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GENERAL TERMS AND CONDITIONS OF BUREAU BLAAUW B.V.

Article 1 Definitions

The following terms as used in these general terms and conditions will have the following meanings:

  1. Bureau Blaauw B.V.: the legal entity trading under the name of Bureau Blaauw.
  2. Client: the private individual and/or the legal entity with which Bureau Blaauw enters into a written agreement for a recruitment and selection and/or interim assignment.


Article 2 General provisions

2.1 The agreement between Bureau Blaauw and a client will be effective upon receipt of an assignment confirmation signed by the client.

2.2 The rate for recruitment and selection or executive search assignments will be agreed in advance between Bureau Blaauw and the client. That rate will be based on the gross full-time annual income to be paid by the client during the first year for the candidate or candidates employed. This will in any event include: the gross annual salary, the holiday allowance, and the fixed thirteenth/fourteenth month’s bonuses. Any flexible long-service or other bonuses and profit sharing payments will not be taken into account. In certain situations, a “fixed fee” will be agreed, which will be applicable to the assigned candidate or candidates for each individual assignment.

2.3 Interim rates will be presented for each individual assignment by Bureau Blaauw upon presentation of suitable interim candidates to the client.

2.4 Any terms other than the present terms and conditions that have been declared applicable by the client will apply only if and to the extent they do not conflict with the present terms and conditions, the applicability of any general terms and conditions of the client expressly being rejected (Article 6:225(3) of the Dutch Civil Code), unless the client’s terms and conditions have been expressly accepted in writing by Bureau Blaauw.

Article 3 Renewal and (early) termination of the recruitment & selection and/or interim assignment

3.1 In the event that the client fails to perform its obligations under the agreement for professional services with Bureau Blaauw, as well as in the event of a moratorium on payment of debts, bankruptcy or winding-up of the client or its business, Bureau Blaauw will be entitled, without any notice of default or judicial intervention being required, to terminate the agreement with the client with immediate effect, without any entitlement arising on the client’s part to claim damages or a refund of any performance rendered by Bureau Blaauw.

3.2 Any and all costs to be incurred by Bureau Blaauw in connection with termination of the assignment on any of the grounds stated in article 3.1 of these general terms and conditions will be payable by the client.

3.3 Bureau Blaauw will determine the substance of the assignment in cooperation with the client by way of a job profile and a recruitment profile. Any changes to the job and recruitment profile made by the client will be regarded as entering into a new assignment, in which event new conditions, including delivery period and rate arrangements, will have to be agreed.

3.4 If the client wishes to extend the assignment/interim agreement entered into with Bureau Blaauw, it may be decided, by mutual consultation, to continue the agreement entered into between the parties.

3.5 The interim agreement will end by operation of law upon expiry of the contractual term, without any notice of termination by either party being required.

3.6 For the duration of performance of the assignment and for a period of one year following the end of the last assignment, neither the client nor any of the client’s affiliates may enter into any direct or indirect employment relationship or other contractual relationship for the performance of work with any interim manager brokered for the client through Bureau Blaauw, save with the prior written consent of Bureau Blaauw.

Bureau Blaauw will, however, offer the client the opportunity directly to offer employment to an interim manager brokered for the client through Bureau Blaauw, for which Bureau Blaauw will, in such event, charge the client a maximum recruitment and selection fee equal to 20% of the gross annual salary (including 8% holiday allowance and gross emoluments, and based on full-time employment of the interim manager). A client that fails to perform the obligations set forth in this article will forfeit to Bureau Blaauw an immediately payable penalty in the amount of EUR 5,500 per violation, increased by EUR 450 per day, or part of a day, that the violation continues. For the purposes of this article, entering into an employment relationship with an interim manager will be understood as:

oan interim manager (previously) brokered for the client by Bureau Blaauw entering the client’s employ;

othe interim manager’s performance of an assignment for the client, or causing a third party on their behalf, to perform such.

Article 4 Payment and costs

4.1 Bureau Blaauw’s invoices must be paid within 30 days of the invoice date. If such term is exceeded, the client will be in default by operation of law and default interest will be due equal to 1% per month.

4.2 If Bureau Blaauw takes collection measures against a client that is in default, both the judicial and the extrajudicial costs to be incurred in connection with such collection will be fully payable by the client, subject to a minimum equal to 10% of the outstanding balance.

4.3 Any costs charged to Bureau Blaauw by third parties as a result of the performance of the recruitment and selection assignment, such as costs of advertisements and compensation of the candidate, will be payable by the client, unless agreed otherwise in writing.

4.4 In the event of early cancellation of the assignment, the instalments due plus the additional costs incurred will be passed on and/or paid by the client.

Article 5 Direct employment relationship

5.1 If, within 12 months of the introduction of a candidate by Bureau Blaauw to the client without such candidate being employed by the client or otherwise having performed work for the client, the client still, directly or through one or more third parties, enters into an employment relationship with the candidate previously not employed or otherwise having performed work for the client, the client will pay Bureau Blaauw a fee equal to 70% of the client rate that would have been charged for the relevant candidate in respect of the original assignment. Such amount will become immediately due and payable within 14 days of despatch of Bureau Blaauw’s relevant invoice to the client.

Article 6 Guarantee scheme

6.1 If, within 6 months of commencement of the employment agreement, an assigned candidate proves not to be satisfactory because the candidate demonstrably fails to meet the agreed job profile, as a result of which the employment agreement is terminated, Bureau Blaauw will perform the recruitment and selection procedure again at its own expense, for a maximum period of 3 months.

6.2 Paragraph 1 will not apply in the following situations, without trying to be exhaustive, all at Bureau Blaauw’s discretion: in the event of deviations from the job profile for the candidate to be selected as agreed upon appointment; change of the client’s registered office; a reorganisation or staff cutback at the client’s; any other changes on the part of the client or the candidate/employee not known to Bureau Blaauw in advance; any circumstances that should otherwise reasonably be at the expense and risk of the client, or at least not at the expense and risk of Bureau Blaauw, such as pregnancy, the candidate’s moving house, etc.

Article 7 Confidentiality

7.1 Both Bureau Blaauw and the client will be under the obligation to keep confidential any and all information regarding the assignments that, in principle, qualify as confidential.

7.2 Bureau Blaauw will keep confidential vis-à-vis third parties any and all confidential information and data of the client. For the purposes of the assignment, Bureau Blaauw will take every possible precaution to protect the client’s interests.

7.3 The client will safeguard the candidates’ privacy and interests.

7.4 Without the prior written consent of Bureau Blaauw, the client will not make any reports or information on candidates available to any third parties.

7.5 Bureau Blaauw will be entitled to refer to the client as a business relation and to include the client in a list of business relations, to be published either on the website or in any other communications to third parties, unless the client indicates in writing that it objects to the foregoing.

Article 8 Liability

8.1 Bureau Blaauw will at all times perform its assignment for the client to the best of its knowledge and ability. Therefore, Bureau Blaauw’s obligations are limited to an obligation to perform to the best of its ability [inspanningsverplichting]. The parties have clearly agreed that Bureau Blaauw is not subject to an obligation to produce a specific result [resultaatsverplichting].

8.2 Except to the extent provided otherwise in these terms and conditions, neither Bureau Blaauw nor any of its employees will be liable for any loss/damage arising as a result of or in connection with the agreement, irrespective of whether such damage has been suffered by the client or by any third parties.

8.3 If any term agreed between Bureau Blaauw and the client within which the services are to be provided is exceeded, for any reason whatsoever, the client will not be entitled to any claim for damages, to dissolution of the agreement, or to non-performance of any obligation vis-à-vis Bureau Blaauw.

8.4 In no event will Bureau Blaauw be liable for any damage arising on the part of the client or any third party as a result of the incorrectness or lack of clarity of any reference and/or curriculum vitae of a candidate and/or employee introduced by Bureau Blaauw.

8.5 In no event will Bureau Blaauw be liable for the client’s choice for a candidate introduced by Bureau Blaauw.

Article 9 Damage

9.1 In respect of damage suffered by the client, Bureau Blaauw will accept liability only in respect of wilful misconduct or gross negligence on the part of its managerial staff.

9.2 The client will indemnify Bureau Blaauw and/or its employees against any third-party claims as a result of which the liability on the part of Bureau Blaauw and/or its employees will, or could, go beyond the limitations set in these general contractual terms and conditions or in any applicable special conditions.

9.3 Bureau Blaauw’s liability on any ground whatsoever will, either for each individual assignment or for each event, be limited to the contractual price agreed between the parties.

Article 10 Applicable law and choice of forum

10.1 Any and all agreements and legal relationships between Bureau Blaauw and its clients will be governed by the laws of the Netherlands.

10.2 Any and all disputes that may arise between Bureau Blaauw and the client as a result of an agreement in existence between them will, in the first instance, be submitted to the District Court in Amsterdam, the Netherlands.