Terms and Conditions

ARTICLE 1 GENERAL

1.1 These general terms and conditions of Pro Contact B.V., hereinafter: “General Terms and Conditions”, apply to all offers made by Pro Contact B.V., hereinafter: “Pro Contact”, and to all agreements concluded by Pro Contact under which it provides services or performs work.

1.2 Any general terms and conditions of the other party, hereinafter: “Client”, or deviations from these General Terms and Conditions shall only apply if explicitly agreed upon in writing.

1.3 All offers made by Pro Contact in any way are without obligation, unless otherwise stated.

1.4 Prices are in euros and exclusive of value added tax (VAT) and travel expenses of EUR 0.49 per kilometer, unless otherwise stated.

1.5 Subscriptions are quoted and entered into in periods of 4 weeks (not months).

 

ARTICLE 2 INVOICING AND PAYMENTS

2.1 Pro Contact invoices on a 4-week basis (not per month).

2.2 Subscriptions and/or hours are invoiced afterwards. One-time products (such as websites, photo and video productions) are invoiced 50% in advance and 50% upon delivery.

2.3 Pro Contact reserves the right (in deviation from article 2.2) to invoice in advance or require security, for example in the case of low creditworthiness of the Client.

2.4 Payment must be made within 14 days of the invoice date to the bank account number indicated on the invoice.

2.5 The date of payment is the date on which the amount due is credited to the bank account of Pro Contact. The Client is not permitted to suspend payment or to invoke set-off on account of (alleged) counterclaims.

2.6 If the payment term referred to in paragraph 1 of this article is exceeded, the Client shall be in default by operation of law and shall, without further notice, owe Pro Contact compound interest of 1% per month on the outstanding invoice(s). In that case, the Client shall also owe compensation for extrajudicial collection costs, amounting to 15% of the unpaid invoice(s).

2.7 Legal costs incurred by Pro Contact shall be borne by the Client. These judicial costs consist of all legal and procedural assistance costs incurred during legal proceedings, even insofar as these exceed the applicable liquidation rate.

 

ARTICLE 3 PERFORMANCE OF THE AGREEMENT

3.1 Pro Contact shall make its best efforts to perform its services with due care, in accordance with the agreements recorded in writing with the Client. All services of Pro Contact are performed as an agreement of assignment as referred to in article 7:400 of the Dutch Civil Code, based on a best-efforts obligation (and not a result obligation). This expressly means that Pro Contact cannot be held to or be responsible/liable for a specific result or outcome (such as the number of candidates).

3.2 The agreement (and therefore invoicing) commences on the date of the kick-off session. Delays caused by the Client, for example by not (timely) providing cooperation or necessary data, do not affect this and remain the responsibility of the Client (meaning that the payment obligation for the full agreement continues to rest with the Client). In the event of such delay, Pro Contact has the right (but not the obligation) to suspend the execution of the agreement.

3.3 The terms for providing a service or carrying out work are not of a fatal nature. If Pro Contact has not performed (on time), it must be put in default in writing and be granted a period of 30 days to still fulfill its obligations. Only if Pro Contact fails to comply even after this additional 30-day period will it be in default and may there be a failure in the performance of the agreement.

3.4 Pro Contact works on the basis of exclusivity, meaning that during the cooperation with Pro Contact no other organizations may be engaged for similar services (such as filling vacancies).

3.5 Pro Contact is entitled to have (part of) the agreed services performed by one of its group companies or by third parties.

 

ARTICLE 4 COMPLAINTS

4.1 If the Client has a complaint, it must be submitted to Pro Contact immediately in writing. Article 3.3 applies accordingly.

4.2 A claim by the Client against Pro Contact shall expire if it has not been submitted in writing and with reasons to Pro Contact within one month after the Client became, or could reasonably have become, aware of the facts on which the claim is based.

4.3 Complaints regarding any invoice of Pro Contact must be submitted in writing within 7 calendar days after the date of dispatch of the invoice. The burden of proof that a complaint has been lodged in time rests with the Client. After this 7-day period, complaints will no longer be dealt with and the liability for the invoice shall be irrevocably established.

4.4 A complaint does not affect the Client’s payment obligation.

4.5 If Pro Contact nonetheless pays attention to a complaint outside the cases described in this article, this is entirely voluntary and the Client cannot derive any rights from it.

 

ARTICLE 5 LIABILITY

5.1 Pro Contact can only be held liable for direct damage arising from or related to the performance of the agreement.

5.2 Pro Contact shall never be liable for indirect damage, such as loss of revenue, lost profits, lost savings, business interruption, or damage to third parties.

5.3 If liability of Pro Contact for direct damage has been established, such liability shall be limited to the amount of actual damage suffered by the Client, with a maximum equal to the invoice amount of the part of the assignment to which the liability relates.

5.4 By way of derogation from legal limitation periods, the limitation period for all claims and defenses against Pro Contact is one year after the claim arose.

5.5 The limitations of liability set forth in these General Terms and Conditions do not apply if the damage was caused intentionally or by deliberate recklessness of Pro Contact or its managing directors.

 

ARTICLE 6 DURATION AND TERMINATION

6.1 Fixed term. An agreement or extension for a fixed term cannot be terminated or paused prematurely by the Client.

6.2 Fixed term. Notice of termination of a fixed-term agreement must be given in writing no later than two weeks before the end of the agreement. Without written notice, the cooperation will automatically and implicitly be extended for an indefinite period after the contract term has expired.

6.3 Indefinite term. An agreement or extension for an indefinite term may be terminated or paused by the Client with due observance of one calendar month written notice.

6.4 4 weeks/one-off product. An agreement for 4 weeks or for a one-off product (not being a subscription, such as a website), cannot be terminated prematurely and – by way of derogation from article 6.2 – ends automatically.

6.5 If the Client’s needs have changed but termination is not (yet) possible or during the notice period (both for fixed-term and indefinite-term agreements), there are two options:

1. the agreed hours may, in consultation, be used for another expertise or service during the cooperation period;
2. the invoices will continue to be paid, but hours will not be used and will be accumulated as credit, which can be used within one year.

 

ARTICLE 7 SUSPENSION AND DISSOLUTION

7.1 Pro Contact has the right to suspend performance of the agreement or to dissolve the agreement, without prejudice to its right to claim damages, if attachment is levied on goods of the Client, the Client is granted suspension of payments or declared bankrupt, or if the Client fails to comply with the agreement, as well as if Pro Contact becomes aware of circumstances that provide good reason to fear that the Client will not properly fulfill its obligations.

7.2 Furthermore, Pro Contact is entitled to dissolve the agreement if there are circumstances of such a nature that unaltered continuation of the agreement cannot reasonably be required of Pro Contact.

7.3 If any of the events mentioned in the first two paragraphs of this article occurs, Pro Contact shall not be obliged to pay any compensation or damages and all claims of Pro Contact against the Client shall become immediately due and payable.

 

ARTICLE 8 INTELLECTUAL PROPERTY

8.1 The (intellectual) ownership of all files, customer and market data, and all other business-unique confidential information provided by the Client shall remain vested in the Client.

 

ARTICLE 9 NON-TAKEOVER CLAUSE

9.1 The Client shall not, during the term of the agreement and for two years after its termination, in any way, unless with prior written consent of Pro Contact, employ employees of Pro Contact or otherwise, directly or indirectly, engage them to work for itself.

9.2 The Client shall be in default by operation of law by the mere violation of paragraph 1 of this article and shall, in that case, owe Pro Contact an immediately payable penalty of € 50,000 per violation, without prejudice to Pro Contact’s right to claim damages.

 

ARTICLE 10 PROCESSING OF PERSONAL DATA

10.1 To the extent that personal data are processed in the performance of services, such personal data shall be processed properly and carefully in accordance with the General Data Protection Regulation (GDPR).

10.2 Categories of personal data may include: name and address details, gender, e-mail address, telephone number, CV, motivation letter, job description, situation, needs, personnel file.

10.3 The Client is the owner of the personal data that are processed and is the “Controller” as referred to in the GDPR. Pro Contact processes the personal data on behalf of the Client and is therefore the “Processor” as referred to in the GDPR.

10.4 Responsibility for the personal data to be processed remains with the Client.

10.5 Pro Contact shall follow the Client’s written instructions when processing personal data and shall not process these for purposes other than those for which the personal data were provided/became known, or as instructed by the Client.

10.6 Technical and organizational measures will be taken to protect the personal data against loss or any other form of unlawful processing. Pro Contact will provide the Client, upon request, with written information regarding the security of the personal data.

10.7 Pro Contact is obliged to maintain confidentiality regarding personal data, except where a legal obligation requires disclosure, such disclosure is necessary for the provision of services, or disclosure is made at the Client’s instruction.

10.8 Pro Contact is entitled to engage sub-processors for the performance of its work in this context, provided that these are bound by the same conditions regarding processing as Pro Contact itself.

10.9 Pro Contact shall report a (suspected) data breach to the Client within 48 hours after becoming aware of it.

10.10 Pro Contact shall not process or retain personal data longer than in accordance with the (legal) retention periods.

 

ARTICLE 11 PRIVACY STATEMENT

11.1 The privacy statement of Pro Contact is published on the website (https://www.pro-contact.nl/privacy-statement/).

 

ARTICLE 12 CONFIDENTIALITY

12.1 Both parties are obliged to maintain confidentiality towards third parties regarding all confidential information obtained from the other party, during and for two years after the termination of the agreement.

12.2 Parties are liable towards each other for damages resulting from non-compliance with the obligations described in paragraph 1 of this article.

 

ARTICLE 13 APPLICABLE LAW AND JURISDICTION

13.1 All offers and agreements are governed exclusively by Dutch law.

13.2 The District Court of Amsterdam shall have exclusive jurisdiction to take cognizance of disputes, unless the law mandatorily prescribes otherwise. Nevertheless, Pro Contact has the right to submit the dispute to the court that is competent under the law.