Article 1. Definitions
In these General Terms and Conditions, the following definitions shall apply:
Article 2. Applicability of General Terms and Conditions
2.1. These general terms and conditions shall apply to and form part of all offers, quotations of Talent Wire and the Engagement between Talent Wire and Client, to the exclusion of Client’s general terms and conditions.
2.2. Deviations from these general terms and conditions are only valid insofar as they have been confirmed in writing by Talent Wire. Such deviations shall apply exclusively to the case in question and no rights may be derived from them with regard to legal relations entered into at a later date. In these general terms and conditions and the order confirmation, “in writing” means by post and by e-mail.
2.3. The applicability of any other general terms and conditions that may be used or referred to by the Client is hereby expressly rejected
2.4. These general terms and conditions also apply to all subsequent Engagements between Talent Wire and Client.
Article 3. Non-binding offers and formation of the Assignment
3.1. All quotations and cost quotations by Talent Wire are entirely without obligation, unless the contrary expressly follows in an individually addressed written quotation.
3.2. An Assignment between Talent Wire and Client is established as soon as Client confirms Talent Wire’s assignment confirmation letter in writing
3.3. Verbal commitments shall bind Talent Wire only after they have been confirmed by it in writing.
Article 4. Duration and termination of the Assignment
4.1. Unless otherwise agreed in writing, the contract is entered into for a fixed term of one year. The parties are entitled to terminate the agreement in writing by the end of the term with due observance of a notice period of at least one month.
4.2. If Talent Wire and Client have agreed on an Assignment for an indefinite period of time then either party may terminate the agreement in writing with due consideration of a reasonable notice, with at least one month’s notice. Client shall owe the administration fee at all times, even if Client terminates the Assignment for an indefinite period soon after the Assignment.
4.3. Talent Wire and/or Client each have the right to terminate the Assignment with immediate effect, without further notice of default being required, only if the other party: a) is declared bankrupt, b) is granted (provisional) suspension of payments, c) goes into debt restructuring, or d) otherwise loses the power of disposition of its assets.
Article 5. Payment
5.1 Payment must be made within 14 or 30 days of the invoice date by transferring the amount to Talent Wire’s bank account specified on the invoice. After the expiry of the payment period of 14 or 30 days from the date of the invoice, Talent Wire will notify the Client of default. In the event of no response within a reasonable period, Client shall be in immediate default without notice of default being required. The Client shall then owe Talent Wire contractual interest of 2% per month on the outstanding amount.
5.2. In the event that Client is in default, Talent Wire shall have the right to charge Client in full and recover from Client both judicial and extrajudicial costs (including attorney’s fees) related to the collection of its claim.
5.3. In the event Client has comments or complaints about the content of the invoice or the amount of the amount, Client has the opportunity to submit his comments or complaints to Talent Wire in writing, stating reasons, within 14 days from the date of dispatch. After the expiry of the 14-day period, these comments or complaints will no longer be considered and this right of the Client has lapsed within the meaning of Article 6:89 of the Dutch Civil Code.
Article 6. Fairy
Unless otherwise agreed upon in writing between Talent Wire and Client, the amount of the Fee in the successive Assignment(s) shall be the same as the Fee agreed upon between Talent Wire and Client in the Assignment previously entered into between them.
Article 7. Other obligations Principal
7.1. Client is required to provide Talent Wire with all facts and circumstances that may be relevant to the correct execution of the Engagement, as well as all data and information required by Talent Wire, in a timely and complete manner. Client guarantees the accuracy and completeness of all data and information provided to Talent Wire.
7.2. Client agrees to notify Talent Wire in writing as soon as possible, no later than seven calendar days after the agreement of a cooperation, employment or other type of contract with the Candidate, regardless of the effective date of the agreement with Candidate. The notification must consist of the following data:- date of commencement of cooperation/employment- initial(s), name and address of the Candidate – invoice details Client.
7.3. Client is obliged to have Candidate perform work in compliance with the provisions of or pursuant to the Working Conditions Act. Client is further obliged to take such measures and provide such instructions as are reasonably necessary to prevent Candidate from suffering damage in the performance of his work. Client is aware of the liability referred to in article 7:658 of the Dutch Civil Code (employer liability/company accidents) and will do everything possible to prevent such liability. Client shall indemnify Talent Wire against any claims under section 7:658 of the Dutch Civil Code.
7.4. Client warrants that Candidate’s hours of work and working hours will comply with legal and other governmental requirements.
Article 8. Early termination of employment contract and compensation scheme
If the agreement between Candidate and Client is terminated/terminated by Candidate prior to the commencement of the term of the agreement, the Assignment shall be considered uncompleted and Talent Wire shall, without charging any additional costs to Client- except administration costs- still provide for the execution of the Assignment provided:
Article 9. Responsibility and Liability
9.1 Talent Wire guarantees the proper execution of the assignment in accordance with the agreements and procedures laid down in writing in the Assignment. However, Talent Wire is not responsible for information and data provided by Client as part of the Assignment.
9.2. Talent Wire makes every effort to find a suitable Candidate for Client, but cannot guarantee the result. The Client has the obligation to verify the Candidate’s references (including verification regarding diplomas obtained and the like) itself. Client ultimately decides whether the Candidate selected by Talent Wire is suitable.
9.3. Talent Wire’s liability is limited to the amount of damages equal to the amount owed by Client to Talent Wire under the Assignment. Talent Wire cannot be held liable by Client for property damage, loss of sales and/or loss of profits.
9.4. Client has the right to hold Talent Wire liable in writing within a period of 14 days after the damaging event has occurred. After the expiry of the 14-day period, this right of Client shall lapse within the meaning of Article 6:89 of the Dutch Civil Code.
9.5. Talent Wire is not liable to Client for damages and/or losses caused by Candidate to Client or third parties. Client shall indemnify Talent Wire against any third party claims.
Article 10. confidentiality
Talent Wire and Client undertake to maintain strict confidentiality towards all third parties, of all that comes to their knowledge as part of the Assignment. Talent Wire and Client shall ensure that their employees, representatives, observe the same confidentiality. Talent Wire and Client shall not be bound to secrecy of information of which the parties know, or reasonably should know, that it is intended to be disclosed in public, further, the parties shall not be bound to secrecy if the disclosure of information is required by law.
Article 11. penalty clause
If Client fails to comply with the provisions of articles: 7.2, 10 and 12.3 first and second sentence, of these General Terms and Conditions, Talent Wire will draw Client’s attention to this. If no response is received from Client within a reasonable period of time, Client forfeits to Talent Wire, without notice of default being required, an immediately due and payable penalty in the amount of € 7,000.00 for each violation and € 1,000.00 per day or part of a day that the violation continues, with a maximum penalty amount of € 30,000.00. In addition, Talent Wire has the right to claim damages. This penalty clause shall remain in force between Talent Wire and Client for up to 2 years after the termination of the Assignment at the latest.
Article 12. Privacy and changes
12.1. Talent Wire reserves the right to make changes to the applications of the Website if this is desirable for the functioning of the Website. Talent Wire also has the right to take its Website (temporarily) out of service or restrict its use if necessary for maintenance of the Website or modification thereof, without giving rise to any right of Client to compensation to Talent Wire. Talent Wire may refuse and/or remove from the Website postings of resumes, vacancies, business presentations and/or other forms of expression on the Website by Client without becoming liable for damages.
12.2. Client and Talent Wire shall at all times comply with the latest privacy legislation. This includes that Client and Talent Wire will only use the Candidates’ data for the purpose for which it was provided by the Candidates and will not keep the data longer than necessary for the intended purpose. Client undertakes to maintain strict confidentiality regarding the Candidates’ data provided by Talent Wire and shall ensure that its personnel also abide by such confidentiality. Client shall ensure appropriate security of the data provided so that it is protected against unauthorized or unlawful processing. Client shall indemnify Talent Wire against any potential claim by a Candidate based on breach of the General Data Protection Regulation (GDPR) by Client.
12.3. Client is not permitted to use received profiles of Candidates for anything other than their own use. Client may not provide any data on Candidates to third parties in any way without Talent Wire’s permission, unless this is necessary to execute the agreement with Candidate or Client has received express permission from Candidate and from Talent Wire. If a Client introduces a Candidate introduced by Talent Wire or through the Website to another person, company or institution within 12 months of the Candidate’s introduction, resulting in a contractual relationship between such third party and the Candidate, the Client shall be subject to the same obligations to Talent Wire as if it had entered into a partnership with the Candidate itself.
Article 13. Intellectual property and right of use
13.1. Client guarantees that the material supplied by him and the instructions given by him will not lead to any problem in the field of intellectual property and AVG. Client further guarantees that all those involved within Client’s organization have given permission to use and disclose their data and visual material to third parties for the material to be produced by Talent Wire, including advertisements, photos and videos. If Client does not provide rights-free material, Client shall be liable for this. Client shall indemnify Talent Wire against third party claims in this regard.
13.2. All intellectual property rights resting on the proposals to be prepared and work to be performed by Talent Wire on behalf of Client, including advertisements, photographs and videos, shall belong to and remain vested in Talent Wire. The use within Client’s company and reproduction by Client of the work produced by Talent Wire is permitted only within the limits of the purpose of the Assignment.
13.3. Talent Wire has the right to use the material produced in Commission, including advertisements, photographs and videos, for its own marketing purposes.
13.4. Client has the right to use the work produced by Talent Wire, including advertisements, videos and photographs, for a period of two years from the time of final delivery of the work produced under the Assignment. Client is only entitled to change the produced, including advertisements, photographs and videos, with the prior written consent of Talent Wire. After the two-year period, Client shall remove the work produced by Talent Wire from the Internet and also other public media sources to which third parties have access.
Article 14. Other
14.1. The Client shall not be entitled to set-off, suspension, dissolution (subject to Article 4.3 of the General Terms and Conditions), and/or annulment.
14.2. If Client is in default in the correct and/or timely fulfillment of one or more of its obligations, Talent Wire’s obligations to fulfill its own obligations under the Assignment shall be automatically and immediately suspended until Client, has paid in full what it owes.
14.3. These general terms and conditions and the Order are governed by Dutch law.
14.4. The District Court of Amsterdam shall have initial jurisdiction over disputes arising from and/or relating to the Assignment and/or the General Terms and Conditions.
