1.  General Provisions

1.1     These General Terms and Conditions ("GTC") govern the contractual relationship between SEOMNIA – FZCO (hereinafter "SEOMNIA") and its clients as well as candidates seeking employment (hereinafter individually "Client" and "Candidate", and collectively "Contractual Partners"). They apply to all services related to the search, selection, and placement of candidates – including associated services such as the publication of job advertisements and the conduct of assessment centres (comprising professional tasks and personality assessments). These GTC shall furthermore apply to all future agreements concluded within the scope of the business relationship, without the need for any further express agreement to that effect.

1.2     SEOMNIA provides its services exclusively on the basis of these GTC. Any provisions contained in a Client’s own terms and conditions that deviate from these GTC shall have no legal effect unless SEOMNIA has expressly accepted them in writing.

1.3     A contract with SEOMNIA is formed in accordance with general principles of civil law – in particular by the signing of an offer or order confirmation, by agreement between the Client and the Candidate on the material terms of any form of employment relationship (hereinafter "Employment Contract"), by registration of a Candidate in the SEOMNIA database, or by the Candidate commencing work with the Client.

1.4     Offers issued by SEOMNIA are binding for a period of two (2) weeks from the date of issue.

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2.  Disclosure Obligations and Liability

2.1     Clients and Candidates are obliged to provide all documents relevant to the search assignment promptly and in full, and to keep SEOMNIA continuously informed of all circumstances and developments that may be material to the assignment. This includes, in particular, information about the Client’s business operations that may affect the place of work, working hours, or remuneration of the placed Candidate, as well as any information that only becomes known during the course of the collaboration.

2.2     Should SEOMNIA incur losses as a result of misleading, inaccurate, outdated, or incomplete information provided by either Contractual Partner – including, in particular, the failure to promptly disclose that a Candidate has already applied directly to the Client – SEOMNIA shall be entitled to invoice the resulting expenses, including any abortive search costs. SEOMNIA is not obliged to independently verify statements made by Candidates in their application documents or on social media platforms.

2.3     Unless agreed otherwise on an individual contractual basis, SEOMNIA does not guarantee the successful completion of a search assignment, nor does it guarantee that a suitable Candidate will be found within any particular timeframe.

2.4     Where SEOMNIA identifies Candidates matching the search assignment, it ensures that the nominated Candidates hold the professional qualifications specified in the requirements profile. Any liability beyond this is expressly excluded. In particular, SEOMNIA accepts no liability for the work results of placed Candidates or for any damage caused by their conduct, tardiness, failure to appear, or other misconduct. The Client shall furthermore indemnify SEOMNIA against any third-party claims arising in connection with the assignment.

2.5     The Client is independently responsible for verifying the qualifications of any proposed Candidate and must raise any objections without delay. SEOMNIA’s liability is limited to cases of wilful misconduct or gross negligence. Liability for pure economic loss is excluded in all circumstances.

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3.  Special Provisions for Recruitment Services

3.1     The subject matter of the recruitment service comprises the search, selection, and nomination of Candidates matching the requirements profile provided by the Client. Search assignments may also be initiated on the basis of a need identified or anticipated by SEOMNIA on the Client’s behalf.

3.2     The nature and scope of fees shall be determined by the specific engagement. The precise fee conditions are recorded in writing in the offer and become binding upon issuance of the order confirmation.

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4.  Data Protection and Confidentiality

4.1     The Client undertakes to treat all information relating to Candidates provided by SEOMNIA as strictly confidential and not to disclose such information to any third party. The same obligation applies to Candidates with respect to any information received from or about the Client. This duty of confidentiality applies both during the term of the engagement and after its termination, regardless of the reason for termination, and extends to any future cooperation between the parties, even where not expressly restated in individual cases.

4.2     Clients and Candidates consent to their data, made known to SEOMNIA through the business relationship, being stored internally and processed automatically. They further consent to the transfer of such data for the purpose of initiating employment relationships or related agreements.

4.3     SEOMNIA undertakes to treat all information provided to it with strict confidentiality. SEOMNIA is, however, entitled to engage qualified third parties in the execution of the assignment, provided that such third parties are bound by equivalent confidentiality obligations.

4.4     Both SEOMNIA and the Client are required to comply with all applicable data protection legislation, including – where relevant – the UAE Personal Data Protection Law (Federal Decree-Law No. 45 of 2021) and any other applicable regulations. All Candidate information must be treated with the utmost confidentiality and must not be disclosed to unauthorised third parties. Upon conclusion of a search assignment, the Client is obliged to delete all Candidate data received from SEOMNIA.

4.5     Further details regarding the processing of personal data are set out in SEOMNIA’s Privacy Policy, available at www.seomnia.com/privacy.

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5.  Fees

5.1     Unless otherwise stipulated in these GTC, all fees become due upon conclusion of the Candidate’s Employment Contract and are payable within fourteen (14) days of receipt of the invoice, net of any applicable taxes. In the event of late payment, SEOMNIA is entitled to charge interest on arrears at a rate of 1% per month. The Client may not offset any claims held against SEOMNIA.

5.2     If a Client, or any company connected to the Client through personal or business ties, concludes any form of employment or consultancy agreement with a Candidate nominated by SEOMNIA within two (2) years of receipt of that Candidate’s data, or within two (2) years of the termination of an existing employment relationship, the agreed success fee shall be payable to SEOMNIA based on the fee conditions applicable at the time of contract conclusion. The Client is obliged to inform any affiliated companies of this fee obligation; failure to do so shall render the Client directly liable for any resulting claims.

5.3     The Client and the Candidate are each required to inform SEOMNIA of the conclusion of any form of employment agreement and all circumstances relevant to the calculation of the fee without delay, and no later than seven (7) working days following the signing of the contract or – where no written contract has been executed – following the actual commencement of the employment relationship. In the event of failure to comply with this obligation, SEOMNIA is entitled, in addition to the success fee, to claim a contractual penalty equal to 8% of the Candidate’s gross annual target salary. The Client and the Candidate shall be jointly and severally liable for this amount.

5.4     In addition to the agreed fee, SEOMNIA is entitled to invoice separately for any expenses incurred and extraordinary additional costs (e.g. travel costs for Candidates, costs associated with external interviews).

5.5     All invoices are issued exclusively in electronic form.

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6.  Termination

6.1     The engagement enters into force upon signature by both parties and remains in effect until the advertised position has been successfully filled. Either party may terminate the engagement by giving one (1) month’s written notice to the end of a calendar month.

6.2     In addition, either party is entitled to terminate the engagement with immediate effect for cause, where circumstances exist that render continued adherence to the agreement unreasonable, and where a written notice period of at least fourteen (14) days granted to remedy the cause has expired without result.

6.3     The following circumstances shall constitute cause for immediate termination within the meaning of clause 6.2:

– failure to settle outstanding, non-statute-barred invoices within a fourteen-day payment period;

– the opening of insolvency or liquidation proceedings against a party, or the rejection of such an application due to insufficient assets;

– a material breach by either party of its contractual obligations, in particular of its duties of loyalty or confidentiality.

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7.  Final Provisions

7.1     Unless expressly stated otherwise, all amounts referred to in these GTC are net amounts, exclusive of any applicable taxes, duties, and levies.

7.2     The exclusive jurisdiction for all disputes arising from or in connection with agreements between the Client and SEOMNIA shall be the courts of Dubai, United Arab Emirates. These GTC and all agreements concluded hereunder shall be governed by and construed in accordance with the laws of the United Arab Emirates.

7.3     Any amendments or supplements to these GTC must be made in writing to be legally effective. This requirement of written form may itself only be waived in writing. Written communications may be sent by registered mail or by email to the last email address provided by SEOMNIA.

7.4     Should any provision of these GTC be or become wholly or partially invalid or unenforceable, the validity of the remaining provisions shall not be affected. The invalid provision shall be replaced by a legally effective provision that most closely achieves the economic purpose of the original provision.