GENERAL DELIVERY AND PAYMENT CONDITIONS
of Heiwegen Consultancy B.V., established in Apeldoorn
Article 1 – Definitions
Client means one who gave the order confirmation. Agency means Heiwegen Consultancy B.V. who accepted the order confirmation, or possible subsidiaries of Heiwegen Consultancy B.V. Order confirmation means all the to deliver or delivered services from the agency to the client. Commitments arising from agreed arrangements between the agency and the client will be considered as ‘effort commitments’. This in tales that the agency is obliged to use a sufficient degree of exertion towards the client as the client of the agency reasonably might expect.
Article 2 – General
a. These terms and conditions are applicable to all (further) arrangements agreed to by the client and the agency concerning services executed by the agency.
b. Conditions deviating from these conditions are only binding, if and insofar the agency has confirmed this written and this shall only apply to the agreement which they have made.
c. If within a period of 1 year after Heiwegen Consultancy B.V. offered (email date) a candidate to the client and the candidate signs a labor agreement, or in any way will do paid work for the initial client, or another department within the same firm, or parent organization or subsidiary, the same agreed rates will apply as agreed in the order confirmation between the initial client and Heiwegen Consultancy B.V.
d. If the organization or subsidiary (s) (of the client) enters into an employment contract with the candidate within 1 year of an e-mail in which the resume of a candidate is submitted, the bureau will charge a fee in accordance with the latest rates list.
Article 3 – Conclusion of the agreement
a. An agreement as intended in the previous article 2.a. is supposed to be concluded after signing the order confirmation confirmed by the client.
b. Changes of and additions to an existing agreement can only bind parties, after these changes and/or additions are confirmed in writing by the agency.
c. If the order confirmation is only confirmed by the agency, and if the client does not make a written objection within 14 days, the contents of this agreement will bind both parties.
d. If the client, after providing order confirmation, still desires changes in the execution of the agreement, he must timely and in writing notify the agency. Are they orally or by telephone communicated, then the risk for the implementation of the modifications are on behalf of the client.
e. Modifications, applied in a previously provided order confirmation, can result in exceeding the previously agreed delivery time by the agency, outside its responsibility.
Article 4 – Rates
a. The client owes the agency a remuneration according to the signed order confirmation by the agency.
b. The agency is entitled to review its rates annually (per 1 January).
Article 5 – Payment conditions
a. Payment of invoices of the agency should not be entitled to the right of offset, and without deduction of any (payment) discount, should be paid within 30 days after invoice date.
b. In the absence of timely payment, the client owes, without any warning or notice is required, commencing 30 days after the invoice date on the principal amount or the unpaid portion, an interest of 1% per month. For calculating the interest, a part of a month is considered as one whole month.
c. All costs, both judicial and extrajudicial, relating to the recovery of the principal amount that is not timely paid, are at the expense of the client. The extrajudicial costs are based on Dutch law (“Besluit vergoeding voor buitengerechtelijke incassokosten d.d. 27 maart 2012”, effective as of July 1st 2012).
d. In case the client is in default, the agency has the right of retention, except where the law prohibits this. In case of non-payment of client the agency is entitled to wholly or partially suspend the proceedings, until payment has been made.
Article 6 – Copyright and Right of Ownership
a. Of all documents, including any designated (if any) recruitment expressions, whereof agency in the performance of its operating activities, consents the copyright of the agency or of the suppliers of the agency, whereof the agency is the license holder.
b. In Article 6 paragraph a referred documents, as it relates to recruitment and selection procedures, are owned by the agency. Partly to protect the privacy of applicants the agency is never held to issue such documents or copies to the client.
c. The client is not permitted to use creatives developed by agency or the suppliers of the agency, under its own name.
Article 7 – Execution of proceedings
a. Agency obliges itself towards the client to execute its assigned work to the best and without undue delay. Detailed time schedule will be provided by Heiwegen as an integral part of the order confirmation.
b. The consultants responsible for the execution of the proceedings will not prematurely replaced by (an) other consultant(s), unless special circumstances. For example, prolonged illness, termination of employment by the agency, or at the urgent request of the client, if required. The replacement of the consultant(s) shall be in consultation with the client.
c. The agency obliges itself to disclose any part of the contract concerning the received data of the business of the client, which they may suspect to be confidential in nature, and undertakes its staff to impose the same confidentiality.
d. Data on applicants must be treated confidentially and must not be passed to third parties.
Article 8 – Liability
a. The agency is only liable towards client for the damage it suffers as a direct result of mistakes made by the agency or by the persons in its service committed during the fulfillment of contract, if and to the extent that such faults under normal conditions, in normal expertise and subject to normal care and method of execution could have been avoided, and subject to the limitations described in the following paragraphs.
b. In determining the way of compensation to be paid by the agency, the more or less serious nature of the error must be taken into account which the damage is the direct result, in that sense that this amount proportionally decreases as the error is less serious. In determining the severity of the error, the consequences of the error only apply to the extent if the agency reasonably should have foreseen.
c. The total damage to be compensated by the agency is limited to the amount of her accruing fees for the order confirmation.
d. The agency shall never be liable for any damage caused by inadequacy, bad behaviour or absence of hired candidates. This includes consequential or indirect damage caused by managerial decisions of hired candidates.
e. When the time schedule of the order confirmation is exceeded, the client may never claim upon cancellation or compensation, except where the agency knew or should have known that when exceeding the confirmed time schedule, the agency caused insurmountable difficulties for the client.
f. The agency is never liable for, not properly or timely execution of his legal orders as a result of force majeure, in the broadest sense of the word, disruptions in the business of the agency when delivery, strikes, sickness or accident, government measures as well as other unforeseen events in the business of the agency and companies, which the agency is connected with during the order confirmation.
g. For inaccuracies in the order confirmation or instructions that the client provided to the agency, the agency is not liable.
h. The agency is not liable for any damage, which the client or third parties suffers, caused by the fault or negligence of candidates hired by the client.
Article 9 – Complaints
a. Complaints must be made in writing within 21 days after signing the contract confirmation.
b. Defects of a part of the delivered order confirmation do not give the right to cancel the whole contract or non-payment of the invoice.
c. The client should enable the agency to repair the damage, or limit through a new delivery.
d. The above applies, except in the cases of intent or gross negligence, also with regard to the direct liability of persons who are employed by the agency.
Article 10 – Default
In case of default, bankruptcy, moratorium or guardianship of the client or Heiwegen Consultancy or cessation or liquidation of his business, shall be deemed to be legally in default. Then the agency is entitled, without notice of default or judicial intervention the agreement or an unexecuted portion (extrajudicial), to dissolve the agreement, or to suspend its execution, without prejudice to its right to compensation.
Article 11 – Applicable Law
With the agency agreed contracts Dutch law is applicable.
Article 12 – Disputes
All disputes arising out of or in connection with agreements to which these General Conditions apply, shall to the extent the law allows, be subject to the judgment of a competent Dutch court.