Terms and Conditions

Procedures and Conditions for Cooperation in Executive Search Assignments

Objective: Our primary objective in every project is the complete satisfaction of our clients. We aim to achieve this through a strong and sustainable commitment to quality. Our processes, dedication, and professionalism ensure that in each project we identify the most suitable candidate within the shortest possible timeframe—one who will contribute to the medium- and long-term success of our clients’ organizations.

To achieve this, we have developed a comprehensive service offering. Our goal is to ensure that the entire process is transparent from the outset and therefore easily verifiable for our clients. While we will make every effort in each assignment to identify the defined ideal candidate, it must be acknowledged that we can only present candidates who actually exist in the market and who are genuinely interested in the role.

To ensure that all potential candidates are identified, we have invested heavily for many years—and will continue to do so—in a unique IT-supported search infrastructure. This allows us to ensure that all potential candidates who have left traces in the global digital landscape can at least be identified.

At the same time, from the beginning of each project we place great emphasis on defining an ideal candidate profile that is both ambitious and realistic. In executive placement and in headhunting generally, the ability to attract candidates has become increasingly important. The most effective support is provided by a consultant who can inspire candidates by presenting the opportunities and circumstances of the new organization in a realistic and compelling way.

The value of external recruitment services is increasingly determined by the consultant’s professional demeanor, integrity, intellectual competence, and interpersonal skills—qualities that allow the consultant to become a trusted advisor, particularly for top-tier candidates.

Our guiding principle is the most careful selection of candidates so that they correspond to the defined ideal profile as closely as possible—ideally approaching a 100% match. This saves our clients valuable time. The final hiring decision always rests with the client. At the same time, we regard it as our professional obligation to provide the highest level of support in this decision-making process.

We measure our success by the degree to which the candidates we place perform successfully within our clients’ organizations. Our aim is to provide our clients with the assurance that in every project they will receive the best possible candidate. This naturally includes supporting the entire negotiation process through to contractual agreement, as well as assisting with the successful integration of the placed candidate into the new environment.

We provide our clients with all relevant information available to us regarding the final candidate. As a rule, this information does not only consist of details obtained directly from the candidate but may also include additional insights gathered from the candidate’s professional environment. This approach serves to minimize the risk of selecting an unsuitable candidate.

Furthermore, our process includes specific verification steps designed to make it highly unlikely that a candidate provides inaccurate information regarding their professional history—for example concerning responsibilities, gaps in their résumé, or achievements claimed.

With regard to candidates’ compensation information, independent verification by us is naturally limited. In such cases we generally rely on the candidate’s statements, while explicitly informing them that inaccurate information will ultimately be uncovered sooner or later.

Absolute confidentiality is the conditio sine qua non of our cooperation with clients. In order to execute our assignments effectively and successfully, we require comprehensive information, which will be treated with the utmost confidentiality.

The same level of confidentiality must also be maintained by the client, particularly with respect to the candidates we recommend.

Confidentiality must be accompanied by openness. We have made every effort to design the executive search process as transparently as possible. Given the significant responsibility toward candidates—who typically leave successful and long-standing employment relationships—it is essential that clients inform us of all developments that may directly or indirectly affect the position to be filled.

We have developed a structured and intensive communication framework, which is described in detail in our company presentation and outlined on our website (www.comites.com). We always strive to adhere precisely to the timelines indicated there. Should deviations become unavoidable, we will inform the client in advance whenever possible.

Fee Structure and Contractual Conditions

Based on the methodology of our search process, we are confident in our ability to execute assignments with a high degree of efficiency and excellent results. We therefore insist that our fee be linked to the quality of the placement as evaluated by the client. This means that our full fee becomes payable only if the placement fully meets or exceeds the client’s expectations. This principle applies to Executive Placement projects. In Digital Hunting projects, our unique fee model also incorporates success-based components.

A key element of our search methodology is that from the very beginning of each project we allocate substantial resources to rapidly identify, approach, and evaluate all possible candidates and to obtain all available information about them.

In principle, our fee amounts to one third of the annual compensation of the candidate who signs an employment contract with our client as part of the respective project. As a rule, annual compensation refers to the total cash compensation, meaning the fixed salary plus the target bonus or guaranteed bonus in the first year.

This fee structure applies to Executive Placement projects. In Digital Hunting projects, the primary service is candidate sourcing rather than evaluation. Services such as support during contract negotiations and post-placement integration are therefore not included. Accordingly, the fee is lower and generally amounts to approximately one quarter of the candidate’s annual compensation.

Our fees are invoiced based on clearly defined project outcomes or milestones. These milestones are typically specified in our individual proposals and are also described in our company presentation.

In all cases, detailed agreements in individual contracts with the client take precedence over these general terms and conditions.

If Comites GmbH introduces a candidate to a client or otherwise brings such candidate to the client’s attention in a verifiable manner (verbally, in writing, or electronically), Comites GmbH shall be entitled to a fee in the event that the candidate is hired or otherwise contractually engaged, in accordance with the provisions set out below.

A candidate introduction shall be deemed to occur whenever Comites GmbH provides the client with information about an identifiable individual, in particular through the transmission of names, profiles, résumés/CVs, or other identifying information.

If the client hires a candidate introduced by Comites GmbH, a total fee of 33% of the candidate’s first annual salary (Total Cash Compensation) with the client shall become payable. This fee is generally structured as 25% due upon signing of the employment contract and 8% after six months of employment, provided the candidate’s performance meets or exceeds the client’s expectations.

This arrangement applies to Executive Placement assignments. For Digital Hunting projects, the fee amounts to 27% of the candidate’s first annual salary (Total Cash Compensation) and becomes due upon signing of the candidate’s employment contract.

The entitlement to a fee exists regardless of whether a formal project agreement has been concluded, and irrespective of the number of candidates hired by the client, provided such candidates were previously identified by Comites GmbH and introduced to the client.

The fee entitlement shall also arise if the client hires or otherwise contractually engages a candidate introduced by Comites GmbH within 24 months from the date of the introduction. This also applies if the candidate is hired for a position different from the one originally envisaged.

The same fee entitlement shall also apply if a candidate:

• is hired in close temporal connection with an ongoing project in addition to the final candidate (“by completion”), or
• is hired within 24 months after being introduced by Comites GmbH, provided that the candidate was identified by an employee of Comites GmbH and demonstrably communicated to the client.

For the purposes of this provision, “hiring” shall include, in particular, the conclusion of an employment agreement, service agreement, executive appointment agreement, consulting agreement, freelancer agreement, interim management agreement, or any other remunerated contractual relationship, regardless of the specific job title, contractual form, or function. This shall also apply if the candidate initially works on a freelance basis, on a project basis, or through a third-party provider and this subsequently leads to a permanent employment relationship.

The fee entitlement of Comites GmbH shall also arise if a candidate introduced by Comites GmbH is not hired directly by the client, but instead by a company affiliated with the client, including any group company, parent company, subsidiary, sister company, or any other economically or organizationally affiliated entity. In such cases, the hiring shall be deemed to have been made by the client.

All candidate profiles and any information about candidates provided by Comites GmbH shall be treated as strictly confidential and may not be disclosed to third parties without the prior consent of Comites GmbH. If such information is nevertheless disclosed to a third party and the candidate is hired or otherwise contractually engaged by that third party within 24 months of the original introduction, Comites GmbH shall also be entitled to a fee in accordance with the fee structure set out in these Terms and Conditions.

If the client claims that a candidate introduced by Comites GmbH was already known to the client prior to the introduction, the client must notify Comites GmbH in writing within five working days of receipt of the candidate introduction and provide appropriate evidence. If such proof is not provided within this period, the candidate shall be deemed to have been introduced by Comites GmbH.

All fee amounts stated here and in our company presentations are exclusive of applicable value-added tax.

Incidental expenses are generally billed based on individual receipts in accordance with our travel expense policy (see Appendix II – Travel Expense Guidelines), in line with the preferences of many of our clients. Alternatively, we may agree on a lump-sum expense arrangement, either as a fixed amount or as a percentage of the fee. When expenses are billed based on receipts, a communication and administrative cost surcharge is applied, either as a fixed amount or as a percentage of the fee (typically 5%).

Our minimum fee for a single search project is €35,000, depending on the service package selected by the client. Unless otherwise agreed individually, the above provisions apply.

In the event of late payment, we reserve the right to suspend the project until the agreed payment has been made. Such suspension will be announced in writing (usually by email).

If Comites GmbH refrains from suspending a project despite late payment in individual cases for strategic reasons, this shall not be interpreted as a waiver of our fee claim.

Should individual provisions of these principles of cooperation be invalid, the validity of the remaining provisions shall remain unaffected.

Place of jurisdiction is Munich, Germany.

If a candidate placed by us is promoted within the first 12 months after joining the client organization or assumes a different role resulting in an increase of their total cash compensation by more than 100%, our fee will be adjusted retroactively. In such cases, the total fee shall amount to 25% of the candidate’s total cash compensation at the time of the adjustment (essentially fixed salary plus target or guaranteed bonus). Such a fee adjustment may occur, for example, if a candidate originally placed as a supervisory board member subsequently joins the executive board.

Comites GmbH • Jacobistraße 2 • 81927 Munich • T +49 89 945485- 30 • info@comites.com

1. Subject of the General Terms and Conditions (GTC)
The General Terms and Conditions (GTC) govern the contractual relationship between Comites GmbH (hereinafter referred to as the Organizer) and participants in the use, payment, and execution of offered and agreed-upon services. They apply to all business transactions with participants and form an integral part of the contract. Deviating terms and conditions of the participants are not applicable. These General Terms and Conditions apply only if a contracting party is a business entity within the meaning of § 14 of the German Civil Code.

2. Conclusion of Contract
A contract is concluded upon the participants’ placement of an order and the corresponding acceptance of the order by the Organizer. The participants can place an order through sending an email, a written order, or orally through a telephone call / in-person. After receipt of the order, participants will receive a confirmation or rejection email.

3. Cancellation Conditions
The order placement is binding and can only be rendered void with the Organizer’s agreement against payment of a cancellation fee. The cancellation fee is as follows: 50% of the training fee for cancellations less than 14 days before the agreed date. 100% of the training fee for cancellations less than 7 days before the agreed date. The Organizer reserves the right to withdraw from the event if there is insufficient booking activity up to 3 weeks (1 week for online training) before the event starts. Expenses already incurred (e.g., flight tickets, hotel reservations) will not be reimbursed to participants, but the paid participation fee can be refunded. Furthermore, rebooking is possible.

4. Contract Duration / Payment Terms
The contract starts and ends specifically and individually at the agreed-upon time. The amount of the participation fee is based on the current prices listed on the Organizer’s website. All services are exclusive of the currently applicable statutory value-added tax. Participants can fulfill their payment obligations only via invoice. Invoicing will be done within one week after the conclusion of the contract. All payments are due without any deduction 14 days after the invoice has been issued. Framework agreements do not apply to training and conference bookings.

5. Liability and Warranty
The Organizer shall be liable in cases of intent or gross negligence in accordance with statutory provisions. Liability for guarantees is independent of fault. For slight negligence, the Organizer shall be liable exclusively under the provisions of the Product Liability Act, for injury to life, body, or health, or for the breach of essential contractual obligations. However, the claim for damages for slight negligence shall be limited to the foreseeable, contract-typical damage, unless liability exists for injury to life, body, or health. The same applies to the negligence of vicarious agents and representatives.
The regulation of the foregoing paragraph shall apply to claims for damages in addition to performance, compensation for wasted effort, regardless of the legal grounds, including liability for defects, delay, or impossibility.

As of March 29, 2023.