2. General 

2.1 These terms and conditions apply to all offers, assignments, agreements and activities between client and contractor to the extent that these conditions have not been deviated from in writing. 

2.2 Any conditions of the client to an agreement with the contractor are not applicable, unless these have been accepted by the contractor in writing. 

2.3 If one or more provisions in these general terms and conditions expire or change, the other provisions in these terms and conditions will continue to apply. In that case, both parties will consult with each other to agree on replacement or amended provisions. In doing so, the purpose and intent of the original provision is used as much as possible. 

3. Offers 

3.1 Offers from the contractor are based on the information provided by the client. The Client guarantees that, to the best of its knowledge, it has provided all essential information for setting up, executing and completing the assignment.  

3.2 Offers from the contractor are without obligation and valid for 14 days, unless otherwise agreed. Contractor is only bound by the offer if the client has agreed in writing within 14 days.

3.3 All prices in the offers are excluding VAT and any foreign travel and accommodation costs. 

3.4 Offers from the contractor do not automatically apply to future assignments. 

3.5 If an assignment is being changed, it may be necessary that a new offer has to be made. 

4. Execution of the Assignment 

4.1 The client guarantees that they have provided the contractor with all necessary and essential information for the set-up, execution and completion of the assignment.  

4.2 The contractor is not responsible, nor liable for the provision of the necessary and essential information by the client. 

4.3 When both parties agree that the assignment will be carried out in phases, they agree that those parts that belong to a following phase will be executed after the client has approved the results of the preceding phase in writing. 

4.4 The contractor will, at all times, carry out the assignment to the best of its knowledge, expertise and ability. Depending on the agreed service we promise the following. 

4.4.1 The contractor shall deliver sourcing list(s) as stated in the agreement to the best of its knowledge, expertise and ability. 

4.4.2 The contractor shall deliver continuous sourcing lists as stated in the agreement to the best of its knowledge, expertise and ability. 

4.4.3 The contractor will perform the agreed assignment to sourcing & convince to the best of its knowledge, expertise and ability. The requested result, hiring the proposed candidate(s), cannot be guaranteed. 

4.4.4 The contractor will perform the agreed assignment for the mission to the best of its knowledge, expertise and ability. The requested result, hiring the candidate(s), cannot be guaranteed. 

4.4.5 The contractor will perform the agreed assignment for the RPO to the best of its knowledge, expertise and ability. The requested result, hiring candidate(s), cannot be guaranteed. 

4.5 Both parties agree that the contractor will not approach any of the selected candidates for a period of 2 years after the end of the assignment. 

5. Adjustment of the assignment 

5.1 If changes are being requested by the client, during the execution of the assignment, the contractor will make the necessary adjustments in the assignment. When this leads to additional work, the contractor will send a new offer for the relevant additional work. After written agreement, the contractor will execute the
extra work. 

6. Confidentiality 

6.1 The contractor and the client are obligated to secrecy concerning all confidential information that they have received in the context of their agreement from each other or from other sources. Information is considered to be confidential if this has been communicated by the other party or if this arises from the nature of the information. If one of both parties breaches the obligation to confidentiality, the other
party has the right to terminate the agreement immediately. 

6.2 After the assignment has been completed, the client will become the owner of the data, where after the data will be removed from the contractor’s database. 

6.3 Both the contractor and the client acts in accordance with the GDPR (General Data Protection Regulation) and the AVG (Algemene Verordening Persoonsgegevens) (Netherlands based companies). 

7. Duration of the agreement 

7.1 The duration of the assignment will be agreed upon in the agreement signed by the client and the contractor. 

7.2 Both parties acknowledge that the planning and thus the duration of the assignment may deviate and may be influenced by unforeseen factors. When applicable both parties will agree how to handle the rest of the assignment. 

7.3 Both parties have a 1 month notice period and must be in writing. 

8. Rates 

8.1 All prices in the terms and conditions are a guideline. All rates are excluding VAT. The rates depend on the services and/or products purchased, but include normal travel expenses. Any extra costs will be agreed upon and written in the agreement.

 – Sourcinglist(s); € 750,- per list (30 profiles)

 – Continuous Sourcing; tbd, based upon output required 

– Sourcing & Convince; € 2625,- (ex. success fee) (30 profiles) 

– Mission; € 7500,- (6 weeks, 1 vacancy) 

– RPO; € 750,- (per day on/off site) 

8.2 The applicable rates, are the rates that have been agreed and written in the agreement. 

8.3 All amounts are excluding VAT. 

9. Terms of payment 

9.1 The contractor will send an (advance) invoice once a month. 

9.2 The contractor has the right to require payment in advance of activities, products and services. 

9.3 The client is required to pay the invoice within 14 days of the the invoice date. 

9.4 If an invoice is not paid within 14 days, the client is legally in default and owes interest on the outstanding amount for among others collection costs. The interest is 15% of the total invoice. 

9.5 If the client remains negligent, the contractor will have the right to hand this over to 3rd parties. In that case the client will, in addition to the total amount then due, also be obliged to full compensation of judicial and extrajudicial costs. 

9.6 The contractor has the right to suspend all executions and to terminate the agreement prematurely if the client will remain in default. 

10. Liability 

10.1 The contractor has an obligation of best effort for accepted assignments. If the contractor is liable, then this liability is limited to what is stipulated in this article. 

10.2 The contractor is not liable for damages, of whatever nature, caused by the client providing incorrect and/or incomplete information. 

10.3 The contractor is not liable for damages that the client or any third party suffer as a result of executions and/or the use of products and materials. 

10.3.1 The client indemnifies the contractor against all damages referred to in this article. 

10.4 The contractor is only liable for direct damages suffered by the client that is the direct result of an attributable shortcoming in the performance of the contractor during the assignment. 

10.4.1 The aforementioned liability is in all cases limited to the amount that the contractor has received from the client for the assignment, excluding success fees. 

10.4.2 If the duration of the assignment is longer than 6 months, the aforementioned liability will be limited to a maximum amount equal to the amount received by the contractor over the last 3 months, excluding success fees. 

10.4.3 The liability of the contractor due to attributable shortcomings will only be taken into consideration by the contractor, when the client gives a written notice of default as soon as possible and shows that damages have actually been suffered. 

10.4.4 The client shall provide the contractor with a reasonable period for the exoneration and refutation of the stated shortcoming. 

10.4.5 The notice of default should be as detailed as possible regarding the shortcoming, which gives the contractor an opportunity to respond adequately. 

10.5 The contractor is never liable for indirect damages, including consequential damages, lost profit, missed savings and damages due to business stagnation. 

11. Force Majeure 

11.1 By force majeure is meant, in addition to what is described in the law, all external causes, foreseen or not foreseen, on which the contractor has no influence, but as a result of which it is unable to execute the assignment according to the agreement. 

11.2 In the event of force majeure, the parties will, in consultation, postpone the contract for a period of 3 months if necessary. 

11.3 If the assignment can still not be completed after this period, the costs will be settled proportionally. 

12. Intellectual property and rights  

12.1 The contract and the client agree that, unless otherwise stipulated in writing, the contractor is owner of the intellectual property as well as the copyrights that rests on products and services of the contractor.
12.2 In the events that parts of the agreement will be transferred to the client, these will be transferred at the end of the assignment and only if the client has fulfilled all payment obligations.

13. Privacy and legislation

13.1 The contractor must comply with the Wpbr (wet particuliere recherchebureau’s) and the privacy code (art. 7) associated with it as stated under Dutch law.

13.2 Personal data will be processed in the context of the activities of the contractor, of cours according to the restrictions described in the AVG Algemene Verordening Persoonsgegevens and GDPR (General Data Protection Regulation).

13.3 If necessary or required, a processor agreement can be drawn up.

13.4 If necessary or required, a processor agreement can be signed or drawn up.

14. Applicable law and dispute resolution

14.1 Dutch law is applicable to every agreement and assignment, even if the assignment is carried out abroad, or if the client is established abroad. 

14.2 In the event of disputes between the client and the contractor, both parties will try to resolve the dispute. If it becomes impossible to resolve the dispute, the dispute will by handled by a Dutch court.

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