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Terms and Conditions
1. Definitions
In these General Terms and Conditions of Recruitment, the following terms have the following meanings:
a) “Search X”:
The trade name of Search X Recruitment B.V., having its registered office in Haarlem.
b) “Candidate”:
Any natural person recruited and selected by Search X to enter into an employment contract or other contractual relationship with the Client, either in their own name or through and/or in cooperation with natural persons or legal entities in which the Candidate and/or the Client is directly or indirectly involved.
c) “Client”:
The natural person or legal entity for whom Search X endeavours to recruit and select a Candidate.
d) “Assignment”:
The agreement between a Client and Search X pursuant to which Search X provides services to the Client.
e) “Assignment Agreement”:
The document (cover sheet) signed by Search X and the Client in which the specific arrangements for the Assignment are laid down, including the manner of cooperation, the fee and any payment and warranty arrangements.
f) “Emoluments”:
All primary and secondary employment conditions agreed with the Candidate, including but not limited to: bonus (including the On-Target Earnings (OTE) annual salary as specified in the employment conditions or job description), 13th month, 14th month, 15th month, profit distribution, mobility allowance, lease allowance, lease car, pension, non-contributory pension, irregular hours allowance, shares, mobile phone, laptop, health insurance, working-from-home allowance, representation allowance, expense allowance and (flexible) benefits budget. OTE is defined as the total annual salary the Candidate can attain if the objectives or targets are fully realised, including any variable remuneration components such as bonuses and commissions.
2. Applicability
2.1 These General Terms and Conditions of Recruitment apply to and form part of all offers, quotations, assignments and agreements between Search X and the Client, as well as all agreements and/or disputes arising therefrom.
2.2 Deviations from these General Terms and Conditions of Recruitment are only valid insofar as they have been confirmed in writing by a legally authorised representative of Search X. Such deviations apply exclusively to the case concerned and no rights may be derived from them with respect to other legal relationships entered into earlier or later.
2.3 The applicability of any other general terms and conditions used by the Client or referred to by the Client is hereby expressly rejected.
2.4 Search X is entitled to amend these General Terms and Conditions of Recruitment. Amendments will be announced to the Client by e-mail at least 30 days before they take effect and will be published on the Search X website. If the Client does not object to the amendment in writing, stating its reasons, within these 30 days, the amended terms and conditions will apply from the announced effective date, including to ongoing Assignments. In the event of a timely objection, the version most recently accepted by the Client will continue to apply to the ongoing Assignment. Amendments do not affect the fees and other specific arrangements agreed in the Assignment Agreement.
2.5 In the event of any conflict between the Assignment Agreement and these General Terms and Conditions of Recruitment, the Assignment Agreement prevails.
2.6 These General Terms and Conditions of Recruitment have been drawn up in the Dutch and English languages. In the event of differences in interpretation, the Dutch text prevails.
3. Formation of assignments
3.1 An Assignment between Search X and the Client is formed after Search X has confirmed the Assignment in writing, or has commenced performance of the Assignment and has notified the Client thereof.
4. Fees
4.1 The fee for work or services consists of a rate agreed in advance, laid down in the Assignment Agreement.
4.2 Upon request, the Client undertakes to provide Search X with access to the primary and secondary employment conditions, and emoluments actually agreed with the Candidate, or prevailing within the organisation concerned, where applicable.
4.3 Search X applies different rates for its services:
- We Cure You Pay (NCNP) starting from 25%
- Retained starting from 22.5%
- Detavast starting from a 3.0 conversion factor (free takeover after 2,080 hours worked)
- X= vanaf 36% (3% per month, based on a 12-month term)
- Freelance/Interim projects * starting from 35% of the hourly rate or fixed rate per hour
* These are carried out by our partner company “Work X Consulting B.V.” These Freelance/Interim projects are entered into between the Client and “Work X Consulting B.V.” and are laid down per project in separate agreements in accordance with the guidelines of the Dutch DBA Act.
4.4 Unless otherwise provided in the Assignment Agreement, the fee is calculated on the Candidate’s gross annual salary on a full-time basis (based on a 40-hour working week), including holiday pay and Emoluments, irrespective of the working hours agreed with the Candidate. All rates and fees applied by Search X are exclusive of VAT.
5. Invoicing and payment terms
5.1 Unless otherwise agreed in writing, the Client is at all times required to pay Search X’s invoices within 7 days of the invoice date.
5.2 Unless otherwise agreed in writing, the X= subscription is invoiced quarterly in advance; in the event of early departure of the placed candidate, no refund will be made by Search X. The risk of early termination by the Candidate lies entirely with the Client.
5.3 After expiry of the payment term referred to in article 5.1, Search X will send the Client a reminder to pay the outstanding amount within a reasonable period. If the Client has received this written notice of default and fails to comply with it, the Client will be in default. In that case, the Client owes Search X the statutory commercial interest (article 6:119a of the Dutch Civil Code) on the amount still outstanding.
5.4 Both the judicial and the extrajudicial costs relating to the recovery and collection of payments not received from the Client in time are for the account of the Client. The compensation for extrajudicial collection costs is set at no less than 15% of the principal sum due.
5.5 Payments made by the Client will first be applied to the interest due as referred to in paragraph 2 of this article 5, then to the judicial and extrajudicial costs referred to in paragraph 3 of this article 5, and will thereafter be deducted from the oldest outstanding claim.
5.6 If the Client rejects a Candidate introduced by Search X, the Candidate rejects an offer from the Client to enter into an employment contract or other contractual relationship, or the Candidate withdraws or is withdrawn during the recruitment process, and the Client nevertheless enters into an employment contract or other contractual relationship with the Candidate within 18 months after the last introduction of the Candidate to the Client by Search X, the Client will be required to pay Search X the total costs in accordance with article 4 of these General Terms and Conditions of Recruitment, plus an immediately payable penalty of EUR 10,000 per Candidate.
5.7 Objections to an invoice must be submitted to Search X in writing, stating reasons, within 5 days of the invoice date, failing which the invoice is deemed to have been accepted by the Client. An objection does not suspend the Client’s payment obligation.
5.8 The warranty referred to in article 6 lapses if the invoice is not paid within the payment term.
5.9 The Client undertakes not to enter into an employment contract, cooperation agreement or other contractual relationship with employees of Search X or any of its subsidiaries, or with persons who have worked on behalf of Search X in the 12 months preceding the entering into of that relationship, during the term of the Assignment and for a period of 12 months after the end of the Assignment, unless otherwise agreed in writing. Candidates introduced by Search X to the Client do not fall under this article; article 5.6 applies to them. If the Client, in breach of this article, enters into such an agreement or relationship without the prior written consent of Search X, the Client owes Search X an immediately payable penalty of EUR 50,000 per breach, without prejudice to Search X’s right to claim additional damages if the loss suffered exceeds the stated penalty amount.
5.10 If the Client decides to suspend the Assignment, withdraw the vacancy or definitively cancel the position after one or more Candidates have attended an interview with the Client, the Client owes a cancellation fee. The cancellation fee amounts to 30% of the placement fee, calculated on the basis of the median of the stated salary range for the position concerned, as agreed in the assignment confirmation pursuant to article 3.1. The cancellation fee is not due if the suspension or cancellation is directly attributable to negligence or shortcomings on the part of Search X. The cancellation fee must be paid within 7 days of the invoice date. For Retained assignments, the cancellation arrangement of article 11.5 applies instead of this article.
6. Warranty conditions
Unless deviating warranty arrangements have been agreed in the Assignment Agreement, the following warranty conditions apply.
6.1 If a placed Candidate terminates or fails to perform the employment contract before the commencement date, the Assignment will be considered not completed, and Search X will still carry out the Assignment free of charge, provided that:
● the Client has notified Search X in writing within 3 days of the termination or non-performance by the Candidate;
● the termination or non-performance is not the result of the Client amending or failing to perform the employment contract;
● the essential characteristics of the position have not been changed;
● the position has not been withdrawn;
● the termination or non-performance is not the result of redundancy, reorganisation, merger or takeover;
● the Client has paid all amounts invoiced by Search X;
● the conditions described in these General Terms and Conditions of Recruitment have been complied with by the Client.
6.2 If a placed Candidate terminates the employment contract within the 1st month of employment, the Assignment will be considered not completed, and the Client will receive a one-off 50% discount on the placement of a replacement candidate for the same position, provided that:
● the Client has notified Search X in writing within 3 days of the termination by the Candidate;
● the termination is not the result of the Client amending or failing to perform the employment contract;
● the essential characteristics of the position have not been changed;
● the position has not been withdrawn; ● the termination of the employment contract is not the result of redundancy, reorganisation, merger or takeover;
● the Client has paid all amounts invoiced by Search X;
● the conditions described in these General Terms and Conditions of Recruitment have been complied with by the Client.
6.3 The discount described in article 6.2 is granted only once per Assignment. If the replacement Candidate also terminates the employment contract within the first month of employment, no further warranty discounts apply. In that case, a new placement fee will be charged in accordance with the arrangements in the Assignment Confirmation pursuant to article 3.1.
7. Liability
Search X endeavours to find a suitable Candidate but provides no guarantee whatsoever concerning the suitability of the proposed Candidate. The Client is responsible for checking the Candidate’s references and must satisfy itself of the Candidate’s suitability before employing a Candidate introduced by Search X. Except in the case of intent or deliberate recklessness on the part of Search X, Search X is not liable for any damage the Client may suffer in connection with the Assignment, regardless of whether it is caused by the (subsequently established) unsuitability of the Candidate or by other factors. Insofar as Search X is nevertheless liable, this liability is limited to the amount invoiced by Search X to the Client for the Assignment concerned. The Client indemnifies Search X against any third-party claims in connection with the Assignment.
8. Code of conduct
8.1 Search X will exercise discretion concerning the business and personal data of the Client and the Candidate.
8.2 Search X will always advise the Client to the best of its knowledge, conscience and ability regarding information about Candidates that has come to its attention, without prioritising financial gain, but solely professional quality.
8.3 Search X undertakes to treat business information of the Client provided in the context of the performance of the Assignment as confidential. This information will be used exclusively to recruit, select and persuade suitable Candidates to enter into employment with the Client. Search X will only share business information with Candidates if and insofar as this is necessary for the proper performance of the Assignment and solely with the intention of informing the Candidates about the nature of the position and the Client’s organisation. Although Search X uses its best efforts to safeguard confidentiality, Search X cannot be held liable for unintended disclosure or misuse of business information by Candidates or third parties, unless there is intent or gross negligence on the part of Search X.
9. General Data Protection Regulation (GDPR)
The information about Candidates provided by Search X will be treated as strictly confidential by the Client, its personnel and/or persons working for it. The Client will comply with the applicable General Data Protection Regulation (GDPR) and hereby expressly indemnifies Search X against all third-party claims in connection with non-compliance with the General Data Protection Regulation by the Client.
10. Applicable law, competent court
10.1 These General Terms and Conditions of Recruitment and the Assignment to which these General Terms and Conditions of Recruitment apply are governed by Dutch law.
10.2 Disputes arising from or relating to the Assignment to which these General Terms and Conditions of Recruitment apply, as well as disputes concerning these General Terms and Conditions of Recruitment, will, insofar as they fall within the jurisdiction of the district court, be brought before the Amsterdam District Court.
11. Specific provisions for Retained assignments
11.1 The Client grants Search X exclusive rights for a period of 3 months to recruit for the specified position(s). During this period, the Client will not engage or instruct any third party to perform comparable recruitment services for the same position(s). In addition, if full exclusivity has been agreed, the Client will not independently publish the vacancy or vacancies concerned or otherwise bring them to external attention. Candidates originating from the Client’s own network will be included by Search X in the recruitment process. If such a candidate is hired, a reduced rate will apply, the amount of which will be agreed separately.
11.2 The fee amounts to at least 22.5% of the gross annual salary on a full-time basis, including holiday pay, the maximum attainable bonus, management fees or profit-sharing, fixed expense allowances and other Emoluments (including the OTE salary), unless otherwise agreed in the Assignment Agreement.
11.3 Search X will invoice the fee due in three equal instalments, which will be sent as agreed in the Assignment Confirmation.
11.4 The Client will provide feedback within 5 working days of receiving a candidate profile. If no feedback is received, Search X is entitled to initiate the next invoicing moment. In exceptional cases, the Client may request an extension in writing within this 5-working-day period. Any extension granted will not exceed 5 working days from the original end date.
11.5 If the Client decides to cancel or suspend the Assignment after one or more candidates have been proposed or interviewed, a cancellation fee is due. This fee amounts to the next instalment of the agreed fee that has not yet been invoiced. This cancellation fee is not due if the cancellation is the direct result of gross negligence on the part of Search X.
11.6 This Assignment Agreement commences on the agreed start date and has an initial term of 3 months.
– Termination by the Client: The Client may terminate this Assignment Agreement in the event of a serious breach by Search X that has not been remedied within 7 calendar days of written notice, or terminate it early against payment of the cancellation fee as provided in article 11.5.
– Termination by Search X: Search X may terminate this Assignment Agreement at any time, but only on reasonable grounds, such as: repeated failure by the Client to provide timely feedback, lack of cooperation or essential information, non-payment of invoices, or conduct that impedes the success of the Assignment.
11.7 Both parties will comply with the applicable data protection legislation, including the General Data Protection Regulation (GDPR). All shared business and candidate information will be treated as strictly confidential and used exclusively for the performance of this Assignment.