General terms and conditions

Article 1 - Definitions

Aanwerven BV, established in Woerden, KvK number 92315704, is referred to in these general terms and conditions as service provider. The other party to the service provider is referred to in these general terms and conditions as client. The parties are the service provider and the ordering customer together. The agreement means the service agreement between the parties.

Article 2 - Applicability of general terms and conditions

These terms and conditions apply to all quotations, offers, work, agreements and deliveries of services or goods by or on behalf of the service provider. Deviation from these terms and conditions is only possible if expressly agreed in writing by the parties. The agreement always contains effort obligations for the service provider, not result obligations.

Article 3 - Payment

Invoices must be paid within 30 days of the invoice date, unless the parties have agreed otherwise in writing or a different payment term is stated on the invoice. Payments shall be made without any appeal to suspension or set-off by transferring the amount due to the bank account number specified by the service provider. If the client does not pay an invoice within the agreed period, he shall be in default by operation of law, without any reminder being required. From that moment, the service provider shall be entitled to suspend the obligations until the principal has fulfilled his payment obligations. If the principal remains in default, the service provider shall proceed to collection. The costs related to such collection shall be for the principal's account. If the principal is in default, he owes the service provider, in addition to the principal sum, statutory (commercial) interest, extrajudicial collection costs and other damages. The collection costs are calculated according to the Decree on compensation for extrajudicial collection costs. In case of liquidation, bankruptcy, attachment or suspension of payment of the principal, the service provider's claims on the principal are immediately due and payable. If the principal refuses to cooperate in the performance of the order by the service provider, he is still obliged to pay the agreed price to the service provider.

Article 4 - Offers and tenders

The service provider's offers are valid for at most 2 months, unless a different period of acceptance is specified in the offer. If the offer is not accepted within that period, the offer lapses. Delivery times in offers are indicative and do not entitle the customer to dissolution or damages if they are exceeded, unless the parties have expressly agreed otherwise in writing. Offers and quotations do not automatically apply to repeat orders. The parties must agree explicitly and in writing.

Article 5 - Prices

The prices mentioned on offers, quotations and invoices of the service provider are exclusive of VAT and any other government levies, unless explicitly stated otherwise. The prices of goods are based on the cost prices known at that time. Increases thereof, which could not be foreseen by the service provider at the time of making the offer or entering into the agreement, may result in price increases. With regard to the services, parties may agree on a fixed price when concluding the agreement. If no fixed price has been agreed, the rate with regard to the services may be determined on the basis of the hours actually spent. The rate shall be calculated according to the service provider's usual hourly rates, valid for the period in which he performs the work, unless a different hourly rate has been agreed. If no rate based on actual hours spent has been agreed, a target price for the services shall be agreed, with the service provider entitled to deviate from it up to 10%. If the guide price exceeds 10%, the service provider shall inform the client in due time why a higher price is justified. In that case, the client is entitled to cancel part of the order that exceeds the guide price plus 10%.

Article 6 - Price indexation

The prices and hourly wages agreed when entering into the agreement are based on the price level applied at that time. The service provider has the right to adjust the fees to be charged to the ordering customer annually per 1 January. Adjusted prices, rates and hourly wages shall be communicated to the principal as soon as possible.

Article 7 - Provision of information by the client

The principal shall make all information relevant to the performance of the order available to the service provider. The principal shall make available all data and documents the service provider considers necessary for the correct performance of the order, in time and in the desired form and manner. The principal guarantees the correctness, completeness and reliability of the data and documents made available to the service provider, even if they originate from third parties, insofar as the nature of the order does not dictate otherwise. The principal shall indemnify the service provider against any damage in whatever form resulting from not complying with the provisions of the first paragraph of this clause. If and to the extent the principal so requests, the service provider shall return the documents concerned. If the principal does not make available the data and documents required by the service provider, or does not make them available in time or properly, and the performance of the order is delayed as a result, the resulting extra costs and extra fees shall be for the principal's account.

Article 8 - Execution of the agreement

The service provider shall execute the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship. The service provider has the right to have work performed by third parties. The performance shall take place in mutual consultation and after written agreement and payment of any agreed advance payment. It is the client's responsibility that the service provider can start the assignment in time.

Article 9 - Contract duration

The agreement between the client and the service provider is entered into for an indefinite period of time, unless the nature of the agreement dictates otherwise or the parties have expressly agreed otherwise in writing. If within the term of the agreement the parties have agreed a term for the completion of certain activities, this is never a fatal term. If this term is exceeded, the client must give the service provider written notice of default.

Article 10 - Modification of the agreement

If, during the execution of the agreement, it appears that for a proper execution of the assignment it is necessary to change or supplement the work to be done, the parties shall adapt the agreement accordingly in good time and in mutual consultation. If the parties agree that the agreement is amended or supplemented, the time of completion of the execution may be affected as a result. The service provider shall inform the client of this as soon as possible. If the change or supplement to the agreement has financial and/or qualitative consequences, the service provider shall inform the client thereof in writing as soon as possible. If parties have agreed on a fixed fee, the service provider shall also indicate to what extent the change or supplement to the agreement results in an increase of this fee.

Article 11 - Force majeure

In addition to the provisions of section 6:75 of the Dutch Civil Code, a service provider's failure to meet any obligation to the principal cannot be attributed to the service provider in case of a circumstance beyond the service provider's control, as a result of which the service provider is fully or partially prevented from meeting his obligations to the principal or as a result of which the service provider cannot reasonably be required to meet his obligations. Such circumstances shall include non-performance by suppliers or other third parties, power failures, computer viruses, strikes, bad weather conditions and work interruptions.

If a situation as referred to above occurs as a result of which the service provider cannot fulfil its obligations to the principal, such obligations shall be suspended for as long as the service provider cannot fulfil its obligations. If the situation referred to in the previous sentence has lasted for 30 calendar days, the parties have the right to dissolve the agreement in full or in part in writing.

The service provider shall not be liable to compensate any damage in the case referred to in the second paragraph of this article, even if the service provider enjoys any advantage as a result of the force majeure situation.

Article 12 - Set-off

The principal waives his right to set off a debt to the service provider against a claim against the service provider.

Article 13 - Suspension

The client waives the right to suspend the fulfilment of any obligation arising from this agreement.

Article 14 - Transfer of rights

Rights of a party under this agreement cannot be transferred without the prior written consent of the other party. This provision counts as a stipulation with effect under property law as referred to in Article 3:83 paragraph 2 of the Dutch Civil Code.

Article 15 - Extinction of the claim

Any right to compensation for damage caused by the service provider shall in any event lapse 12 months after the event from which the liability arises directly or indirectly. This does not exclude the provisions of Section 6:89 of the Dutch Civil Code.

Article 16 - Warranty

The parties have entered into an agreement of a service nature, which contains for the service provider only an obligation of effort and therefore no obligation of result.

Article 17 - Insurance

The principal undertakes to adequately insure and keep insured delivered goods that are necessary for the execution of the underlying agreement, as well as goods of the service provider present at the principal's premises and goods delivered under retention of title, against, inter alia, fire, explosion and water damage and theft. The principal shall make the policy of such insurance available for inspection upon first request.

Article 18 - Liability for damage

The service provider shall not be liable for damages resulting from this agreement, unless the service provider caused the damages intentionally or with gross negligence. In the event that the service provider owes damages to the principal, the damages shall not exceed the fee. Any liability for damage resulting from or related to the performance of an agreement shall always be limited to the amount paid in the relevant case by the (professional) liability insurance(s) taken out. This amount shall be increased by the amount of the excess under the relevant policy. The limitation of liability shall also apply if the service provider is held liable for damage resulting directly or indirectly from the improper functioning of equipment, software, data files, registers or other items used by the service provider in the performance of the order. Not excluded is the service provider's liability for damage resulting from intent or deliberate recklessness of the service provider, its managerial or subordinate employees.

Article 19 - Liability of client

If an order is given by more than one person, each of them shall be jointly and severally liable for the amounts due to the service provider under that order. If an assignment is given directly or indirectly by a natural person on behalf of a legal entity, this natural person may also be the private principal. This requires that this natural person can be considered the (co-)policymaker of the legal entity. In case of non-payment by the legal entity, the natural person is therefore personally liable for the payment of the invoice, irrespective of whether it is made out in the name of a legal entity or in the name of the principal as a natural person or both of them, whether or not at the principal's request.

Article 20 - Indemnification

The client shall indemnify the service provider against all third-party claims related to the goods and/or services provided by the service provider.

Article 21 - Obligation to complain

The principal shall be obliged to immediately report complaints about the work performed to the service provider in writing. The complaint shall contain as detailed a description as possible of the shortcoming, so that the service provider is able to respond adequately. In any case, a complaint cannot lead to the service provider being obliged to perform other work than agreed upon.

Article 22 - Retention of title, right of suspension and right of retention

The goods and parts delivered to the principal shall remain the property of the service provider until the principal has paid the entire agreed price. Until that time, the service provider may invoke its reservation of title and repossess the goods. If the agreed amounts to be paid in advance are not paid or not paid in time, the service provider has the right to suspend the work until the agreed part has been paid. This shall constitute creditor default. Late delivery cannot be held against the service provider in that case. The service provider shall not be entitled to pledge or otherwise encumber the goods subject to his reservation of title. If goods have not yet been delivered, but the agreed advance payment or price has not been paid as agreed, the service provider has the right of retention. The goods shall then not be delivered until the customer has paid in full and in accordance with the agreement. In case of liquidation, insolvency or suspension of payment of the principal, the obligations of the principal shall be immediately due and payable.

Article 23 - Intellectual property

Unless the parties have agreed otherwise in writing, the service provider retains all intellectual absolute rights (including copyright, patent right, trademark right, drawing and model right, etc.) to all designs, drawings, writings, carriers with data or other information, quotations, images, sketches, models, models, etc. The said intellectual absolute rights may not be copied, shown and/or made available to third parties or used in any other way without the written consent of the service provider. The principal undertakes to keep confidential the confidential information made available to him by the service provider. Confidential information shall in any case mean that to which this article relates, as well as the company data. The principal undertakes to impose on his staff and/or third parties involved in the performance of this agreement a written duty of confidentiality of the scope of this provision.

Article 24 - Confidentiality

Each party shall keep secret the information it receives (in whatever form) from the other party and any other information concerning the other party which it knows or can reasonably suspect to be secret or confidential, or information the dissemination of which it can expect to harm the other party, and shall take all necessary measures to ensure that its personnel also keep the said information secret. The duty of confidentiality referred to in the first paragraph of this article shall not apply to information:

that was already in the public domain at the time it was received by the recipient or has subsequently become public without a breach by the receiving party of a confidentiality obligation incumbent on it
which the responsive party can prove was already in its possession at the time of provision by the other party
received by the receiving party from a third party where that third party was entitled to provide that information to the receiving party
disclosed by the receiving party on the basis of a legal duty The confidentiality obligation defined in this article applies for the duration of this agreement and for a period of three years after its termination.

Article 25 - Penalty for breach of duty of confidentiality

If the client breaches the article of these general terms and conditions on confidentiality, the client forfeits to the service provider an immediately payable fine of €5,000 for each breach and, in addition, an amount of €500 for each day that the breach continues. This is irrespective of whether the breach can be attributed to the principal. Moreover, no prior notice of default or court proceedings are necessary for the forfeiture of this penalty. Nor does it require any form of damage. Forfeiture of the fine referred to in the first paragraph of this article does not affect the service provider's other rights including its right to claim damages in addition to the fine.

Article 26 - Non-acquisition of staff

The principal shall not employ any employees of the service provider (or of companies called upon by the service provider for the performance of this agreement and who are or have been involved in the performance of the agreement). Nor shall he otherwise have them work directly or indirectly for him. The prohibition in paragraph 1 applies during the term of the agreement until one year after its termination. There is one exception to this prohibition: the parties may make other agreements in good business consultation. These agreements shall apply insofar as they are recorded in writing.

Article 27 - Modification of general terms and conditions

The service provider may amend or supplement these terms and conditions at any time.
Changes of minor importance can be made at any time.
Major substantive changes will be discussed by the service provider with the customer in advance whenever possible.

Article 28 - Privacy policy

The service provider is committed to the protection of personal data and processes personal data only in accordance with the General Data Protection Regulation (GDPR).
The service provider only collects and processes personal data necessary for the performance of the agreement with the client, such as contact details of contact persons, and - if applicable - data of candidates mediated or proposed by the service provider.
The service provider does not retain personal data longer than strictly necessary for the performance of the service, unless a longer retention period is required by law or explicitly agreed with the data subject.
Personal data is not shared with third parties, unless this is necessary for the performance of the agreement (e.g. with candidates, clients, subcontractors or IT service providers), or when the service provider is legally obliged to do so.
The client guarantees that personal data provided by it to the service provider have been lawfully obtained and processed, and indemnifies the service provider against any third-party claims in this regard.
Data subjects have the right to access, correct, limit or delete their data. Requests to this effect may be addressed to: info@aanwerven.nl or in writing to the service provider's postal address.

Article 29 - Applicable law and competent court

Any agreement between the parties shall be governed exclusively by Dutch law.
The Dutch court in the district where the service provider is established/practicing/offices is exclusively competent to take cognisance of any disputes between the parties, unless otherwise required by mandatory law.

These general terms and conditions apply from: 01 January 2024