General Terms and Conditions

1.    Definition

AV-Staffing: AV-Staffing B.V., incorporated in Amsterdam, registered at the Dutch Chamber of Commerce under number 87065193, including all companies or branch offices to be acquired and/or established by AV-Staffing.
Client: The party entering into an agreement with AV-Staffing for the provision of services and/or performance of tasks by AV-Staffing, related to but not limited to the recruitment and selection of one or more Candidates.

Candidate: Any natural person selected by AV-Staffing and/or introduced to the Client.
Services: All services and/or tasks to be performed or that have been performed by AV-Staffing for the Client, including but not limited to the recruitment and selection of Candidates, as well as all engagements specified in the service engagement confirmation.

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2.    General 
2.1    These general terms and conditions (“Terms”) apply to all legal relationships between the Client and AV-Staffing regarding the Services that AV-Staffing has committed to by agreement or service engagement confirmation, together the “Agreement”.
2.2    Any terms and conditions of the Client or of any third party engaged by the Client are hereby expressly rejected.
2.3    The provisions of this Agreement in favour of AV-Staffing shall also apply to its staff, independent contractors, assistants, agents, and subcontractors. 
2.4    This Agreement has been prepared in both Dutch and English. In the event of any discrepancies between the English version and the Dutch version of these Terms, only the Dutch version shall serve as the basis for interpretation regarding the content of these Terms and the intentions of AV-Staffing.
2.5    If AV-Staffing allows any deviations from these Terms, whether explicitly or implicitly, over a short or extended period of time, this shall not affect its right to demand immediate and strict compliance with these Terms at any time. The Client shall never be entitled to any rights based on AV-Staffing’s lenient application of these Terms.

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3. Quotations and Offers
3.1    An agreement between the Client and AV-Staffing is established in one of the following manners and at the following times:
•    Upon AV-Staffing’s receipt of the service engagement confirmation, which was sent to the Client and signed for acceptance;
•    If no service engagement confirmation is sent, upon the Client’s acceptance of an offer made by AV-Staffing, whether implicitly, orally, or in writing;
•    Upon the commencement of services by AV-Staffing, even if the Client has not yet confirmed the engagement in writing to AV-Staffing. The Client must communicate any objections within 5 days after the dispatch of the service engagement confirmation, failing which the service engagement confirmation from AV-Staffing shall be deemed to accurately and fully represent the agreement.
•    An email or hardcopy job description from the Client sent to AV-Staffing is also deemed a legally valid record of the engagement.
3.2    In performing the Services, AV-Staffing does not guarantee a specific result.
3.3    If the parties agree on the timeline within which an engagement should be completed, these timelines should be regarded as indicative and shall not be deemed a material breach of this Agreement. 
3.4    The Client is responsible for their final Candidate selection and acknowledges that AV-Staffing is not liable for any shortcomings of, or damages caused by, Candidates introduced or placed by AV-Staffing.

4. Term
4.1    The Agreement is concluded for an indefinite period, unless the content, nature or purpose of the Agreement determines that it has been entered into for a fixed period. 
4.2    This Agreement shall remain in force until such time as either party gives the other party 1 month notice. Termination of this Agreement shall be without prejudice to the rights of the parties arising prior to, or as a result of, such termination and shall not affect any Introductions made prior to such notice having been given by either party. Notwithstanding the termination of this Agreement, the Fees payable in respect of any introductions or placements made prior to the effective date of termination shall continue to be payable in accordance with clause 7.    
 

5. Guarantee 
5.1    If a guarantee has been agreed upon, such guarantee shall not apply in the event the Candidate is no longer employed by the Client due to reasons such as changes in job responsibilities, reorganization, merger, acquisition, the departure of direct supervisors, the Client is liquidated (or a request thereto has been filed), suspension of payment is granted to Client, Client is declared bankrupt, the Client is placed under guardianship, Client loses the partial or full disposal of his/her capital or revenues, Client sells his/her business and/or if attachment is imposed against Client and this attachment is not lifted within 3 (three) months.

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6. Exclusivity
6.1    If exclusivity has been agreed upon, the Client is prohibited from recruiting Candidates for the vacancy or engagement described in the Agreement through any third party during the exclusivity period. The Client shall also forward all Candidates, including unsolicited Candidates, internal Candidates, and Candidates offered by third parties, to AV-Staffing for inclusion in the process. If the Client unilaterally terminates or cancels the Agreement before the end of the aforementioned exclusivity period, the Client shall pay AV-Staffing a fixed and irreducible compensation equal to the fee that would have been incurred if the vacancy had been successfully filled.

7. Provision of Information
7.1    The Client shall provide AV-Staffing with all information AV-Staffing deems necessary for the proper execution of the Agreement or that the Client should reasonably know is required for its correct performance. The Client guarantees the correctness, the completeness and the reliability of the information and documents that are provided to AV-Staffing. AV-Staffing accepts no liability for any loss/damage of which so ever nature caused by reliance on incorrect and or incomplete records and/or information provided by the Client.
7.2    The Client shall provide AV-Staffing with the necessary data, including the employment agreement between the Client and the Candidate, for determining the fee and the start date of the selected Candidate within 2 business days after such a request from AV-Staffing. If the Client does not provide such data in a timely or correct manner, AV-Staffing is entitled to estimate the gross annual salary and start date and invoice accordingly.
7.3    AV-Staffing assumes the accuracy of information provided by the Candidate about themselves or obtained from references. AV-Staffing is not liable for damages to the Client if the Candidate has misrepresented their employment history or withheld material information or otherwise.
7.4    The Client is not permitted to disclose information about Candidates introduced or placed by AV-Staffing to third parties without prior written consent from AV-Staffing. If no agreement is entered into with the Candidate, the Client must immediately destroy the Candidate’s information.
 

8. Fees

8.1    The fee for the Services is as set out in the service engagement confirmation, offer, or by other means (“Fee”).
8.2    The Client shall pay the Fee to AV-Staffing once the Client enters into any type of employment relationship with the Candidate, whether directly or indirectly. Such Fee is due upon the signing of the employment agreement or when the Candidate commences work for the Client.
8.3    If within 12 months of introduction, a Candidate introduced by AV-Staffing is directly or indirectly hired, placed or otherwise employed by the Client, the Client shall immediately pay AV-Staffing the aforementioned Fee.
8.4    If no Fee has been agreed, the Fee shall be 15% of the gross annual salary plus 8% vacation allowance, based on a standard 38-hour workweek, exclusive of VAT. For part-time employment, the 38-hour workweek is also used as the basis.  
8.5    If the employment contract with a Candidate is based on time registration, the Fee is calculated based on the hours worked for as long as the Candidate is engaged by the Client.
 

9. Payment
9.1    The Fee, plus VAT, is invoiced digitally when the employment agreement is signed or, if the signing is delayed, in the first week of the Candidate’s engagement by the Client.
9.2    The Client shall pay applicable invoices within 14 days of the invoice date. Payment must be made by transfer to the bank account stated on the invoice, without any deduction and/or discount and without the Client being entitled to set off. If payment is not made in full within the aforementioned payment terms, the Client shall be deemed in default, without further notice of default being required.
9.3    In the event the Client is in default, it shall pay AV-Staffing interest equal to the statutory (commercial) interest plus two percent, (Article 6:119 of the Dutch Civil Code) on the principal amount due per month from the moment the Client defaults, whereby part of a month shall be counted as one month.
9.4     In the event the Client is in default, all invoices issued by AV-Staffing shall become due and payable, including the statutory interest and any invoices yet to be issued by AV-Staffing in respect of services and/or work performed in the current invoice period. All costs of collection and recovery of the invoice, including judicial and extrajudicial (collection) costs, shall be borne entirely by the Client. The extrajudicial costs shall amount to at least 15% of the amount to be received, with a minimum of €300, and shall become due as soon as the claim has been handed over for collection.
 

10. Complaints
10.1     Complaints regarding the manner of execution and the quality of the work of AV-Staffing must be communicated to AV-Staffing immediately and at the latest 7 calendar days after the work about which the complaint is made has been carried out or should have been carried out, with reasons and in writing, failing which any right that the Client may derive from it will lapse. Complaints submitted on time and in the correct manner will be dealt with in consultation between the Client and AV-Staffing. Complaints do not suspend the Client's payment obligations.
 

11. Liability
11.1    AV-Staffing shall in no event incur any liability for any losses or damages, including but not limited to direct, indirect, special or consequential damages, business damages, damages due to business stagnation, lost turnover and profit, missed savings, damage to third parties and all other damage that the Client may suffer arising from or pertaining to the Services. AV-Staffing shall not be liable for any losses or damages caused by actions or omissions of third parties involved by AV-Staffing in the performance of this Agreement. 
11.2     If and to the extent that AV-Staffing is considered liable, such aggregate liability of AV-Staffing for damage to the Client is limited to a maximum of the amount of the last invoice paid by the Client to AV-Staffing.
11.3     AV-Staffing is always authorized to limit or undo the damage to the Client as much as possible, for which the Client will provide all cooperation.
11.4     The foregoing does not apply in the event of AV-Staffing's gross negligence or wilful misconduct.
11.5    Rights of action versus AV-Staffing shall lapse in any event six months after the performance of the Services under this Agreement to which said claims relate.
 

12. Miscellaneous
12.1     AV-Staffing is entitled to make unilateral changes to the present Terms. The amended Terms are applicable to all new agreements and offers with effect from the date of amendment and apply to existing agreements effective thirty days upon written communication to the Client of any such change. 
12.2    If one or more of the provisions of these Terms or any other agreement with AV-Staffing should be in conflict with a mandatory statutory provision or any applicable legal regulation, only the provision in question shall lapse and be replaced by a new, legally permissible and comparable provision to be determined by AV-Staffing.

13. Governing Law
13.1    This Agreement shall be governed by Dutch law. The Client and AV-Staffing shall first attempt to resolve any disputes amicably through negotiation, consultation or mediation. Should the parties nevertheless fail to reach agreement, the court in Amsterdam shall have exclusive competence with respect to any claims related to the Services provided.