General Interim Management Terms and Conditions
Interim Management
Applicable to legal relationships with clients
RIXT.IT B.V.
Lange Kleiweg 14, 2288 GK Rijswijk
Chamber of Commerce registration number: 42032576
www.RIXT.IT
Version: 2026
Article 1 — Definitions
In these General Interim Management Terms and Conditions, the following terms shall have the meanings set out below:
RIXT.IT
The private limited liability company RIXT.IT B.V., established in Rijswijk and registered with the Chamber of Commerce under file number 82086826, trading under the name RIXT.IT.
Interim Manager
Any natural or legal person nominated by RIXT.IT to carry out a specific Project within the Client's organisation, and who performs these activities as an independent contractor, for their own account and risk and without any employment relationship with RIXT.IT or the Client.
Client
The organisation within whose organisation the Interim Manager is to carry out a specific Project.
Affiliated Entity
Any legal entity or company that forms part of a group relationship with the Client within the meaning of Articles 2:24a and 2:24b of the Dutch Civil Code (BW), including parent, subsidiary and sister companies.
Contract
The document to be sent by RIXT.IT by which the assignment is concluded, and which includes at least the scope of the services, the (hourly) rate and the duration of the assignment.
Assignment
The agreement between RIXT.IT and the Client whereby RIXT.IT undertakes to recruit and select an Interim Manager for a Project with the Client.
Project
The activities to be performed on a temporary basis by the Interim Manager at the Client's organisation.
In Writing
Communication by letter, e-mail or via a recognised electronic signing platform (such as DocuSign or equivalent), provided that receipt by the other party can be confirmed or is reasonably ascertainable.
Article 2 — Applicability
2.1 These General Interim Management Terms and Conditions apply to and form part of all offers, assignments and contracts between RIXT.IT and the Client in connection with the performance of interim management by the Interim Manager through RIXT.IT, as well as all agreements and/or disputes arising therefrom.
2.2 These terms and conditions take effect on 1 July 2026, upon which date all General Interim Management Terms and Conditions previously issued by RIXT.IT or RIXT Recruitment B.V. shall cease to apply.
2.3 Deviations from these General Interim Management Terms and Conditions shall only be valid to the extent that they have been confirmed in writing by the board of RIXT.IT B.V. Such deviations shall apply exclusively to the individual case in question.
2.4 The applicability of any other general terms and conditions of the Client is hereby expressly excluded.
Article 3 — Formation of Assignments
3.1 All offers and cost estimates issued by RIXT.IT are entirely non-binding, unless the contrary has been expressly stated in an individually addressed written offer and/or Contract.
3.2 An Assignment shall be deemed to have commenced as soon as the Client invites a Candidate on the basis of a profile provided by RIXT.IT.
3.3 A Contract between RIXT.IT and the Client is only concluded once RIXT.IT has confirmed the Assignment in writing, or the Interim Manager has commenced performance of the Assignment.
Article 4 — Independence of the Interim Manager and Replacement
4.1 The Interim Manager shall perform the Project entirely independently, at their own discretion and without supervision or direction from RIXT.IT or the Client. The Client may provide instructions regarding the result to be achieved and the scope of the Project, but the Interim Manager shall independently determine the method of performance and organise their own activities. The Interim Manager bears entrepreneurial risk and is — subject to the confidentiality obligation in Article 6 — entitled to work simultaneously for other clients.
4.2 RIXT.IT reserves the right to replace the Interim Manager by a third party, after consultation with the Client. RIXT.IT shall independently assess whether replacement is appropriate.
4.3 If, in the opinion of RIXT.IT, the Interim Manager fails to meet the substantive requirements of the Project — following a written and specific statement of the shortcomings by the Client — RIXT.IT shall arrange for a suitable replacement as soon as possible, but in principle within 4 weeks of receipt of the written statement. The Client shall in no event suspend payments to RIXT.IT for the Interim Manager during this process.
4.4 DBA Act context: the parties are aware that the actual performance of the Project is determinative for the classification of the working relationship under the Dutch Deregulation of Assessment of Employment Relationships Act (Wet DBA). The parties undertake to structure and perform the Assignment in such a manner that the independence of the Interim Manager, as characterised in this article, is ensured in practice.
Article 5 — Liability
5.1 RIXT.IT provides no guarantee with respect to the activities performed under the Project.
5.2 RIXT.IT accepts no liability for any loss or damage suffered by the Client as a result of the Interim Manager failing to meet the requirements set by the Client.
5.3 RIXT.IT shall not be liable to the Client for material or immaterial loss or damage and/or third-party claims arising in connection with the performance of the Project, nor for loss or damage arising from acts of RIXT.IT and/or the Interim Manager engaged by it. RIXT.IT shall never be liable for loss of profit, business losses, indirect loss or consequential loss.
5.4 In the event that the interim assignment agreement (OVO) contains a specific clause regarding the Interim Manager's liability insurance, that provision shall prevail. In all other cases, Article 5.3 shall apply without limitation.
5.5 The exclusions in this article shall not apply to loss or damage that is the direct result of wilful misconduct or gross recklessness on the part of RIXT.IT's own senior management.
Article 6 — Confidentiality
6.1 RIXT.IT shall exercise the utmost care in handling information that has come to its knowledge in connection with the Assignment.
6.2 RIXT.IT shall impose on the Interim Manager it introduces the obligation to maintain confidentiality, both during the term of the Contract and after its termination, with regard to all confidential information concerning the Client that the Interim Manager has obtained in the course of the Project.
Article 7 — Non-Competition and Non-Solicitation Clause
7.1 During the term of the Contract and for a period of 18 months following expiry of the Contract, the Client is not permitted, without the involvement of RIXT.IT, to engage the Interim Manager — or, if the Interim Manager is a legal entity, the individual deployed by the Interim Manager at the Client — whether directly or indirectly, in an employment or contractual relationship.
7.2 Compensation upon direct engagement: if the Client or an Affiliated Entity enters into a direct employment relationship with the relevant Interim Manager during or within 18 months of (i) termination of the Contract, or (ii) rejection of an Interim Manager introduced by RIXT.IT, or (iii) the Interim Manager having declined an offer of placement by RIXT.IT, the Client shall owe RIXT.IT the following compensation, calculated as a percentage of the first gross annual income on the basis of a 40-hour working week:
Period
Percentage of gross annual income
Project not yet started through month 3
25%
Months 4 – 6 of the Project
22,5%
Months 7 – 12 of the Project
20%
Months 13 – 18 of the Project
17,5%
After the 18th month of the Project
15%
7.3 In determining the first gross annual income, the following shall be deemed included in addition to the agreed gross periodic remuneration: any guaranteed or reasonably anticipated bonus, profit share or profit distribution, overseas allowances, housing allowances, fixed representation allowances and other emoluments. A company car made available by the Client shall be deemed equivalent to € 8,000 gross annual income.
7.4 Compensation for a contractual relationship concluded without RIXT.IT's involvement: if the Client or an Affiliated Entity enters into a contractual relationship with the relevant Interim Manager outside of RIXT.IT during or within 18 months of termination of the Contract, the Client shall owe a one-time fee equal to 25% of the total fee that RIXT.IT would have invoiced over 12 months on the basis of a 40-hour working week.
7.5 The Client shall notify RIXT.IT in writing within 10 working days of entering into an employment agreement or contractual relationship as referred to in this article, stating the agreed gross annual income.
Article 8 — Code of Ethics, Anti-Bribery and Anti-Corruption
8.1 RIXT.IT shall maintain discretion with regard to business and personal data of the Client and the Interim Manager. Personal data shall only be disclosed with the consent of the Interim Manager concerned.
8.2 The Client undertakes to comply with all applicable legislation relating to the prevention of bribery and corruption. The Client shall not offer, accept or promise any benefit of any kind whatsoever — whether directly or indirectly — in connection with this Agreement or any other agreement with RIXT.IT.
8.3 The Client shall immediately notify the board of RIXT.IT B.V. in writing of any breach of the obligation referred to in Article 8.2. This constitutes a continuing obligation.
8.4 The Client confirms that it acts in compliance with applicable international sanctions legislation issued by the United States, the European Union and the United Nations. If a sanctioned party is involved in the performance of the services, RIXT.IT shall be entitled to terminate the services with immediate effect.
Article 9 — Duration and Termination
9.1 The Contract shall terminate by operation of law upon expiry of the agreed duration. Extension is possible under the conditions set out in the Contract, unless expressly agreed otherwise.
9.2 Notwithstanding Article 9.1, either party may terminate the Contract with immediate effect and without prior notice of default if:
- RIXT.IT, the Client or the Interim Manager is declared bankrupt or is granted a (provisional) suspension of payments;
- the organisation of the Client or the Interim Manager is wound up;
- the Interim Manager dies or is placed under legal guardianship;
- a prejudgment or enforcement attachment is levied on movable and/or immovable assets of the Client;
- the Client is attributably in breach of its obligations under the Contract.
9.3 If the Client is of the opinion that the Interim Manager is not delivering adequate results, the Client must provide RIXT.IT with a written and specific statement of the shortcomings, specifying the particular deficiencies. RIXT.IT shall then be given the opportunity to assess the situation and — where appropriate — to nominate a replacement in accordance with Article 4.3. Termination on the basis of this provision is possible after RIXT.IT has had a reasonable opportunity to respond, but no earlier than 10 working days after receipt of the written statement.
9.4 Subject to the dissolution conditions, a notice period of 1 calendar month shall apply to both parties.
Article 10 — Remuneration and Payment
10.1 The Client shall owe RIXT.IT a fee in accordance with the rate established upon conclusion of the Contract. Unless stated otherwise, travel and accommodation expenses of the Interim Manager are not included in this rate.
10.2 RIXT.IT shall have the Interim Manager maintain a time registration form throughout the performance of the Project, which shall serve as the basis for the calculation of the remuneration.
10.3 RIXT.IT shall at all times be entitled to adjust the remuneration upon amendment of the Contract in the event of statutory and/or collective labour agreement changes affecting the rate, or if the nature of the activities changes substantially.
10.4 RIXT.IT shall invoice on the basis of the actual number of hours/days worked as well as costs incurred, based on a timesheet approved by the Client. RIXT.IT applies a payment term of 30 days from the invoice date.
10.5 Upon expiry of the payment term, the Client shall be in default without any notice of default being required. The Client shall thereupon owe statutory commercial interest on the outstanding amount.
10.6 Upon expiry of the payment term, RIXT.IT shall have the right to terminate the Contract with immediate effect and to cease its activities forthwith.
10.7 Both judicial and extrajudicial collection costs shall be borne by the Client. Extrajudicial collection costs shall amount to at least 15% of the outstanding principal sum.
10.8 RIXT.IT shall at all times be entitled to demand security from the Client for all amounts owed by the Client under the Assignment.
Article 11 — Unavailability and Departure from Employment
11.1 In the event of unavailability, illness or accident of the Interim Manager, the Client shall immediately notify RIXT.IT thereof, so that RIXT.IT may take appropriate measures.
11.2 RIXT.IT accepts no liability for any loss or damage suffered by the Client as a result of unavailability, illness or accident of the Interim Manager.
11.3 If the Interim Manager leaves employment with their employer, RIXT.IT shall use its best efforts to nominate an equivalent Interim Manager as a replacement for the remaining contract period within 2 weeks.
11.4 Subject to the dissolution conditions, a notice period of 1 calendar month shall apply to both parties.
Article 12 — Use of AI in Service Delivery
12.1 In the performance of its services, RIXT.IT uses AI-assisted tools for internal administrative and support processes, such as managing its interim network and internal communications. AI tools are not used to make automated decisions regarding the selection of Interim Managers or the decision whether or not to present Interim Managers to the Client.
12.2 The assessment, pre-selection and nomination of Interim Managers shall at all times be carried out by a consultant of RIXT.IT. The Client may, upon request, be informed of the manner in which AI tools are deployed.
Article 13 — Privacy and Data Protection
13.1 The Client and RIXT.IT are each independently a controller with respect to the personal data they process in the context of the Assignment. The parties shall process personal data in accordance with the General Data Protection Regulation (GDPR) and the national legislation adopted pursuant thereto.
13.2 Personal data of Interim Managers shall only be disclosed by RIXT.IT to the Client with the consent of the Interim Manager concerned and solely for the purposes of the Assignment. The Client shall use the personal data provided exclusively for the purpose for which it was provided.
13.3 In the performance of its services, RIXT.IT uses software tools that may process data outside the European Economic Area. In such cases, RIXT.IT shall ensure that appropriate safeguards are in place, such as the Standard Contractual Clauses adopted by the European Commission.
13.4 For questions regarding the processing of personal data or the exercise of rights under the GDPR, please contact GDPR@rixt.it.
Article 14 — Force Majeure
14.1 Force majeure shall mean any circumstance beyond the control of RIXT.IT that temporarily or permanently prevents the performance of the Assignment, including illness or unavailability of key personnel, failure of information systems or platforms used by RIXT.IT in the performance of its services, government measures and circumstances that structurally affect the relevant candidate market.
14.2 In the event of force majeure, RIXT.IT's obligations shall be suspended. RIXT.IT shall notify the Client in writing of a force majeure situation as soon as possible.
14.3 If a force majeure situation persists for more than 30 days, either party shall have the right to dissolve the Contract in writing without being obliged to compensate the other party for any loss or damage suffered, without prejudice to RIXT.IT's right to reimbursement of costs already incurred.
Article 15 — Complaints
15.1 Complaints regarding RIXT.IT's services must be submitted as soon as possible, but no later than 30 days after the complaint arises, in writing via Feedback@rixt.it.
15.2 RIXT.IT shall acknowledge receipt of the complaint within 5 working days and shall endeavour to resolve the complaint within 20 working days. If a longer handling period is required, the Client shall be notified accordingly in a timely manner.
Article 16 — Intellectual Property
16.1 RIXT.IT does not transfer any rights in respect of work created by an Interim Manager for the Client during the Project. The allocation of intellectual property rights in such work is exclusively a matter between the Client and the Interim Manager.
16.2 All profiles, shortlists and other documents prepared by RIXT.IT are and shall remain the intellectual property of RIXT.IT. The Client may only use these materials for the purpose of the Assignment for which they were provided.
Article 17 — Amendment of These Terms and Conditions
17.1 RIXT.IT is entitled to amend these General Interim Management Terms and Conditions. Amendments shall be communicated to the Client in writing at least 30 days prior to their entry into force and shall apply to all Assignments concluded after the effective date of the amendment.
17.2 Ongoing Assignments shall remain subject to the terms and conditions applicable at the time of their conclusion, unless the parties agree otherwise in writing.
Article 18 — Governing Law and Competent Court
18.1 These General Interim Management Terms and Conditions and the Assignment shall be governed exclusively by Dutch law.
18.2 Disputes arising from or in connection with the Contract or these General Interim Management Terms and Conditions shall, to the extent they fall within the jurisdiction of a court, be submitted exclusively to the District Court of The Hague.
Adopted in Rijswijk, July 2026 | RIXT.IT B.V.