form. The Subscription Fee for the first Subscription Period is invoiced on the Effective Date and is payable within 14 days of the invoice date. The Subscription Fee for each subsequent Subscription Period is invoiced not less than 14 days before the first day of that Subscription Period and is payable on or before that first day; and

(b) a Closing Fee for each Successful Placement, as set out in Schedule 2, payable within 30 days of the invoice date.

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5.2 All fees are stated in Euros (EUR) unless otherwise agreed in the Order Form.

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5.3 Serendi shall provide at least 45 days’ written notice of any fee change applicable to an upcoming renewal. The Client may cancel the renewal within 10 business days of receiving such notice, and such cancellation is effective notwithstanding the notice periods in Clauses 4.2 and 13.1.

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5.4 Late payment accrues interest at 2% per annum above the 3-month EURIBOR reference rate from the due date until actual payment.

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5.5 The Subscription Fee is non-refundable, including in the event of early termination, cancellation of individual Searches, or forfeiture of unused Intake Credits.

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5.6 All fees are exclusive of applicable taxes and VAT, which are added as required by law.

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5.7 Invoices in dispute must be notified in writing within 10 business days of the invoice date. Undisputed amounts remain payable on their original due date.

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5.8 Where the Subscription Fee is not received in full within 30 calendar days of the Effective Date (for the first Subscription Period) or within 30 calendar days of the first day of the relevant Subscription Period (for each subsequent Subscription Period), Serendi may terminate this Agreement with immediate effect by written notice, without prejudice to its right to payment of that Subscription Fee.

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6.  INTAKE CREDITS

 

6.1 Allocation: Each Subscription Plan includes a defined number of Intake Credits per Subscription Period, as set out in the Order Form and Schedule 1.

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6.2 Activation: An Intake Credit is activated when the Client formally initiates a Search by sharing the relevant role requirements with the TAP and scheduling a Role Intake Meeting. Each new Search consumes one Intake Credit (for Confidential Searches see Clause 11.1). No Intake Credit may be activated before the Subscription Start Date.

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6.3 Subscription: Intake Credits must be activated within the Subscription Period. The Subscription Period governs activation, not completion. A Search activated within the Subscription Period continues until filled or formally closed, regardless of when the Subscription Period ends.

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6.4 Rollover: Unused Intake Credits roll forward into the next Subscription Period upon auto-renewal. Credits are not redeemable for cash. Where an Order Form specifies a rollover cap, accumulated credits may not exceed that cap.

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6.5 Forfeiture: Unused Intake Credits are forfeited without compensation upon cancellation or termination of this Agreement.

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6.6 Non-transferability: Intake Credits are personal to the Client and may not be transferred, sold, or assigned to any third party.

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7.  SERVICE DELIVERY

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7.1 Role Intake Meeting:  Each Search begins with a structured Role Intake Meeting between the TAP and the Client’s designated contact. The TAP schedules the meeting within one business day of Search activation. A current job description must be provided by the Client before or at the meeting.

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7.2 Sourcing: Following the Role Intake Meeting, the TAP initiates AI-assisted proactive sourcing and multi-channel candidate outreach. The Client’s identity is not disclosed in outreach materials; it is disclosed only during a direct screening conversation with the TAP.

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7.3 Screening and Shortlisting: Candidates are assessed using Serendi’s structured screening framework. Each shortlisted candidate dossier includes: a concise cover page; structured screening documentation; candidate-submitted materials; and, where the candidate consents, a short video introduction. Serendi commits to presenting a minimum number of candidates per Active Search as given within Schedule 1.

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7.4 Pipeline Management: Serendi manages all candidate communication from initial outreach through to the point at which the Client formally assumes responsibility for the process, within the inactivity thresholds set out in Clause 9.

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7.5 Search Commitment: Unless placed on hold or formally cancelled under Clause 9, Serendi continues active delivery until the Search is Filled or Formally Closed, regardless of search complexity.

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7.6 Talent Market Intelligence: Where the Client's Subscription Plan includes a Talent Market Intelligence (see Schedule 1), the TAP prepares a structured Talent Market Intelligence report for each Role Intake Meeting. Provided that a current job description has been furnished ahead of the Role Intake Meeting.

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7.7 Live Pipeline Dashboard: Where the Client's Subscription Plan includes a Live Pipeline Dashboard (see Schedule 1), the Client has access to a web-based dashboard providing real-time pipeline status, KPIs, and remaining Intake Credits.

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7.8 Interview Scheduling and Coordination: Where the Client's Subscription Plan includes  Interview Scheduling and Coordination (see Schedule 1), Serendi manages the logistical interview coordination between candidates and the Client’s team following shortlist acceptance.

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7.9 Competitor Mapping Report: Where the Client's Subscription Plan includes a Competitor Mapping Report (see Schedule 1), the TAP prepares a role-specific one-page competitor mapping for the Role Intake Meeting for each Search. Provided that a current job description has been furnished ahead of the Role Intake Meeting.

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7.10 Confidential Searches: Where the Client's Subscription Plan includes Confidential Searches (see Schedule 1) and the Client activates a Confidential Search (see Clause 11), the TAP manages the NDA workflow with candidates as part of the service.

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8.  CLIENT OBLIGATIONS

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8.1 The Client shall:

(a) participate in the Role Intake Meeting for each Search, and ensure a current job description is provided at or before the meeting;

(b) designate a single named contact per Active Search as the point of communication with the TAP;

(c) grant Serendi exclusivity over the relevant role for the duration of each Active Search - the Client may not simultaneously engage third-party recruitment agencies or other talent-sourcing providers for the same role while a Serendi Active Search is active, without Serendi’s prior written consent;

(d) notify the TAP promptly of any change in role requirements, hiring decisions, or process status;

(e) conduct its own thorough assessment of each Candidate before extending any offer - Serendi’s services do not replace the Client’s obligation to evaluate Candidates independently; and

(f) notify Serendi promptly of any Successful Placement, providing the placed Candidate’s confirmed gross annual compensation, so that the applicable Closing Fee may be invoiced accurately.

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8.2 Serendi accepts no liability for any consequences, claims, or losses arising from the Client’s decision to hire or not to hire any Candidate.

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9.  ON-HOLD STATUS, CANCELLATION AND CLOSURE OF SEARCHES

9.1 Client-Initiated Pause: The Client may formally pause any Active Search at any time by written notice to the TAP. A client-initiated pause is treated as On-Hold Status from the notice date. Serendi suspends active sourcing during On-Hold Status.

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9.2 No Feedback: If the Client fails to provide feedback or otherwise engage with an Active Search for 10 continuous business days, the TAP will trigger On-Hold Status and notify the Client in writing. 

9.3 Search Cancellation: If an On-Hold Status continues for at least 30 business days, the Search is formally cancelled. The Intake Credit used is not restored.

9.4 No Per-Search Cancellation Fee: No separate fee applies to the cancellation of individual Searches. The Subscription Fee is non-refundable regardless of the number of Searches cancelled.

9.5 Closure of an Active Search: An Active Search mandate ends, and the Active Search ceases, upon the earliest of the following events:

(a) the Active Search is Filled upon a Successful Placement;
(b) the Client gives written notice to the TAP that the role is no longer to be Filled, or the Search is to be discontinued;
(c) automatic cancellation following the expiry of the On-Hold Status period under Clause 9.3; or
(d) mutual written agreement of the Parties to end the Active Search.

10.  REPLACEMENT GUARANTEE

10.1 Where the Client's Subscription Plan includes a Replacement Guarantee (see Schedule 1), Serendi will recommence the relevant Search at no additional charge and without deducting a further Intake Credit, provided all of the following conditions are satisfied:

(a) the placed Candidate voluntarily resigns within the guarantee period specified for the applicable Subscription Plan (see Schedule 1), measured from the Candidate’s first day of employment;
(b) the Client notifies Serendi of the no-show or resignation in writing within 14 calendar days of the Candidate’s no-show or resignation;
(c) the replacement role is opened with substantially the same requirements as the original Search; and
(d) the resignation is not attributable to: (i) redundancy or elimination of the role; (ii) termination by the Client for any reason; or (iii) a material change by the Client to the role, compensation, or reporting structure after the Candidate’s start date.

 

10.2 The Replacement Guarantee applies once per original Search. No further guarantee attaches to the replacement placement itself.

10.3 Notwithstanding Clause 10.1, where a placed Candidate fails to commence employment following a Successful Placement ("no-show"), Clause 10.1 shall apply accordingly to all Subscription Plans, irrespective of whether the Client's Subscription Plan includes a Replacement Guarantee. In the case of a no-show, the notification period under Clause 10.1(b) shall run from the Candidate's agreed employment start date.

 

11.  CONFIDENTIAL SEARCHES

11.1 Confidential Searches are available exclusively in the Subscription Plans as set out in Schedule 1. Each Confidential Search consumes two Intake Credits.
11.2 In a Confidential Search, the Client’s identity is not disclosed to candidates at any stage prior to the candidate’s signing of a non-disclosure agreement (NDA). Serendi prepares and manages the NDA workflow as part of the service.
11.3 All Confidential Searches are conducted on a white-label basis under the name of Serendi as standard.

12.  SUBSCRIPTION UPGRADES AND PLAN CHANGES

12.1 Upgrades: The Client may upgrade to a higher Subscription Plan at any time by written notice to Serendi. Upon upgrade:

(a)  Fee: the Client pays only the price difference between Subscription Plans; the already-paid Subscription Fee is fully credited against the new Subscription Plan;
(b)  Validity: the full Subscription Period of the new Subscription Plan commences from the upgrade date. Remaining time under the previous Subscription Plan expires without pro-rata compensation;
(c)  Credits: all unused Intake Credits carry over; the new Subscription Plan’s full credit allocation is added immediately; and
(d)  Features: all features of the new Subscription Plan are activated upon upgrade for all ongoing Active Searches. An activation period of up to 5 business days may apply for technical platform features.

 

12.2 Downgrades: Downgrades are not permitted during an active Subscription Period. A downgrade may be requested for the next renewal by written notice given at least 30 days before the end of the current Subscription Period.

13.  CANCELLATION AND TERMINATION

13.1 Cancellation: Each Party may cancel auto-renewal by written notice at least 30 days before the end of the current Subscription Period. The Subscription Plan ends with the end of the Subscription Period, and all remaining Intake Credits are forfeited on the last day of the Subscription Period. After cancellation remaining Intake Credits can be activated until the last day of the Subscription Period and Active Searches continue until filled or formally closed. The Agreement remains in force until the last Active Search has been filled or formally closed.

13.2 Termination: The Agreement terminates upon the last Active Search being filled or formally closed, following the end of the Subscription Period or termination for cause under Clause 13.3.

13.3 Termination for Cause: Either Party may terminate this Agreement with immediate effect by written notice if:

(a) the other Party is in material breach and has not remedied the breach within 30 calendar days of written notice;
(b) the other Party is or becomes insolvent, enters administration or liquidation, or is subject to analogous insolvency proceedings; or
(c) any invoice remains unpaid for more than 60 days beyond the due date.

13.4 Effect of Termination: Upon termination taking effect:

(a) all outstanding Closing Fees for Successful Placements already completed are immediately due and payable;
(b) all unused Intake Credits are forfeited without compensation;
(c) no refund of any Subscription  Fee is payable; and
(d) Clauses 13.6, 14, 15, 16, 17, 18, 19, 20, and 21 survive termination.

13.5 Data Deletion: Upon written request following termination, Serendi shall delete or render irreversibly anonymised all personal data relating to the Client’s Searches, in accordance with Serendi’s data retention policy and applicable law. Serendi will confirm deletion in writing upon request. 

13.6 Candidate Ownership: If the Client or any of its subsidiaries or affiliates employs, engages, or otherwise retains any Candidate shortlisted by Serendi under this Agreement - whether through a direct approach, internal referral, third-party recruiter, or any other channel - within twelve (12) months of the date of Candidate Introduction, the full Closing Fee applicable to that Candidate’s salary band under Schedule 2 shall become due and payable, regardless of whether an active Search was in progress at the time of hire.

This obligation survives termination or cancellation of this Agreement for the duration of the Ownership Period.

14.  PERSONNEL AND NON-SOLICITATION

14.1 Serendi personnel remain employed by Serendi at all times. Serendi is solely responsible for all employer obligations, including salary, social charges, insurance, and holiday entitlement.

14.2 Neither Party shall, during the term of this Agreement and for 12 months following its termination, directly solicit or make a specific employment offer to any named employee of the other Party who has been personally involved in the performance of this Agreement, without prior written consent.

14.3 This restriction does not apply where an individual independently approaches the hiring Party without prior solicitation, or responds to a general, publicly accessible job advertisement not specifically targeted at the other Party’s personnel.

14.4 A Party in breach of this Clause shall pay compensation equal to 25% of the relevant employee’s annual gross salary (including all fixed monetary benefits) if that employee is subsequently hired.

15.  CONFIDENTIALITY

15.1 Each Party shall keep confidential all Confidential Information received from the other Party and shall not disclose it to any third party without prior written consent, except: (a) to employees or contractors with a legitimate need to know; or (b) to the extent required by applicable law, in which case the disclosing Party shall notify the other Party promptly.

15.2 Confidential Information does not include information that: (a) is or becomes publicly available through no act or omission of the receiving Party; (b) was already rightfully in the receiving Party’s possession at the time of disclosure; (c) is independently developed without use of the other Party’s information; or (d) is obtained from a third party legally entitled to disclose it.

15.3 These confidentiality obligations survive termination of this Agreement for 3 years.

16.  DATA PROTECTION

16.1 Each Party processes personal data as an independent controller. Both Parties shall comply with their respective obligations under the EU General Data Protection Regulation (EU GDPR 2016/679), the Swiss Federal Act on Data Protection (nFADP, in force 1 September 2023), and any other applicable data protection law.

16.2 Serendi processes candidate personal data solely for the purpose of providing the services under this Agreement and shall implement appropriate technical and organisational measures. Candidate identity is not disclosed to the Client prior to a direct screening conversation, as set out in Clause 7.2.

16.3 The Client shall handle all candidate personal data received from Serendi in compliance with applicable data protection law and solely for the purpose of evaluating and potentially engaging those Candidates.

16.4 The Parties shall cooperate in good faith to put in place any data processing agreement or transfer mechanism required by applicable law. Switzerland has been recognised by the European Commission as providing an adequate level of data protection; no additional transfer mechanism is required for transfers from EU to Switzerland.

16.5 Each Party shall notify the other without undue delay upon becoming aware of a personal data breach that may affect the other Party’s data or operations.

16.6 Client Data Ownership: All non-candidate materials provided by the Client to Serendi in connection with this Agreement — including role briefs, job descriptions, organisational charts, compensation data, hiring plans, and other confidential business information — remain the exclusive property of the Client at all times.
Serendi shall use such materials solely for the purpose of delivering the services under this Agreement and shall not retain, reproduce, commercialise, or disclose them to any third party without the Client’s prior written consent. Upon termination, Serendi shall promptly return or delete all such materials upon written request.

17.  INTELLECTUAL PROPERTY

17.1 Serendi’s proprietary methodologies, screening frameworks, sourcing tools, AI-assisted workflows, intake documentation, and related know-how remain Serendi’s sole Intellectual Property at all times. The Client acquires no ownership interest in any Serendi Intellectual Property.

17.2 Serendi grants the Client a limited, non-exclusive, non-transferable licence to use Serendi’s Intellectual Property solely to the extent necessary to receive the services during the term. This licence expires automatically upon termination.

17.3 Serendi agrees that all Candidates formally presented to the Client are presented exclusively to that Client for the duration of the relevant Search. The Client owns all data relating to Candidates it has hired.

17.4 Serendi may use the Client’s name in candidate outreach and job postings on the Client’s behalf, in formats agreed per role. Neither Party shall use the other’s name, logo, or brand in any external marketing without prior written consent.

18.  LIABILITY

18.1 Subject to Clause 18.3, each Party’s total aggregate liability under or in connection with this Agreement - whether in contract, tort, or otherwise - shall not exceed the total Subscription Fees paid by the Client in the 12 months preceding the event giving rise to the claim.

18.2 Neither Party shall be liable for: (a) indirect or consequential loss of any kind; (b) loss of profit, revenue, goodwill, business opportunity, or anticipated savings; or (c) any loss arising from the Client’s decision to hire or not to hire any Candidate, or from a Candidate’s performance after hire.
18.3 The limitations in Clauses 18.1 and 18.2 do not apply to: (a) death or personal injury caused by negligence; (b) liability arising from gross negligence or willful misconduct; (c) breaches of Clause 13.6 (Candidate Ownership).

19.  FORCE MAJEURE

19.1 Neither Party shall be in breach of this Agreement or liable for any delay or failure to perform (other than payment obligations) caused by events beyond that Party’s reasonable control (“Force Majeure”), provided the affected Party: (a) notifies the other in writing within 14 days of the onset of the event; and (b) uses reasonable commercial endeavours to mitigate the impact.

19.2 If a Force Majeure event continues for more than 90 consecutive days, either Party may terminate the Agreement by 30 days’ written notice.

20.  GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement is governed by and construed in accordance with the laws of Switzerland, to the exclusion of its conflict-of-law provisions and the United Nations Convention on Contracts for the International Sale of Goods (CISG).

21.  NOTICES

21.1 All written notices under this Agreement shall be sent by email or registered letter to the addresses set out in the Order Form.

21.2 Notice by email is deemed given on the next business day following transmission, unless the sender receives an automated non-delivery notification. Notice by registered letter is deemed given on the seventh business day following posting.

21.3 Each Party shall promptly notify the other of any change to its notice address.

22.  GENERAL PROVISIONS

22.1 Entire Agreement: This Agreement constitutes the entire agreement between the Parties on its subject matter and supersedes all prior negotiations, representations, and agreements.

22.2 Amendments: No modification to this Agreement is binding unless made in writing and signed by authorised representatives of both Parties.

22.3 Waiver: Failure by either Party to enforce any provision does not constitute a waiver of that provision or any right to enforce it in future.

22.4 Severability: If any provision is held invalid or unenforceable, the remaining provisions remain in full force.

22.5 No Agency: Nothing in this Agreement creates any agency, partnership, joint venture, or employment relationship between the Parties.

22.6 Assignment: Neither Party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other Party, except that Serendi may assign to any Serendi group affiliate without consent.

22.7 Order of Precedence: In the event of any conflict or inconsistency between the documents forming this Agreement, the following order of precedence applies, in descending order: (a) any amendment agreed in accordance with Clause 22.2, the later-dated prevailing; (b) the Order Form; (c) the Schedules; and (d) these Terms.

22.8 Headings: Section headings are for convenience only and do not affect interpretation.

22.9 Language: This Agreement is in English. In the event of translation, the English version prevails.

22.10 The Agreement is executed by signature of the Order Form by both Parties. The Order Form may be signed in counterparts and by electronic signature, each of which is deemed an original and all of which together constitute one and the same instrument. No signature of these Terms or the Schedules is required for the Agreement to be binding.