General terms and conditions

Van Leeuwen de Witt B.V. (VLDW)

This is a translation of the Dutch general terms and conditions. In the event of any discrepancy between the English and the Dutch text, the Dutch text prevails.

These General Terms and Conditions are made available to the Client with every agreement or assignment. By accepting a quotation, order confirmation or agreement after these terms have been made available, the Client accepts that they apply.

Article 1. Definitions

VLDW: Van Leeuwen de Witt B.V., established at Lampenistenstraat 9, 1019 TH Amsterdam, registered with the Chamber of Commerce under number 77499107.

Client: the natural person or legal entity that instructs VLDW to provide recruitment, HR or related business services.

Candidate: any person who, in the context of an Assignment, is identified, approached, selected, introduced or proposed to the Client by VLDW.

Assignment: the contract for services between VLDW and the Client within the meaning of article 7:400 et seq. of the Dutch Civil Code.

Placement: the conclusion of an employment contract, contract for services or any other professional collaboration between the Client or an undertaking affiliated with the Client and a Candidate proposed by VLDW.

Article 2. Applicability

2.1 These terms apply to all quotations, order confirmations, Assignments and agreements between VLDW and the Client.

2.2 VLDW makes these terms available to the Client before or upon entering into every agreement and supplies them with every contract.

2.3 General terms and conditions of the Client do not apply, unless VLDW has accepted them expressly and in writing.

2.4 If a written agreement, quotation or order confirmation deviates from these terms, the expressly agreed deviating provision prevails.

Article 3. Formation of the Assignment

3.1 Quotations and offers from VLDW are without obligation and valid for thirty (30) days from their date, unless a different period of validity is expressly stated in them.

3.2 An Assignment is formed as soon as the Client has accepted a quotation or order confirmation in writing or electronically, the parties have signed an agreement, or VLDW has started carrying out the work at the Client's request.

3.3 VLDW carries out the Assignment independently and according to its own professional judgement, taking into account the arrangements made with the Client. VLDW is entitled to engage employees and/or third parties in carrying it out.

Article 4. The services

4.1 VLDW offers its services in the following forms, among others:

a. Recruitment On The Spot: carrying out recruitment and sourcing work for one or more vacancies, projects or agreed periods, whereby the Client pays for the hours actually spent by VLDW at the agreed rate, increased by any agreed fees and costs.

b. Recruitment as a Service: structurally carrying out and/or supporting the Client's recruitment process for an agreed period against a fixed fee per period agreed in advance, increased by any agreed fees and costs.

c. HR Consultancy: advising and supporting the Client in the field of HR, organisation and personnel matters, on a project basis, an hourly basis or against another fee agreed in advance.

4.2 The nature, scope and duration of the services and the applicable rates, fees and other conditions are set out in more detail in the quotation, order confirmation and/or agreement.

4.3 VLDW carries out its work to the best of its insight and ability and with the care that may be expected of a professional service provider. Unless expressly agreed otherwise in writing, VLDW has an obligation to use its best efforts only. VLDW does not guarantee that a vacancy will be filled, that this will happen within a particular period or that a Candidate will remain with the Client for a particular period.

4.4 The Client decides independently whether to enter into an agreement with a Candidate proposed by VLDW and on what conditions.

4.5 VLDW makes every effort to select Candidates carefully and to assess the information provided reasonably. The Client remains responsible for the final selection and appointment decision and, where relevant, for verification of diplomas, references, identity, the right to work and reside and any certificates of conduct.

Article 5. Rates, fees and costs

5.1 The rates, fees and payments applicable to an Assignment are set out in the quotation, order confirmation and/or agreement. These may consist of, among other things, an hourly rate, a startup fee, a fixed periodic fee, a placement fee or a percentage of the Candidate's gross annual salary.

5.2 All amounts stated by VLDW are exclusive of VAT and other levies imposed by the government, unless expressly stated otherwise.

5.3 If work is carried out solely on the basis of hours actually spent, VLDW invoices only the hours actually spent, unless the parties have agreed otherwise in writing.

5.4 Costs of third parties that VLDW incurs for the Assignment after consultation with or with the consent of the Client, including job slots, advertisements, additional InMail credits, assessments or other recruitment resources, are charged on separately.

Article 6. Invoicing and payment

6.1 VLDW invoices in accordance with the arrangements set out in the quotation, order confirmation or agreement. Hours, fixed periodic fees, startup fees, placement fees and other fees may be invoiced separately and at different times.

6.2 Unless agreed otherwise in writing, a placement fee is due as soon as the Client and the Candidate have reached agreement on entering into an employment contract, contract for services or other form of collaboration, regardless of the agreed starting date.

6.3 Invoices must be paid within fourteen (14) days of the invoice date.

6.4 If the Client does not pay an invoice on time, the Client is in default by operation of law without further notice of default and owes the statutory commercial interest from the due date.

6.5 All reasonable extrajudicial and judicial costs incurred by VLDW in obtaining payment are for the account of the Client, with due observance of applicable statutory provisions.

6.6 The Client is not entitled to suspend payment obligations or to set off amounts against claims on VLDW.

Article 7. Obligations of the Client

7.1 The Client provides VLDW in good time with all information that is reasonably necessary to carry out the Assignment properly, including relevant information about the role, the team, the organisation and the employment conditions.

7.2 The Client gives feedback on proposed Candidates within a reasonable period and informs VLDW in good time of changes that are relevant to carrying out the Assignment.

7.3 The Client treats candidate data confidentially and uses it solely for the purpose for which it was provided, except where another valid legal basis applies.

Article 8. Amendment, suspension and withdrawal of an Assignment

8.1 If the Client amends, suspends or withdraws a vacancy or Assignment after VLDW has started carrying it out, all fees due and costs incurred up to that moment remain payable.

8.2 For work on an hourly basis, VLDW invoices the hours actually spent up to the moment of amendment, suspension or withdrawal, as well as any agreed startup fees and external costs incurred or entered into by VLDW.

8.3 If the Client fills a vacancy itself, through another party or otherwise after VLDW has started recruiting, this does not affect the payment obligations for work already carried out, agreed fees and costs incurred.

8.4 For Recruitment as a Service and other assignments with a fixed periodic fee, the agreed term and notice period apply in the event of amendment, suspension or termination.

Article 9. Early departure of a placed Candidate

9.1 A guarantee, free replacement search, refund or other compensation in the event of the early departure of a placed Candidate applies only if and insofar as this has been expressly agreed in writing in the relevant quotation, order confirmation or agreement.

9.2 If nothing has been agreed about this in writing, there is no right to a refund, free replacement or performing new work free of charge.

Article 10. Direct employment or collaboration with a Candidate

10.1 A Candidate proposed by VLDW means any Candidate whose identity, profile, curriculum vitae or other professional information traceable to that person VLDW has provided to the Client in the context of an Assignment, or who has been brought into contact with the Client through VLDW.

10.2 If a Candidate proposed by VLDW enters into an employment contract, contract for services or any other form of professional collaboration with the Client or an undertaking affiliated with the Client within twelve (12) months of the first proposal or contact, the Client owes the placement fee agreed for the Candidate concerned.

10.3 If no placement fee has been agreed for the Candidate concerned, the fee due amounts to 25% of the Candidate's gross annual salary, including holiday allowance and guaranteed emoluments, with a minimum of € 15,000 excluding VAT.

10.4 This article also applies if the collaboration concerns a role or assignment other than the one for which the Candidate was originally proposed, or if the original vacancy has since been changed, filled, withdrawn or ended.

10.5 If the Client states that the Candidate was demonstrably already known to the Client and actively in a procedure for the same or a comparable role before the introduction by VLDW, the Client informs VLDW of this in writing, with reasons, within five (5) working days of the proposal.

10.6 The Client informs VLDW in writing without delay as soon as a collaboration referred to in this article is established.

Article 11. Confidentiality

11.1 VLDW treats confidential information of the Client as confidential and does not share it with third parties, except insofar as this is necessary to carry out the Assignment, is required by law or the Client has consented to it.

11.2 The Client likewise treats VLDW's confidential working methods, commercial arrangements, rates and candidate data as confidential.

11.3 The confidentiality obligations remain in force after the Assignment has ended.

11.4 VLDW may use the name and logo of the Client as a reference only if the Client has given prior consent for this.

Article 12. Personal data

12.1 VLDW processes personal data in accordance with the General Data Protection Regulation and its privacy statement.

12.2 As soon as the Client receives candidate data and processes it for its own recruitment and selection purposes, the Client is in principle an independent controller and responsible for lawful processing and appropriate retention periods.

Article 13. Liability

13.1 VLDW is liable only for direct damage that is the direct result of an attributable failure by VLDW in carrying out the Assignment.

13.2 Insofar as VLDW's liability is covered by insurance, liability is limited to the amount paid out under that insurance in the case concerned, increased by the applicable deductible.

13.3 If for whatever reason no payment is made under an insurance policy, VLDW's liability is limited to the amount the Client paid to VLDW for the Assignment concerned in the twelve months preceding the event causing the damage.

13.4 VLDW is not liable for indirect or consequential damage, including lost profit, lost turnover, lost savings, reputational damage, loss of data and damage as a result of a vacancy not being filled, not being filled on time or not being filled durably.

13.5 VLDW is not liable for acts or omissions of a Candidate, that Candidate's performance at the Client or damage caused by a Candidate during or after a Placement.

13.6 The limitations set out in this article do not apply insofar as the damage is the result of intent or wilful recklessness on the part of VLDW, or insofar as limitation of liability is not permitted under mandatory law.

13.7 Any claim for damages lapses if the Client has not held VLDW liable in writing within twelve months after becoming aware, or after it could reasonably have become aware, of the damage and of VLDW's possible liability.

Article 14. Duration and termination

14.1 The duration of an Assignment is set out in the quotation, order confirmation or agreement. If no duration has been agreed, the Assignment is entered into for an indefinite period.

14.2 An Assignment for an indefinite period may be terminated in writing by either party with due observance of a notice period of one calendar month, unless agreed otherwise in writing.

14.3 An Assignment for a fixed period ends by operation of law at the end of the agreed period and may be terminated early only if this has been agreed in writing.

14.4 VLDW is entitled to suspend the performance of the Assignment or to end the Assignment in whole or in part with immediate effect if the Client materially fails to fulfil its obligations, including payment obligations, after a notice of default has been sent insofar as the law requires this.

14.5 On termination, all work carried out up to the end date, agreed fees, costs incurred and other payment obligations already arisen remain payable.

14.6 Provisions which by their nature are intended to continue after termination, including payment, confidentiality, personal data, liability and the protection of Candidates proposed by VLDW, remain in force after termination.

Article 15. Force majeure

15.1 If VLDW cannot fulfil its obligations due to a circumstance that cannot be attributed to it, the obligations concerned are suspended for as long as the force majeure continues.

15.2 If the force majeure continues for longer than three months, both parties are entitled to end the Assignment in writing without damages, on the understanding that work already carried out and costs already incurred remain payable.

Article 16. Amendment and partial invalidity

16.1 VLDW may amend these terms. Amended terms apply to Assignments formed after the amendment, unless the parties agree otherwise in writing.

16.2 If a provision proves to be wholly or partly void, voidable or otherwise unenforceable, the remaining provisions remain in force. The parties will replace the provision concerned as far as possible with a valid provision that approximates its purpose and intent.

Article 17. Governing law and disputes

17.1 All quotations, Assignments and agreements between VLDW and the Client are governed exclusively by Dutch law.

17.2 The parties will make every effort to resolve a dispute by mutual consultation first. If this does not lead to a solution, the dispute is submitted to the competent court of the district court of Amsterdam, insofar as such a choice of forum is legally permitted.

Van Leeuwen de Witt B.V. · Lampenistenstraat 9 · 1019 TH Amsterdam
Chamber of Commerce 77499107 · VAT NL861026524B01