Terms & Conditions Emprof B.V.
Article 1 Application
1. These general terms & conditions are applicable to all agreements made with Emprof B.V.. The applicability of Employer’s general terms & conditions is explicitly denied.
2. Agreements and contracts that deviate from these general terms & conditions, are only exclusively and lawfully valid if confirmed in writing by Emprof.B.V.
Article 2 Definitions
In these terms & conditions the following is understood to mean:
a. Emprof B.V.: hereinafter referred to as Emprof;
b. Employer: the organisation to which (a) candidate/candidates shall be proposed by Emprof. By Employer is also understood the organisation which the party to which the candidate/candidates is/are first introduced is affiliated with, either organisationally or under company law;
c. Employment contract: as defined by Dutch civil law and including all activities which the candidate may undertake as a freelancer, independent contractor or through third parties for the benefit of the Employer.
Article 3 Agreement
1. By agreeing with the order confirmation Employer declares and acknowledges that the introduction to candidate(s) proposed by Emprof occurs in compliance with all terms and conditions as defined by these general terms & conditions.
2. Emprof is entitled to a conciliation fee when Employer, in accordance with article 7 of these general terms & conditions, enters into an employment contract (irrespective of the job position) with a candidate proposed by Emprof.
Article 4 Provision of information and due diligence
1. Employer is obligated to provide Emprof with all (further) information which may reasonably be of importance to the conciliation in a timely manner.
2. Employer is obligated to exercise due diligence with regard to the candidate and all information regarding the conciliation.
3. Both parties are obligated to confidentiality with regard to all information which was obtained within the scope of their agreement from each other or any other source.
Article 5 Liability
1. In case of liability Emprof shall be liable only for direct damages, limited to an amount equivalent to the agreed upon conciliation fee.
2. Employer is obligated to independently determine the suitability of the candidate before entering into an employment contract. Emprof shall be diligent prior to and during the screening and selection of candidates but this by no means dismisses Employer of his duty to independently investigate. Hence, Emprof does not accept any liability if the candidate fails to meet expectations or if Employer has entered into an employment contract with the candidate based on inaccurate or incomplete information.
3. Emprof is not liable for any damages or losses that may be incurred by Employer or third parties as a result of negligence or misconduct of a candidate during the selection process or after Employer has entered into an employment contract with the candidate.
4. Employer shall indemnify Emprof against third-party liability which is or could be directly or indirectly related to Emprof’s conciliation.
Article 6 General conditions
1. If Employer does not enter into an employment contract with a candidate which was proposed by Emprof and/or the candidate withdraws from the procedure (in any which way) and an employment contract is entered into (irrespective of the job position) within 24 months after first proposal of the candidate by Emprof, Employer is still obligated to pay the conciliation fee in accordance with article 7 of these general terms & conditions.
2. Employer is prohibited from passing on information about candidates to third parties or introducing candidates to third parties in any which way. If Employer breaches this prohibition, Employer is obligated to pay the conciliation fee in accordance with article 7 of these general terms & conditions.
Article 7 Conciliation Fee
1. Employer is obligated to pay Emprof a conciliation fee if and once Employer and candidate have entered into an employment contract, irrespective of the job position. This also includes job positions not mentioned in the order confirmation.
2. The conciliation fee (excluding value added tax) is a percentage of the gross annual salary (including holiday pay ,“13th month salary” and other emoluments) based on full time appointment. The percentage is stated in the order confirmation. Employer is obligated to payment of the conciliation fee once an employment contract has been entered into. Employer will provide Emprof with a copy of the employment contract for administrative purposes.
3. Candidates who were alerted to (vacancy/vacancies at) Employer by Emprof’s doing (in any which way) and go to Employer directly shall be sent back to Emprof. These candidates will be included in the procedure by Emprof in any case. In these cases subsection 1 of this article applies.
4. Reclaim of the invoiced conciliation fee must be communicated to Emprof by registered mail within 8 days after the invoice date, under penalty of forfeiture of all claim rights.
Article 8 Invoices
1. An invoice will be sent to Employer on or shortly after the date the candidate and Employer have entered into an employment contract. The invoice must be paid within 14 days. If Employer is in default despite having been served final notice with an obligation to pay extrajudicial collection costs, then (partial) payments – irrespective of the title under which they are received – will first be deducted from the interest and extrajudicial collection costs and then from the invoices themselves. The extrajudicial collection costs amount to at least 15% of the invoice amount due with a minimum of 150 Euros.
2. If the invoices are not fully paid in a timely manner Employer is in default. Then Emprof is entitled to increase the amount due with interest of 1.5% per month, to be calculated from the expiration date of the invoice due or a part thereof. Proof of default is not necessary in this case.
Article 9 Choice of Forum and Governing Law
1. Emprof shall do their utmost, in compliance with the aforementioned, to be of service to both Employer and candidate(s) to their best ability.
2. To the exclusion of any other judge, arbiter or binding advisor, the District Court of The Hague is authorised to examine disputes, arisen from agreements, orders and the calculated conciliation fee, between Emprof and Employer and/or candidate.
3. All agreements with, proposals of or actions by Emprof which were agreed upon under these general terms & conditions are governed by Dutch Law exclusively, irrespective of nationality and place of residence of Employer and/or candidate.
4. Emprof reserves the right to one-sidedly change these general terms & conditions. Changes will become applicable upon notification of Employer by Emprof.
Leiden, 31 July 2012
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