Terms and Conditions

Article 2 Definitions

In these Terms and Conditions, terms with an initial capital letter have the following meanings:

2.1 The Chain Company: TheChain Company BV, the company established in the Netherlands that provides the following services for/to Clients: Recruitment, Employer Branding, Staffing & HR consultancy, registered with the Chamber of Commerce under number 08113303;

2.2 Candidate: Any natural person who has entered into an agreement with The Chain Company with the aim of entering into an employment contract with a Client or performing work for a Client through The Chain Company under its direction and supervision for the duration of an accurately described assignment or project (staffing);

2.3 Client: Any natural person or legal entity, as well as its representatives/authorized agents/legal successors, who has entered into an agreement with The Chain Company under which The Chain Company will introduce one or more Candidates to the Client within the framework of an assignment provided by the Client to The Chain Company;

2.4 Employee: Any natural person who is employed by The Chain Company under an (employment) agreement with The Chain Company;

2.5 Staffing (secondment): The provision of a Candidate by The Chain Company to the Client in the context of an assignment to be carried out by the Client for a specified period or for the duration of an assignment or project, under terms agreed upon in advance;

2.6 Recruitment & Employer Branding: The marketing and making attractive of the Client’s employer brand and the resulting mediation by The Chain Company between the Client and a Candidate with the aim that the Client and Candidate will enter into an employment contract or labor relationship with each other. For this, The Chain Company receives a commitment fee and an agreed-upon fee at the start;

2.7 Staffing Assignment: Under the agreement between The Chain Company and the Client, a Candidate is made available by The Chain Company to the Client to perform tasks under the Client’s direction and supervision within the framework of a precisely defined assignment or project, against payment of a fee and the costs incurred by The Chain Company;

2.8 Recruitment & Employer Branding Assignment: Under the agreement between The Chain Company and the Client, The Chain Company commits – in relation to a precisely defined position – to introduce a Candidate to the Client so that an employment contract or labor relationship is established between the Client and the Candidate, against payment of a commitment fee and fee;

2.9 Execution Agreement: The agreement in which the terms are outlined under which The Chain Company will execute an Assignment.

Article 3 Work Procedure

3.1 The Client provides The Chain Company, prior to the commencement of the Recruitment & Employer Branding Assignment or the Staffing Assignment, with an accurate description of the position, job requirements, working hours, duration of employment, tasks, workplace, working conditions, and the potential duration of the assignment or project.

3.2 The Chain Company acts as the Client’s Strategic Partner. During pre-agreed periodic evaluations, The Chain Company and the Client will discuss the progress of the respective Assignment.

3.3 Based on the information provided by the Client and the known qualifications, knowledge, and skills of the Candidates eligible for Recruitment or Staffing, The Chain Company determines which Candidate or Candidates to propose to the Client for the execution of the Assignment. The Client is expected to invite the proposed Candidate or Candidates for an initial interview. This can only be deviated from if the Client provides a valid reason to reject the Candidate or Candidates deemed suitable by The Chain Company in advance.

3.4 The Chain Company is not in default towards the Client and is not required to compensate any damages and/or costs if the contacts between the Client and The Chain Company, prior to a potential Assignment, including the Client’s specific request to recruit or staff a Candidate, do not or do not lead to the employment or provision of the Candidate within the timeframe desired by the Client, for any reason.

Article 4 Confidentiality

4.1 The Chain Company and the Client will not disclose any confidential information about each other, their activities, and relationships, obtained in connection with the Assignment, to third parties, unless – and to the extent – such disclosure is necessary for the proper execution of the Assignment or if there is a legal obligation to disclose the information.

4.2 At the Client’s request, The Chain Company will require a Candidate to maintain confidentiality regarding all matters the Candidate becomes aware of while performing the work, unless the Candidate is legally obligated to disclose such information.

4.3 The Client is free to directly obligate the Candidate to maintain confidentiality. The Client will inform The Chain Company of its intention to do so and will provide a copy of the related confidentiality statement and/or agreement to The Chain Company. The Chain Company is not liable for any fines, penalties, or damages incurred by the Client as a result of a breach of the confidentiality obligation by the Candidate.

Article 5 Obligations of Effort and Liability

5.1 The Chain Company undertakes, after a written confirmation of an Assignment between The Chain Company and the Client, to recruit one or more Candidates to the best of its ability and based on the information provided by the Client, who meet as closely as possible the requirements and expectations of the Client.

5.2 The Client is solely responsible for the final selection of a Candidate.

5.3 The Chain Company is not liable for damages resulting from the deployment of Candidates who fail to meet the requirements set by the Client, unless the Client submits a written complaint to The Chain Company within a reasonable period after the commencement of employment or assignment, proving that The Chain Company acted with intent or gross negligence during the selection process. In such cases, The Chain Company’s liability is limited to the direct damages incurred by the Client and up to the costs and/or fees charged or to be charged to the Client in connection with the Assignment. In no case will the maximum amount paid out by The Chain Company exceed the amount covered by its insurance.

5.4 The Chain Company is also not liable for any damages incurred by the Client, in the broadest sense of the term, if a Candidate introduced or recruited by The Chain Company as part of an Assignment decides not to enter into an employment contract/employment relationship/employment agreement or decides to (prematurely) terminate an employment contract/employment relationship/employment agreement entered into with the Client.

5.5 The Chain Company’s liability for indirect damages, including consequential damages, loss of profits, missed savings, and damages due to business interruption, is excluded in all cases.

Article 6 Liability of the Client

6.1 A Client who fails to fulfill the obligations arising from these General Terms and Conditions, particularly the obligations described in Articles 4 (paragraph 1), 8 (paragraphs 3, 9, 10, and 11), 10 (paragraphs 3, 5, and 6), 11 (paragraphs 1, 2, 3, 4, and 6), 14 (paragraph 1), 15 (paragraphs 2, 3, and 4), and 16 (paragraph 1), is liable for all resulting damages incurred by The Chain Company (including all costs, such as legal assistance), without the need for prior notice of default. Furthermore, the Client shall indemnify The Chain Company in such matters if necessary. This does not affect any other claims that The Chain Company may bring, such as invoking termination. The provisions of this article apply generally, both—if necessary, additionally—to matters where the liability for damages is already separately addressed in these General Terms and Conditions and to matters where this is not the case.

Article 7 Prevention of Prohibited Discrimination

7.1 To prevent unlawful discrimination, particularly based on religion, belief, political affiliation, gender, race, nationality, heterosexual or homosexual orientation, marital status, disability, chronic illness, age, or any other grounds, non-job-related requirements cannot be imposed by the Client when providing information regarding the work to be performed and will not be taken into account by The Chain Company.

Article 8 Assignment for Recruitment & Employer Branding, Commitment Fee, Fee, and Payment

8.1 Every Assignment for Recruitment & Employer Branding shall be confirmed in writing through an Execution Agreement.

8.2 The Assignment for Recruitment & Employer Branding terminates automatically when a pre-determined objectively determinable event occurs, including—but not limited to—the situation in which the Client accepts a Candidate introduced by The Chain Company.

8.3 The Client is not permitted to enter into an employment relationship with a Candidate as long as the (employment) agreement between The Chain Company and the relevant Candidate has not been lawfully terminated, unless The Chain Company grants written permission to do so. In violation of this prohibition, the Client owes The Chain Company an immediately payable penalty of €10,000.

8.4 For the purposes of this article, entering into an employment relationship with a Candidate includes:

a. Entering into an employment agreement, a contract for work, and/or a service agreement by the Client with the relevant Candidate for the same or other work within 6 months;

b. Allowing the relevant Candidate to be seconded to the Client by a third party (e.g., another agency) for the same or other work;

c. Entering into an employment relationship by the relevant Candidate with a third party for the same or other work, where the Client and that third party are part of the same group, or one is a subsidiary of the other.

8.5 The fee consists of two components: a fixed amount for Employer Branding and a percentage calculated based on the expected gross annual salary of the Candidate, including 8% holiday allowance, plus the applicable VAT.

8.6 Recruitment & Employer Branding are two interconnected activities that jointly ensure the ideal result. If the Client, for any reason, opts out of Employer Branding, The Chain Company is obliged to increase the Recruitment percentage. Recruitment then effectively transitions to Headhunting.

8.7 If the Client expects additional services, contact moments, or reports from The Chain Company beyond the pre-agreed periodic evaluation moments, the costs thereof will be charged to the Client in addition to the agreed fee.

8.8 The fee will be invoiced in two installments: the first installment at the start of the Assignment for Recruitment & Employer Branding (commitment fee) and the second installment upon closing the deal, i.e., finalizing the placement of the Candidate.

8.9 Payment of an invoice from The Chain Company must be made within 14 days of the invoice date.

8.10 If an invoice is not paid within the period specified in the previous paragraph, the Client is in default by operation of law from the first day after the payment term expires and owes 3% per calendar month on the outstanding amount, with part of a month being calculated as a full month. The copy of the invoice sent by The Chain Company to the Client serves as full proof of the interest owed and the date the interest calculation begins.

8.11 All judicial and extrajudicial (collection) costs incurred by The Chain Company as a result of the Client’s non-compliance with their obligations under this article are entirely at the expense of the Client. The compensation for extrajudicial (collection) costs is fixed at 15% of the principal amount owed, including VAT and interest (with a minimum of €100 per claim), unless The Chain Company demonstrates that higher costs were incurred. The fixed compensation will be due by the Client as soon as they are in default and will be charged without further proof.

8.12 The Client is not authorized to offset the invoice amount with an alleged counterclaim, whether justified or not, and/or to suspend payment of the invoice.

Article 9 Assignment for Secondment

9.1 The Assignment for Secondment is entered into for a fixed term.

9.2 The Assignment for Secondment for a fixed term is the Assignment agreed upon for a specific period. This Assignment terminates automatically upon the expiration of the agreed-upon time or when a pre-determined objectively determinable event occurs.

9.3 Early termination of the Assignment for Secondment for a fixed term is possible with a notice period of one month, starting from the day of termination.

9.4 Any Assignment for Secondment shall be terminated immediately due to dissolution at the time either party invokes the dissolution of the aforementioned Assignment because:

a. The other party is in default; b. The other party has been liquidated; c. The other party has been declared bankrupt or has applied for suspension of payment.

9.5 If The Chain Company invokes the dissolution on any of these grounds, the conduct of the Client, on which the dissolution is based, implies the Client’s request to terminate the Assignment for Secondment. This does not result in any liability of The Chain Company for the (alleged) damage suffered by the Client as a result. Due to the dissolution, claims of The Chain Company shall become immediately due and payable.

9.6 The termination of the Assignment for Secondment signifies the end of the provision of the Candidate by The Chain Company to the Client. Termination of the Assignment for Secondment by the Client constitutes the Client’s request to The Chain Company to terminate the ongoing provision(s) as of the day on which the Assignment for Secondment is lawfully terminated or dissolved.

Article 10 Costs and Invoicing for Secondment

10.1 The hourly rates for the Secondment (provision) of a Candidate from The Chain Company are inclusive of employer contributions and exclusive of VAT and travel expenses, unless otherwise agreed.

10.2 The agreed hourly rate is based on a standard 40-hour workweek and assumes that the work will be performed within the Netherlands. For overtime, work during weekends, or on public holidays, pre-agreed surcharges will be applied.

10.3 The Client is obliged to reimburse the expenses incurred by the Candidate related to the execution of the assignment, insofar as these costs are not included in the hourly rate.

10.4 Invoicing is done monthly on a post-calculation basis, based on the number of hours worked and the expenses incurred.

10.5 Payment by the Client must be made within 14 days of the invoice date.

10.6 If the invoice is not paid within the term specified in paragraph 5 of this article, the Client is in default by operation of law without requiring further notice of default. From that moment, the Client owes an immediately payable late payment interest of 3% per month on the outstanding amount, whereby part of a month is calculated as a full month.

10.7 All judicial and extrajudicial (collection) costs incurred by The Chain Company as a result of the Client’s failure to fulfill its obligations under this article are entirely at the expense of the Client. The compensation for extrajudicial (collection) costs is fixed at 15% of the principal amount due, including VAT and interest (with a minimum of €100 per claim), unless The Chain Company can demonstrate that higher costs were incurred. The fixed compensation will be due and payable as soon as the Client is in default and will be charged without further proof.

10.8 The Client is not authorized to offset the invoice amount against an alleged counterclaim, whether legitimate or not, and/or to suspend payment of the invoice.

Article 11 Proper Exercise of Leadership and Supervision

11.1 The Client is obligated to grant the Candidate provided by The Chain Company access to the location where the work under an accurately described assignment is performed.

11.2 The Client shall treat the Candidate with the same level of care regarding supervision and leadership, as well as in relation to the execution of the work, as they are obligated to treat their own employees.

11.3 The Client is required to arrange and maintain the premises, tools, and equipment where or with which the work is to be performed, as well as to take measures and provide instructions necessary to reasonably prevent the Candidate from suffering damage in the course of their work.

11.4 The Client is not permitted to ‘lend out’ the Candidate to a third party (i.e., making the Candidate of The Chain Company available to a third party to perform work under the supervision and direction of that third party). Lending out also includes making a Candidate available to a legal entity affiliated with the Client in a group (corporate group).

11.5 The Client may only deploy the Candidate in deviation from the terms agreed in the Assignment for Secondment and these General Terms and Conditions if and insofar as The Chain Company and the Candidate have given prior written consent.

11.6 The Client shall compensate the Candidate for any damage they incur as a result of damage to or destruction of property belonging to the Candidate, which was used in the performance of the assigned work.

11.7 The Chain Company shall not be liable to the Client for any damages or losses suffered by the Client, third parties, or the Candidate themselves that result from acts or omissions by the Candidate.

11.8 The Chain Company shall not be liable to the Client for obligations entered into by one or more Candidates with or incurred for them with respect to the Client or third parties, whether or not with the consent of the Client or those third parties.

11.9 The Client indemnifies The Chain Company against any liability (including costs, including actual legal costs) as an employer of the Candidate – directly or indirectly – concerning the damages, losses, and obligations referred to in paragraphs 2, 3, 6, 7, and 8 of this article.

11.10 The Client shall, as far as possible, adequately insure themselves against liability under the provisions of this article. Upon request by The Chain Company, the Client shall provide proof of insurance.

Artikel 12 Tussentijdse wijziging, vervanging en opzegging

12.1 The Chain Company is gerechtigd tussentijdse wijzigingen aan te brengen in het tarief; wijziging ten gevolge van een overheidsmaatregel of ander bindend voorschrift met betrekking tot het loon of de primaire arbeidsvoorwaarden van Kandidaat, wijziging van sociale lasten en/of premies, wijziging van fiscale wetgeving, de inwerkingtreding van een algemeen verbindend voorschrift of wijziging van het werkgeversaandeel.

12.2 Bij ziekteverzuim korter dan acht weken van de door The Chain Company aangebrachte Kandidaat, is The Chain Company niet verplicht om voor vervanging van de betreffende Kandidaat zorg te dragen.

12.3 Bij ziekteverzuim langer dan acht weken van de door The Chain Company aangebrachte Kandidaat treden Opdrachtgever en The Chain Company in overleg over de vervanging van deze Kandidaat. Hierbij rust op The Chain Company een inspanningsverplichting.

12.4 Indien een Kandidaat van The Chain Company in strijd heeft gehandeld met de door Opdrachtgever gehanteerde huisregels, treden Opdrachtgever en The Chain Company op een zo kort mogelijke termijn in overleg zodat The Chain Company – afhankelijk van de ernst van de overtreding – adequate maatregelen kan nemen.

12.5 Indien Opdrachtgever de Uitvoerovereenkomst binnen de overeengekomen proeftijd wenst te beëindigen, is Opdrachtgever gehouden The Chain Company hiervan onmiddellijk doch uiterlijk binnen drie dagen voor het verstrijken van de proeftijd schriftelijk in kennis te stellen.

12.6 Ingeval een Kandidaat van The Chain Company aan Opdrachtgever ter beschikking is gesteld voor de duur van een project zonder vooraf vastgestelde einddatum, stelt Opdrachtgever The Chain Company zo spoedig mogelijk schriftelijk in kennis van de einddatum van dit project, doch uiterlijk binnen drie dagen na de bekendwording van de einddatum van dit project.

12.8 Indien Opdrachtgever de verplichtingen die voortvloeien uit de leden 5 en 6 van dit artikel niet naleeft, kan Opdrachtgever aansprakelijk worden gehouden voor de schade die The Chain Company dientengevolge lijdt of heeft geleden.

12.9 Indien Opdrachtgever de Uitvoerovereenkomst tussentijds beëindigt c.q. heeft beëindigd zonder inachtneming van de daarvoor geldende opzegtermijn (één maand), is Opdrachtgever aan The Chain Company een direct opeisbare geldboete verschuldigd ten bedrage van een gemiddelde maandtermijn.

12.10 Indien The Chain Company zich genoodzaakt ziet om de Uitvoerovereenkomst te beëindigen wegens omstandigheden die in overwegende mate zijn te wijten aan Opdrachtgever, dan is Opdrachtgever aan The Chain Company een direct opeisbare boete verschuldigd ten bedrage van een gemiddelde maandtermijn.

Article 13 Working Hours and Work Schedule

13.1 The working hours and schedule of the Candidate at the Client are determined in the Execution Agreement concluded between The Chain Company and the Client. The Client guarantees that the working hours and the rest periods of the Candidate comply with statutory requirements. The Client ensures that the Candidate does not exceed the legally permitted working hours and the agreed-upon working schedule.

13.2 The Candidate’s vacation and leave are arranged in accordance with the applicable laws and regulations.

Article 14 Company Closures and Mandatory Days Off

14.1 The Client must inform The Chain Company at the start of the Assignment for Secondment about any planned company closures and mandatory days off during the term of the Assignment for Secondment, so that The Chain Company can, if possible, incorporate these circumstances into the employment contract with the relevant Candidate. If the intention to establish a company closure and/or mandatory days off becomes known after the Assignment for Secondment has commenced, the Client must immediately inform The Chain Company upon becoming aware of this. If the Client fails to inform The Chain Company in a timely manner, the Client is obligated to pay The Chain Company, for the duration of the company closure, the costs associated with the most recently applicable or customary number of hours and overtime as per the Assignment for Secondment and these Terms and Conditions.

Article 15 Working Conditions

15.1 The Client acknowledges that under the Working Conditions Act, they are regarded as the employer.

15.2 The Client is responsible towards the Candidate and The Chain Company for complying with the obligations arising from Article 7:658 of the Dutch Civil Code, the Working Conditions Act, and the related regulations regarding workplace safety and overall good working conditions.

15.3 The Client shall actively provide the Candidate with information regarding the risks and safety protocols in place within their organization.

15.4 If the Candidate experiences a workplace accident or occupational illness, the Client is obligated, insofar as legally required, to promptly notify the competent authorities and ensure that a written report is prepared without delay. This report should document the circumstances of the incident in such a way that it can reasonably be determined whether, and to what extent, the accident or illness resulted from inadequate measures taken to prevent it. The Client must inform The Chain Company as soon as possible about the workplace accident or occupational illness and provide a copy of the report.

Article 16 Right of Suspension

16.1 The Client is not entitled to temporarily, fully, or partially suspend the employment of the Candidate, unless there is a situation of force majeure as defined in Article 6:75 of the Dutch Civil Code.

Article 17 Final Provisions

17.1 If any provision of these Terms and Conditions is null and void or annulled, the remaining provisions of these Terms and Conditions shall remain fully in force. The provision that is not legally valid or cannot be legally applied shall be replaced by a provision that aligns as closely as possible with the intent of the provision to be replaced.

17.2 If The Chain Company does not always demand strict compliance with these Terms and Conditions, this does not imply that the provisions thereof are not applicable or that The Chain Company would lose the right to demand strict compliance with the provisions of these Terms and Conditions in other cases.

17.3 All agreements, offers, quotations, Assignments, requests, and services of The Chain Company are governed by Dutch law.

17.4 All disputes arising from or related to the agreements, Assignments, and quotations concluded by The Chain Company shall, in the first instance and to the exclusion of other relatively competent courts, be settled by the competent court in the District of East Netherlands.

Version: February 2018