Terms and conditions

 

1. Definitions

1.1. “IMPACTSEARCH”: Impactsearch B.V. and/or Impactsearch Interim B.V. and/or Impactsearch Beheer B.V., all established in Amsterdam.

1.2. “Professional” means any natural person associated with IMPACTSEARCH who performs work for IMPACTSEARCH other than as an Interim Professional;

1.3. “Client”: the legal entity or natural person acting in the performance of a profession or business, who has assigned Impactsearch to perform work described in these general terms and conditions;

1.4. “Assignment”: the agreement between IMPACTSEARCH and the Client whereby IMPACTSEARCH undertakes to perform the Recruitment and Selection Assignment or the Interim Assignment;

1.5. “Vacancy”: a position within the Client’s organisation, which is clearly defined by the Client and for which the Client is looking for a suitable candidate;

1.6. “Recruitment and Selection Assignment”: the selection by IMPACTSEARCH for the Client of one or more candidates to be introduced (verbally or in writing) to the Client, with the aim of establishing an employment relationship between the Client and the candidate;

1.7. “Candidate” means a natural person whom IMPACTSEARCH believes in good faith to be suitable for filling the Vacancy;

1.8. “Interim Assignment”: the selection by IMPACTSEARCH for the Client of one or more candidates to be introduced to the Client (verbally or in writing), with the aim of executing (or causing to execute) a Project within the Client’s organisation.

1.9. “Project”: the temporary work to be performed by the Interim Professional for the Client, without the conclusion of an employment contract, which work is clearly described by the Client and defined in terms of task, scope or duration.

1.10. “Interim Professional”: Every natural person or legal entity who executes a certain Project within the Client’s organisation through the agency of IMPACTSEARCH or is nominated for such a task by IMPACTSEARCH;

1.11. “Third parties”: any (legal) person other than the Client and IMPACTSEARCH;

1.12. “Employment relationship” means any (de facto) working relationship, including: an employment contract, a contract for work, an agreement for professional services, appointment as a civil servant, hired staff, whether or not through a third party;

1.13. “Confidential Information” means sensitive business information and data of a confidential nature or for which confidentiality has been explicitly imposed by the Client or IMPACTSEARCH;

1.14. “Gross Annual Salary” means the annual income, including all emoluments, that the Candidate will earn under the established Working Relationship.

 

2. Applicability of the GTC and conclusion of assignments

2.1. These General Terms and Conditions apply to all work performed by IMPACTSEARCH and Professionals affiliated with it, including follow-up assignments. The Dutch text of the General Terms and Conditions shall be binding in the event of any difference from the text in a foreign language.

2.2. An Assignment between IMPACTSEARCH and the Client shall only be effective after IMPACTSEARCH has confirmed the Assignment in writing or has commenced executing the Assignment.

2.3. Only IMPACTSEARCH shall be deemed to be the contracting party in respect of assignments performed by IMPACTSEARCH for clients, even if a specific professional performs a specific assignment. Sections 404 and 407 of Book 7 of the Dutch Civil Code are explicitly not applicable to the services provided by IMPACTSEARCH.

 

3. Liability

3.1. IMPACTSEARCH’s liability is excluded, with the exception of damage caused by intent or gross negligence on the part of IMPACTSEARCH.

3.2. IMPACTSEARCH shall in no event be liable to pay compensation for consequential loss – including (but not limited to) loss of profit, lost savings and damage due to interruption in business operations – and other damage (financial compensation for suffering), both from the Client and from Third Parties.

3.3. The Client shall indemnify IMPACTSEARCH and the engaged Interim Professional against claims by Third Parties – and all related costs and financial consequences – that are directly or indirectly related to the Assignment or the Project.

3.4. The Client shall, to the extent possible, take out adequate insurance against liability pursuant the provisions in this article. The Client shall provide proof of insurance at IMPACTSEARCH’s request.

 

4. Terms of payment

4.1. The Customer shall pay the fees due to IMPACTSEARCH within 30 calendar days from the invoice date, without any deduction, suspension or offsetting of any amounts. In the event of late payment, the Client shall be in default by operation of law and shall owe interest of 2% per calendar month on the outstanding amount.

4.2. In the event of late performance, the Client shall owe extra-judicial collection costs of at least 15% of the amount due, without prejudice to IMPACTSEARCH’s right to reimbursement of its actual costs, should these be higher.

 

5. Use of Distinctive signs of the Client

5.1. IMPACTSEARCH is only permitted the use of the Client’s trade name and/or trademark(s) and/or logos in public domain after receiving upfront permission. Use of name within the limitations of the search is agreed. No use of logos unless upfront permission

 

6. Confidentiality

6.1. IMPACTSEARCH and the Client shall observe due confidentiality with regard to any Confidential Information they obtain about each other’s companies and their business relations, and shall not disclose such information to any Third Party without the written consent of the other Party, unless and to the extent that the provision of such information is necessary to properly execute the order or unless they are required to disclose such information by law or with respect to their own legal position.

6.2. The Parties shall also impose this obligation on the employees or Third Parties engaged by them and on the Interim Professional introduced by IMPACTSEARCH.

6.3. IMPACTSEARCH observes complete discretion with regard to company and personal data and acts in accordance with the General Data Protection Regulation (GDPR).

6.4. The Client is not permitted to disclose the details of a Candidate or Interim Professional introduced by Impactsearch to any third party without IMPACTSEARCH’s prior written consent. In the event that the provisions of this article are violated, the Client is liable to pay Impactsearch an immediately payable penalty of EUR 25,000 for each violation, without prejudice to IMPACTSEARCH’s right to claim full compensation.

 

7. Duration and termination

7.1. The Assignment shall end by operation of law upon the expiry of the term of the Assignment / duration of a Project.

7.2. IMPACTSEARCH may terminate the Assignment with immediate effect without stating reasons in the following cases:

(a) in case the Client fails imputably in its obligations arising from the Assignment;

(b) in the event that the Client or the Interim Professional is declared bankrupt or is granted a (provisional) moratorium, or, in the case of a natural person, the Debt Rescheduling (Natural Persons) Act is applied;

(c) if a prejudgment attachment or an attachment under a writ of execution is levied on movable and/or immovable property of the Client;

(d) if the Interim Professional is placed under legal restraint or is the subject of a criminal investigation;

(e) if the Interim Professional dies.

7.3. In the event that IMPACTSEARCH terminates the contract, IMPACTSEARCH shall not bear any liability to pay any compensation to the Client.

7.4. IMPACTSEARCH shall be entitled to recover from the Client any damage suffered so far as well as in the future as a result of termination of the Assignment.

 

8. Applicable law, competent court

8.1. The legal relationship between the Client and IMPACTSEARCH is governed by Dutch law.

8.2. Any disputes shall be submitted to the competent court of the district of Amsterdam.