Article 1.  Definitions

In these General Terms and Conditions the following definitions apply:

1. “Rewire Recruitment”: Rewire Recruitment B.V., established in The Hague.
2. “Candidate”: any natural person recruited and selected by Rewire Recruitment to enter into an employment contract with the Client.
3. “Client”: The person for whom Rewire Recruitment makes every effort to recruit and select a Candidate.
4. “Assignment”: The agreement between Rewire Recruitment and the Client, whereby Rewire Recruitment makes every effort towards the Client to recruit and select a Candidate.
5. “Gross annual income”: The gross annual income agreed between the Candidate and the Client to actually be paid to the candidate on the basis of the agreed employment relationship, including holiday pay and emoluments.

Article 2.  Applicability

1. These General Terms and Conditions apply to and form part of all offers, quotations, orders and agreements between Rewire Recruitment and the Client and all agreements and/or disputes arising therefrom.
2. Deviations from these General Terms and Conditions are only valid if they have been confirmed in writing by the management of Rewire Recruitment. Such deviations apply exclusively to the case in question and no rights can be derived from them with regard to legal relationships entered into later, unless otherwise agreed by Rewire Recruitment and the Client and confirmed in writing by the management of Rewire Recruitment.
3. The applicability of any other general terms and conditions that may be used by the Client or to which the Client refers is hereby expressly rejected.

Article 3. Non-binding quotations and realization of orders

1. All quotations and cost statements from Rewire Recruitment are entirely without obligation, unless the contrary has been expressly stated in an individually targeted written quotation.
2. An Assignment between Rewire Recruitment and the Client will only be concluded after Rewire Recruitment has confirmed the Assignment in writing or has started executing the Assignment.
3. An Assignment between Rewire Recruitment and the Client is also considered to have started if the Client invites a candidate introduced by Rewire Recruitment.
4. All costs and amounts stated in quotations, contracts and these general terms and conditions are exclusive of VAT unless expressly stated otherwise.

Article 4. Costs and payment method

1. The costs of a recruitment procedure owed by the Client to Rewire Recruitment are expressed as a percentage of the first gross annual income that the Candidate will earn from the Client in case of Search & Selection.
2. The Client owes the following compensation to Rewire Recruitment:
   1. The Client owes Rewire Recruitment the S&S percentages as described in the commercial proposal of the Candidate’s gross annual income, or a fixed fee as described in the commercial proposal;
   2. The compensation referred to in the second paragraph of this article 4 only applies and must only be paid by the Client to Rewire Recruitment if a Candidate accepts an offer from the Client and if after the trial period of 1 calendar month there is no of a situation as described in Article 8.2.

Articlel 5. Payment

1. Unless otherwise agreed in writing, the Client is always obliged to pay Rewire Recruitment invoices in AI within 14 days after the invoice date.
2. After the expiry of the payment term stated in the first paragraph of this article 5, the Client is in default after notice of default and after the Client has failed to make repairs within a reasonable period. The Client will then owe Rewire Recruitment the statutory commercial interest on the outstanding amount.
3. Both the judicial and extrajudicial costs relating to the collection and collection of payments not received on time by Rewire Recruitment from the Client will be borne by the Client.
4. Payments from the Client serve primarily to settle the interest owed referred to in paragraph 2 of this article 5 and furthermore to pay the judicial and extrajudicial costs referred to in paragraph 3 of this article 5 and will then be deducted from the oldest outstanding claim.
   

Article 6. Execution of the Assignment

1. To the extent necessary for proper execution of the assignment, Rewire Recruitment has the right to have (parts of) the work carried out by third parties. However, only in agreement with the Client.
2. Rewire Recruitment will adhere to the agreed timetable of the Assignment. If the Client makes interim changes to the execution of the Assignment, Rewire Recruitment will make the necessary adjustments to the Client’s Assignment. Rewire Recruitment will not charge additional costs if the change or addition to the Assignment is the result of circumstances that can be attributed to Rewire Recruitment.

Article 7. Other obligations of the Client

1. The Client is not entitled to pass on data about Candidates to third parties in any way without permission from Rewire Recruitment. If the Client introduces a Candidate introduced by Rewire Recruitment but not employed by the Client to another person, company or institution within 12 months after introducing the Candidate, with the aim of concluding an employment contract, and which results in an employment contract with that Candidate, either in his own name or through and/or in collaboration with natural or legal persons in which the Candidate is involved, the Client will be obliged to pay the total costs in accordance with Article 4 of these General Terms and Conditions certain.
2. If the Client rejects a Candidate introduced by Rewire Recruitment or the Candidate rejects an offer from the Client to conclude an employment contract, after which the Client then enters into an employment contract with the Candidate within 12 months after the Candidate has been introduced by Rewire Recruitment, either in its own name or through and/or in collaboration with natural or legal persons in which the candidate is involved, the Client will be obliged to pay the total costs in accordance with the provisions of Article 4 of these General Terms and Conditions.
3. If a circumstance as in Article 7.1 and/or 7.2 occurs and there is a contractual relationship other than an employment contract, the first gross annual income in Article 4 of these General Terms and Conditions should be taken to mean the Candidate’s expected annual turnover.
4. If a circumstance as stated in Article 7.1 and/or 7.2 occurs, the Client must inform Rewire Recruitment within 10 working days, including a statement of the gross annual income, as stated in Article 4.

Article 8. Early termination of employment contract

1. If the employment contract between the Client and the Candidate introduced by Rewire is terminated by the Client or by the Candidate, the following guarantee arrangements apply, depending on the time of termination:
   1. Termination within 1 (one) calendar month after entering into employment:
      In the event of termination of the employment contract within one (1) calendar month of commencement of employment, Rewire will demonstrably and to the best of its ability, for a maximum period of two (2) months after the termination date, make every effort to introduce a suitable replacement Candidate for the same, unchanged position, free of charge. Notwithstanding the foregoing, the Client is entitled to a credit note equal to 50% of the invoiced amount. If:
      – Rewire, despite the aforementioned efforts, is unable to introduce a suitable replacement Candidate within 2 (two) months; and/or
      – If the Client indicates that the position no longer needs to be filled, only 50% of the invoiced amount will be credited, and any further obligation of Rewire to replace the position will lapse. In that case, Rewire will issue the relevant credit note to the Client within a reasonable period.
   2. Termination after 1 (one) calendar month, but within 2 (two) calendar months of entering employment:
      If the employment contract is terminated after 1 (one) calendar month, but within 2 (two) calendar months of entering employment, the Client is only entitled to a credit note equal to 25% of the invoiced amount.
   3. Expiry of warranty scheme:
      After two (2) calendar months from the start of employment, any warranty expires. In that case, there is no longer any right to credit, replacement, or any other refund.
2. Conditions for applying the guarantee scheme:
   The warranty provisions contained in Article 8.1 shall only apply if all of the following conditions are cumulatively met:
   1. the Client shall notify Rewire in writing (by e-mail or otherwise in writing) within 5 (five) calendar days after termination of the employment contract;
   2. the termination is not the result of the Client changing, failing to comply with or violating the employment agreement;
   3. the essential characteristics of the position, including responsibilities, required competencies, seniority, employment conditions and organizational positioning, have not changed;
   4. the termination is not the result of an act or omission by the Client that is contrary to the requirements of good employers;
   5. the termination is not the result of redundancy, reorganization, job loss, merger, cost savings or takeover;
   6. all amounts invoiced by Rewire to the Client have been paid in full and on time;
   7. the Client acts in accordance with these General Terms and Conditions.
3. Re-employment Candidate:
   If the Client, or a legal entity, company or institution affiliated with the Client, enters into an employment contract with the Candidate whose employment contract has previously been terminated as referred to in this article within 12 (twelve) months after the introduction of the Candidate, the Client is obliged to pay Rewire the full compensation in accordance with the provisions of article 4 of these General Terms and Conditions, regardless of any credit notes previously issued or replacement efforts made.

Article 9. Liability

1. Rewire Recruitment makes every effort to find a suitable Candidate, but does not provide any guarantees regarding the suitability of the proposed Candidate. The Client is responsible for checking the Candidate’s references (including checking diplomas obtained and the like) and must convince itself of the Candidate’s suitability before hiring a Candidate introduced by Rewire Recruitment. Rewire Recruitment is not liable to the Client for damage caused by the (subsequently proven) unsuitability of the Candidate.
2. Rewire Recruitment is only liable for any damage that the Client may suffer in connection with the Assignment, insofar as this damage arises as a result of an attributable shortcoming, intent or gross negligence in the execution of the assignment by Rewire Recruitment.
3. The Client indemnifies Rewire Recruitment against any claims from third parties in connection with the Assignment, unless there is intent or gross negligence.
   

Article 10 Confidentiality

1. Rewire Recruitment and the Client are obliged to maintain confidentiality of all confidential information that they have obtained from each other or from another source in the context of the Assignment. Information is considered confidential if this has been communicated by one of the parties or if this arises from the nature of the information.

Article 11. Applicable law, competent court

1. Dutch law applies to these General Terms and Conditions and to the Assignment to which these General Terms and Conditions apply.
2. Disputes arising from or related to the Assignment to which these General Terms and Conditions apply, as well as disputes regarding these General Terms and Conditions, if they fall within the jurisdiction of the court, will be brought before the court in The Hague.