Terms and Conditions
Article 1 – General
- These general terms and conditions (Terms and Conditions) apply to every offer,
proposal, assignment and agreement issued by MatcHR B.V. (MatcHR) to you (the Client) (together the Parties and each individually the Party) as well as to all future agreements entered into between the Parties and all other contractual relationships and assignments insofar as relating to its recruitment services.
- If a provision in a written agreement between Parties conflicts with these Terms and Conditions, the provision in the agreement shall prevail.
- The application of any of Clients’ conditions are explicitly rejected. MatcHR’s signing or implied or express acceptance of Clients’ documents in or on which it is stated that such conditions apply, is never MatcHR’s acceptance of such conditions.
- Oral commitments by MatcHR are only binding if and when confirmed in writing.
- Assignments, agreements and amendments thereof are only binding when accepted by MatcHR in writing, or when MatcHR starts with the execution thereof. An offer or proposal only applies to the specific assignment and not to possible future assignments. Changes to the agreement can only be agreed between the Parties in writing.
Article 2 – Pricing and payment
- The Client pays all invoices within the timeframe as specified in the agreement. The Client is not entitled to any set-offs (verrekening).
- All rates stated in the agreement are in euro’s and shall be exclusive of VAT and other taxes or levies, as well as any costs to be incurred by MatcHR in connection with the agreement (including but not limited to costs of travel, accommodation and administration).
- MatcHR can adjust its rates in the interim in case of unforeseen cost price increasing circumstances, if these circumstances occur after the establishment of the agreement.
- If the Client fails to pay any amounts owed within the agreed payment term, it will automatically be in default, without a notice of default being required. The Client then owes the statutory interest rate on the outstanding amount, as referred to in sections 6:119a and 6:120 of the Dutch Civil Code. The interest on the payable amount is calculated from the moment that the payment is due, until the moment that the payable amount has been paid by Client in full. The Client shall also owe to MatcHR any reasonable compensation for the extrajudicial costs and for any costs incurred by court proceedings in connection with collecting such claim or exercising its rights.
- Any outstanding amounts by the Client are immediately payable in the following cases:
a. Client is bankrupt or applied for a suspension of payment or any other insolvency procedure;
b. Client (company) is dissolved or liquidated;
c. Client (private individual) is placed under guardianship or deceased.
Article 3 – Terms
- All terms stated by MatcHR have been established to the best of its knowledge, based on the information known to MatcHR when entering into the agreement and they will be respected as much as reasonably possible.
- These terms always apply as target dates, are indicative and are no fatal terms. In all events, including if the Parties have explicitly agreed a final time limit in writing, MatcHR is only in default (verzuim) after the Client has sent MatcHR a written, proper and detailed notice of default (ingebrekestelling) and the reasonable term, that the Client has granted to MatcHR to remedy the breach, has passed.
- MatcHR shall not be bound to any time limits or delivery dates that can no longer be complied due to circumstances beyond MatcHR’s control that have occurred after entering the agreement. If any time limit threatens to be exceeded, the Parties shall consult with each other as soon as possible..
Article 4 – Execution of the agreement
- MatcHR executes the assignment at the best of its knowledge and abilities and
according to the requirements of professional practice. MatcHR aims to find suitable candidates for its client. MatcHR does not give any guarantees whether the candidate is qualified for the vacancy. It is the Clients responsibility to make sure that the candidate is qualified before offering a contract.
- If MatcHR performs the assignment in different phases, MatcHR may suspend any activities on the next phase until Client approved the execution of the last phase in writing.
- If Client does not provide the material or information in time, or otherwise fails to meet its obligations, MatcHR may suspend the execution of the assignment and charge the additional costs, resulting from the delay. MatcHR is not liable for any damages, resulting from incorrect or incomplete information, provided by Client.
- MatcHR is closed for 1 week during the Christmas break, and MatcHR’s staff can be sick and go on regular holidays, which includes public holidays. The aforementioned will not be deducted from the invoice.
- Complaints in the sense of clause 6:89 of the Dutch Civil Code need to be reported in writing to MatcHR ultimately 2 months after they have become known to the Client (and in case of complaints regarding invoices: within two months after the invoice date). Reporting a claim does not in any way give the Client the right to suspend the payment of MatcHR’s invoices, whether in whole or in part. If it is established that a complaint is not justified, Client shall compensate MatcHR for made expenses (like research costs).
Article 5 – Third parties
- MatcHR may involve third parties to (partially) perform the activities. The applicability of section 7:404 of the Dutch Civil Code is explicitly excluded.
Article 6 Force Majeure
- In the event of force majeure (overmacht) affecting one of the Parties, the obligations pursuant to the agreement shall be suspended for as long as the situation of force majeure lasts. However, the suspension shall not apply to the obligations that the force majeure does not concern and/or the obligations that already occurred before the situation of force majeure came into being.
Article 7 – Liability
- MatcHR is only liable for direct damages suffered by Client as a direct consequence of a attributable shortcoming by MatcHR. In this regard, a series of mutually related events that caused damage or loss shall be considered as one event and one fact causing the damage or loss.
- MatcHR is not liable for any indirect damage or loss, including, without limitation, loss of profit, loss of data, claims from third parties, fines, penalties or additional tax demands (naheffingen), lost income or lost savings, reputational damage, or any other indirect or consequential damage or loss.
- The liability of MatcHR shall never exceed the amount paid by its insurer. If MatcHR’s professional liability insurer does not cover the damages, MatcHR’s liability is limited to the amount paid by Client.
- The Client indemnifies MatcHR against any claims from i) third parties (including the Client’s contractors and personnel) that relate to the execution of the agreement and ii) third parties in relation to any intellectual property on materials or information provided by the Client that are used when executing the agreement.
- The Client is entitled to compensation of damages if it reports the damage to MatcHR in writing as soon as possible, but no later than one year after the damage has been caused.
- The limitations set out in this article do not apply if the damages are the result of MatcHR’s deliberate intent (opzet) or willful recklessness (bewuste roekeloosheid).
Article 8 – Confidentiality and privacy
- Parties shall maintain strict confidentiality with regards to all information that has come to their knowledge regarding (the execution of) the agreement and of which they know or should reasonably know the confidentiality of the information, unless disclosure is permitted or obligated by law or a court order.
- MatcHR is allowed to use the logo of the Client in order to provide its services and to communicate that the agreement has been entered into in one or more press releases or other communications.
- Each Party is responsible for their compliance with any applicable data protection laws and regulations. This includes, insofar as required, that the Client is obliged to enter into a processing agreement with its potential candidates.
Article 9 – Dissolution and termination
- A Party is entitled to terminate all or parts of the agreement with immediate effect, without notice of default (ingebrekestelling), without judicial intervention being required and without this creating any obligation to compensate any possible damage or loss of the other Party if any of the following circumstances occurs:
a. the other Party is declared bankrupt (failliet verklaard);
b. the temporary or permanent suspension of payment (surseance van betaling) is granted to the other Party;
c. the enterprise of the other Party is liquidated or discontinued.
- A dissolution will only affect the obligations arising after the dissolution date and will therefore not have any retroactive effect.
- Any rights and duties from the agreement which by their nature and content are
intended to remain in effect, such as liability, force majeure and dispute resolution, shall remain in full effect after the termination or dissolution (ontbinding) of the agreement.
Article 10 Applicable law, forum, and other provisions
- The agreement (and these Terms and Conditions) are governed by Dutch law. Any disputes in connection with the agreement will be submitted to the competent court in Amsterdam, the Netherlands.
- If any of the provisions of the agreement (including these Terms and Conditions) are null and void (nietig) or are declared null and void (vernietigd), this is without prejudice to the legal effect of the other provisions. The Parties will then consult on any null and void or declared null and void provisions in order to include an alternative arrangement. This does not affect the object and tenor of the agreement (including these Terms and Conditions) or the provisions which were null and void or were declared null and void.
- The application of section 7:408 of the Dutch Civil Code is explicitly excluded.
- The Parties are not entitled to transfer any rights from the agreement to a third party without the other Party’s prior written approval.
- MatcHR reserves the right to change these Terms and Conditions. Client agrees that the most recent version of these Terms and Conditions apply to the agreement.