GENERAL TERMS AND CONDITIONS RECRUITMENT AND SELECTION THSRS Recruitment
Article 1: Definitions
In these General Terms and Conditions, the following terms have the following meaning:
Commissionee: the private company with limited liability THSRS Recruitment, established in Amsterdam, The Netherlands, Herengracht 124-128, acting in this matter under the trade name THSRS Recruitment, to be referred to by this name hereinafter.
Candidate: the natural person who, as a result of an introduction, resp. mediation by the commissionee enters or has entered into an employment contract, and who will conduct work for the client.
Client: the natural person or legal entity who enters or has entered into an order agreement with the commissionee to recruit and select candidates in order to achieve an employment contract between the client and the candidate.
Order/agreement: the agreement valid between the commissionee and the client, whereby the commissionee, at the request of and for the client, selects and recruits one or more candidates in order to achieve an employment contract between the client and the candidate.
Article 2: Applicability
These Terms and Conditions shall apply to all orders, offers and agreements concerning recruitment and selection of candidates by THSRS Recruitment.
Article 3: Purpose, data, execution, conclusion, termination
1. THSRS Recruitment is professionally engaged in introducing candidates to clients, with the purpose of linking candidates, directly or indirectly (e.g. with a management agreement), with an employment contract, on a freelance basis or under any other arrangement, to the client.
2. The client shall provide THSRS Recruitment with all data required for recruitment and selection.
3. THSRS Recruitment makes every effort, within the term agreed to in the order confirmation, after the client has signed the order confirmation for consent, to the best of its ability and based on the data provided by the client, to select those candidates that comply most fully with the demands and the expectations of the client.
4. The client is free in the choice of its candidates and conducts the selection, based on the qualifications and skills of the available candidates, that the commissionee is aware of, on the one hand, and, on the other hand, on the information provided by the client to the commissionee on the work to be conducted. The client is obliged, before entering into an employment contract with the candidate, to form an independent opinion on the suitability of the candidate. The commissionee does not accept any liability if the candidate/employee fails to meet the expectations.
5. A recruitment and selection order is concluded when the client accepts the proposed candidate, or by expiry of the maximum term of the order, agreed between the parties, or by mutual consent. However, THSRS Recruitment undertakes versus the client, during a period of six (6) months after conclusion of the order (hereinafter to be called: period of involvement), to remain emphatically involved in the legal relationship between the candidate and the client.
6. Unless agreed to otherwise by the parties, the agreement can be terminated in the interim, after a proper notification of default in writing, if the other party attributably fails to comply with the obligations in this agreement.
7. The agreement can be terminated by the commissionee, effective immediately, if the client is declared bankrupt, if the client is granted suspension of payment, if the client is placed under administration, or if the client is otherwise incapable of complying with its payment obligations, or if its company is wound up or terminated. The commissionee can never be held to payment of damages after dissolution of the agreement.
8. A candidate is considered to be introduced to the client when the commissionee provides the client with information related to that candidate. As soon as further information on a candidate is requested by or on behalf of the client, or arranging an interview with the candidate is requested, this means that the services and the fees of the commissionee, stated in these Terms and Conditions, are accepted.
9. The commissionee is entitled to a fee if and as soon
as, within 12 months after the commissionee has introduced a candidate to the client, an Employment Relationship is established between the client and that candidate, irrespective of whether there is trial period for the employment.
Article 4: Secrecy and confidentiality
1. THSRS Recruitment undertakes to keep secret all data received concerning the company of the client, of which THSRS Recruitment can assume that these are confidential data.
2. The client shall treat the candidate’s data as confidential and shall not pass these data on to third parties.
3. If violation of the conditions in paragraphs 1 and/or 2 by the client results in an employment relationship between the candidate and a third party, the client shall owe the commissioneethe full fee to which the commissionee would have been entitled if that employment relationship was entered into by the client and the candidate. ‘A third party’ also means a company or partnership affiliated with the client.
Article 5: Non-discrimination
Each candidate has equal opportunity in THSRS Recruitment’s recruitment and selection process, irrespective of age, gender, civil status, sexual orientation, beliefs or faith, political choice, race, ethnic origin or nationality, all of the above without prejudice to the objective and actual job requirements, and provided that the candidate in principle complies with the criteria and requirements of the order.
Article 6: Requirements and permits of the candidates
The client is responsible for and shall ensure that any legal and medical requirements relating to the candidates are complied with. This also includes the application for and obtaining work, respectively residence permits, if applicable.
Article 7: Fees
1. The client shall owe THSRS Recruitment for a mediation fee for the recruitment and selection order, for the nominal amount stated in the ‘order confirmation’. Depending on the level of the annual income, the fee shall either be a fixed fee or a percentage of the candidate’s annual income, irrespective of whether the candidate in fact works for the client for at least one year.
The percentages of the mediation fee are the following:
- annual income between € 50,000 and € 74,999 -> 25% of the annual income;
- annual income between € 75,000 and € 99,999 -> 27.5% of the annual income;
- annual income between € 100,000 and € 149,999 -> 30% of the annual income;
- annual income over € 150,000 -> 35% of the annual income.
‘Annual income’ is: the gross taxable salary, including, but not limited to, a bonus, OTE or provision, usual in the line of business, and possible expense or cost allowances, and/or other additional primary and secondary conditions and benefits granted by the client to the candidate, including: a thirteenth month, holiday allowance, holiday benefits, shift work allowances, (lease) cars and travelling expenses compensation, costs of moving compensation, shares. At his first request, the client shall provide the commissionee with a full survey showing the candidate’s Annual Income, including information on the payment of bonuses and provisions, as soon as that information is known. The mediation fee is owed at the time that the client, either for himself, indirectly and/or for third parties, enters into an employment relationship with the candidate, of any nature whatsoever.
2. The mediation fee shall cover the activities and instruments of THSRS Recruitment, referred to in the ‘order confirmation’. Additional costs for other activities and instruments shall be invoiced separately in consultation with the client.
3. THSRS Recruitment solely works on the basis of retainers, in the sense that THSRS Recruitment invoices 10% of the mediation fee after having provided the shortlist of candidates, and the remaining percentage (5%, 7.5%, 10% and 15% respectively) after the candidate has been placed at or for the client.
4. All amounts stated by THSRS Recruitment exclude VAT.
5. Except for the start-fee referred to in article 7 paragraph 3, the client shall not owe any mediation fee, if THSRS Recruitment is unable, within a possible term agreed between the parties, to select a suitable candidate.
6. THSRS Recruitment shall donate 3% of the mediation fee received by THSRS Recruitment to Charities, which Charities are: Warchild, Nature Reserves The Netherlands, Stop Aids Now. THSRS Recruitment reserves the right to adapt and/or extend the aforementioned list of Charities.
Article 8: Withdrawing and altering an order
1. If the client withdraws or alters the recruitment and selection order before a candidate is accepted, or before the maximum term of an order agreed between the parties has expired, THSRS Recruitment is entitled to charge the client the start-fee referred to in article 7 paragraph 3. Within that context THSRS Recruitment reserves the right – in deviation of the aforementioned – to possibly charge the client for the actually incurred costs until the moment of withdrawal or termination.
2. If the client alters components of the recruitment and selection order to the extent that, in THSRS Recruitment’s opinion, this constitutes a new order, before a candidate is accepted or before the maximum term of an order agreed between the parties has expired, THSRS Recruitment is entitled to charge the client for the additional costs for other activities and instruments referred to in article 7 paragraph 2.
3. The client shall inform the commissionee in writing immediately if he has entered into a commitment with the candidate, as referred to and intended in article 3 paragraph 1. The client shall inform the commissionee in writing of the substance of this commitment and, at first request, shall make a copy of the documents showing this commitment available to the commissionee. If the client does not inform the commissionee within 14 days after the date of commencement of the effective legal relationship between the client and the candidate, the client shall owe the commissionee a compensation of 40% of the Annual Income, to be determined by the commissionee, according to the reasonably to be expected Annual Income, respectively, to the choice of the commissionee, an amount of € 25,000.-.
Article 9: Payment
1. Unless agreed to otherwise in writing, the client shall be obliged to pay THSRS Recruitment’s invoices within 14 days after the invoice date. THSRS Recruitment offers the client a 3% discount on the invoiced amount, if the client has transferred that amount within seven (7) of the invoice date to THSRS Recruitment’s account.
2. After the term in paragraph 1 has expired, the client is in default without notification of default being required. From that time, the client owes interest of 1.5% monthly on the amount still owed. A part of a month shall be considered a full month.
3. Judicial as well as extrajudicial costs for the recovery and collection of overdue payments, meaning costs of legal counsel, attorneys, bailiffs and/or collection agencies, shall be to the account of the client. The compensation for extrajudicial collection costs is fixed at a minimum of at least 15% of the principal owed, with a minimum of € 1,000.
Article 10: Competition and damages
1. Without THSRS Recruitment’s permission, the client is prohibited, for one year after termination of an order, to enter into an employment relationship with a candidate, proposed by THSRS Recruitment and initially rejected by the client, or directly or indirectly employ this candidate.
2. If the client violates the prohibition in paragraph 1, he shall owe damages to THSRS Recruitment, effective immediately, to the amount of the mediation fee referred to in article 6.
Article 11: Force majeure
1. If THSRS Recruitment, due to a failure that is not attributable to THSRS Recruitment, as stipulated in paragraph 2, cannot comply with its obligations versus the client, those obligations are suspended for the duration of the force majeure.
2. ‘Force majeure’ shall mean all circumstances independent of THSRS Recruitment’s will, that impede or delay compliance from this agreement and/or these general terms and conditions, or render this compliance uneconomical, so that compliance with these obligations can no longer be expected from THSRS Recruitment in all reasonableness.
3. If a force majeure situation has lasted longer than three (3) months, the client and THSRS Recruitment are entitled to dissolve the agreement. In that case, the client shall only be obliged to compensate THSRS Recruitment for its actually incurred costs.
4. The parties shall inform each other as soon as possible about a force majeure situation.
Article 12: Additional provisions
1. If the commitment and/or the legal relationship between the client and a candidate is terminated within the period of involvement, referred to in article 5 paragraph 5 of these terms and conditions, i.e. within three (3) months after commencement of the legal relationship and the conclusion of the order, the commissionee shall refund the client the full mediation fee paid by the client to the commissionee, irrespective of who terminated the commitment and/or legal relationship with a candidate. The mediation fee shall not be refunded if and to the extent that the commissionee in all reasonableness and fairness finds such circumstances connected to the aforementioned termination, that the aforementioned intended refund seems unreasonable to the commissionee.
2. THSRS Recruitment shall not charge the client costs for the first two (2) assessments of shortlist candidates (with a maximum value of € 2,500 for each assessment), within the scope of any (new) order to fill a job that is current at the client’s company, respectively a current job description.
3. These Terms and Conditions can only be altered or deviated from if agreed to in writing between the client and the commissionee.
4. The Dutch text of these Terms and Conditions shall prevail over any non-sworn translations thereof.
5. The parties are not entitled to transfer the rights and/or obligations from the agreement to third parties, without the consent in writing from the other party. This consent shall not be withheld without a reasonable reason. The other party is entitled to impose conditions on granting this consent.
6. All commitments of the commissionee, resulting from the order/agreement referred to and/or intended in these Terms and Conditions, are commitments to perform to the best of one’s ability.
Article 13: Liability and indemnification
The commissionee is not liable for damage and loss suffered by the client and/or third parties, in connection to, or as a result of not, not timely or not properly executing the order. The client indemnifies the commissionee against any claims by third parties connected to the execution of the order.
Article 14: Complaints
Any complaints concerning the manner of execution or the quality of the work conducted by THSRS Recruitment shall be notified, in writing and stating the reasons, to THSRS Recruitment, forthwith and no later than within eight (8) days after the work that the complaint concerns was executed or was supposed to be executed. Failure to do so shall result in the forfeiture of any rights that the client could derive from this. Complaints that were submitted in a timely fashion in the proper manner shall be dealt with in consultation between THSRS Recruitment and the client. Complaints do not suspend the client’s payment obligations.
Article 15: Choice of law and jurisdiction
1. The laws of The Netherlands shall apply to these Terms and Conditions and the explanation thereof, offers and introductions by the commissionee, quotations of and agreements with the commissionee, excluding all other laws.
2. All disputes resulting from any quotation, offer, introduction, agreement, or resulting from these Terms and Conditions, and the explanation and execution thereof, shall initially be submitted to the judgment of the compet