General Terms and Conditions
These are the General terms & Conditions of the Work Embassy, a sole proprietors registered in the trade register of the Chamber of Commerce under file number 70987041. The address of The Work Embassy is Aartsbisschop Romerostraat 307 3573AM Utrecht, The Netherlands.
If you have any questions (or comments) concerning these General Terms & Conditions, you are most welcome to contact us, pursuant at the contact details listed below, and we will make an effort to reply within a reasonable timeframe:
Address: The Work Embassy, Aartsbisschop Romerostraat 307, 3573AM Utrecht.
1 - Introductory provisions
Article 1: Scope
These General Terms & Conditions shall apply and form part of all offers, quotations and agreements between The Work Embassy and the Client as well as all work performed by or on behalf of The Work Embassy and to all legal relations of The Work Embassy with third parties. These General Terms & Conditions will be sent to anybody free of charge on request and are also available on www.theworkembassy.com.
The applicability of the Clients general terms and conditions is hereby explicitly rejected. The validity of deviations from -or addendums to- these General Terms & Conditions is conditional upon the written confirmation by The Work Embassy and such deviations shall only apply to the particular case in respect of which they were agreed, while no rights might be derived therefrom in relations to legal relationships having been entered into at a subsequent date.
The Work Embassy reserves the right, at its sole discretion, to amend and / or supplement these General Terms & Conditions, at any time. The Work Embassy shall inform the Client within a reasonable period of time of any changes.
These General Terms & Conditions have been drawn up in Dutch and English. In the event of a difference or discrepancy between the Dutch text and the English text of these General Terms & Conditions or in case of a difference in the interpretation thereof, the General Terms & Conditions drawn up in the Dutch language shall prevail.
If any provision in these General Terms & Conditions and the Assignment confirmation letter were to conflict, the provision set out in the Assignment confirmation letter shall be applicable as regards the contradiction.
Article 2: Definitions
The definitions stated below have the following meaning in the context of these General Terms & Conditions:
General Terms & Conditions: these General Terms & Conditions;
Candidate: any natural person or legal entity introduced to the Client by The Work Embassy or with whom the Client comes into contact via The Work Embassy with the aim of having such person or entity enter into an employment contract, or an agreement of any kind, with the Client;
The Assignment: the description of services agreed between the Parties;
The Client: any natural person or legal entity that enters into an agreement with The Work Embassy;
Parties: The Work Embassy and the Client;
Recruitment and / or selection: the recruitment and / or selection of one or multiple candidates.
2 - The Assignment
Article 3: Offers and preliminary communication
All preliminary communication, offers and quotations of The Work Embassy are without obligations and commits the Parties to nothing, unless agreed otherwise. An offer in a quotation applies only for the underlying assignment (and not for future orders).
Only the description of the Assignment as stipulated in the quotation is binding.
An quotation remains valid for 14 (fourteen) days following the date on which it is sent by The Work Embassy.
The Work Embassy shall only be bound by any verbal agreement and / or commitment made, if these have been confirmed in writing or by electronic means.
Article 4: Formation of Assignment
The Assignment or any other agreement will only be formed if and insofar The Work Embassy has received the written confirmation by the Client or The Work Embassy has confirmed the Assignment in writing.
The Work Embassy shall only be bound by additional agreements or changes made after the formation of the Assignment if these have been confirmed by The Work Embassy.
The Work Embassy reserves the right to terminate any Assignment at any time without payment if new information indicates that it would be unacceptable for The Work Emassy to reasonably (continue to) perform the Assignment according to the agreed description of the Assignment.
Article 5: Execution of the Assignment
The Work Embassy recruits and selects one or more candidates on behalf of the Client.
The Client has the sole and final responsibility in deciding whether he wishes to enter into an employment relationship or an agreement of any kind with Candidate, unless Parties have agreed that The Work Embassy shall settle the selection for a vacancy entirely by himself.
If the Client and Candidate decide to enter into an employment relationship or an agreement of any kind, they will determine the conditions under which this takes place.
The Work Embassy will execute the Assignment to the best of his knowledge and ability, but The Work Embassy does not guarantee the achievement of the intended result. If The Work Embassy fails to propose a potentially suitable Candidate to the Client within the term stipulated in the Assignment, this shall not constitute a breach of contract.
The Work Embassy is entitled to perform the Assignment in different phases and to invoice the part thus performed separately.
If the Assignment is performed in phases, The Work Embassy may suspend the performance of parts pertaining to a subsequent phase until such time as the Client has approved the results of the preceding phase in writing or until the Client has fulfilled his payment obligation.
The Client shall ensure that all information and / or materials that The Work Embassy had indicated are necessary, or which the Client reasonably ought to understand will be necessary for the execution of the Assignment, are disclosed to The Work Embassy in good time, and the Client will reasonably cooperate with The Work Embassy insofar as the latter requires.
If information and / or materials needed for the execution of the Assignment is not disclosed to The Work Embassy in good time, The Work Embassy is entitled to suspend execution of the Assignment and / or to charge the Client the extra costs arising for the delay.
The Work Embassy is not liable for any damage of whatever nature caused by the fact that The Work Embassy worked on the basis of incorrect and / or incomplete data provided by the Client.
The Work Embassy is entitled to engage third parties to perform certain work. The Work Embassy shall exercise due care in selecting such third parties. Sections 7:404, 7:407 subsection 2 and 7:409 of the Dutch Civil Code (Burgerlijk Wetboek) are herewith excluded.
In the execution of the Assignment, The Work Embassy will communicate using email, mobile devices and other (electronic) means of communication. The Client accepts the risk of such communications (including but not limited to the risk of interception or unauthorized access to such communications).
Article 6: Term of Execution
If and insofar the Client owes an advance payment or must provide information and / or materials required to The Work Embassy, the term for completing the work will not take effect until The Work Embassy has received the advance payment in full or until all information and / or materials have been made available to The Work Embassy respectively.
If a term has been agreed or specified for the execution of the Assignment, this can be changed in good consultation by The Work Embassy and the Client.
The Client can not terminate or dissolute the Assignment when the term for the execution of the Assignment has been exceeded by The Work Embassy, unless execution of the Assignment proves to be permanently impossible or if The Work Embassy also fails to fully execute the Assignment within the new term notified to him in writing.
Article 7: Changes to the Assignment
If it become apparent during the execution of the Assignment that it is necessary for a proper execution thereof to change or supplement it, Parties shall adapt the Assignment accordingly in due time and mutual consultations.
The decision to change the content of the Assignment may result in an increase of decrease of said fee. The Work Embassy shall give a quote for this in advance. A change to the Assignment may also influence the time of completion of the execution. The Client accepts the possibility that the Assignment may be amended, including the change in price and term of execution. The Work Embassy will report this as quickly as possible to the Client.
The Work Embassy may refuse a request for the amendment of the Assignment without thereby defaulting if the requested amendment would have qualitative and / or quantitative consequences for the execution of the Assignment.
3 - Payment conditions
Article 8: Invoicing, payment and collection costs
Payment must be made within 14 (fourteen) after the invoice date, unless otherwise agreed in writing. The invoice has been paid if and insofar the amount due was received by The Work Embassy.
The Work Embassy can send the Client an electronic invoice of the sum it owes. The Client agrees to electronic invoicing.
Only payments made to The Work Embassy, or to a third party designated by The Work Embassy, will discharge the Client. Payments made by the Client to any other natural person or legal entity, under any title, do not bind The Work Embassy and do not provide grounds for set-off.
The Client will never be entitled to set off the amount due to The Work Embassy against other sums.
If the Client fails to make timely payment of an invoice, The Work Embassy is entitled to immediately suspend its services.The Work Embassy is not liable for damages of any nature whatsoever for the Client or third parties arising from this suspension.
If the Client fails to pay an invoice within the payment term as stipulated in this provision, then upon expiry of that payment term the Client is automatically in breach without the need to be served with any notice of default. In the event of non-timely payment, The Work Embassy has the right to charge interest on the unpaid amount at the statutory rate from the date following the expiry of the term for payment. The Client is also obliged to fully pay the extra judicial and judicial collection costs (being 15% of the total amount due).
The Work Embassy’s claims on the Client are immediately due and payable in the following cases:
In the event of (application for) bankruptcy or suspension of payments at the expense of the Client;
In the event of Clients liquidation or if its business is wound up;
In the event the Client (natural person) dies or is placed under guardianship.
8. All prices quoted by The Work Embassy are exclusive of any extra and / or additional costs, and exclusive of VAT and other levies imposed by the authorities.
4 - Suspension, dissolution, (early) termination of the Assignment
Article 9: Duration of the Assignment
An Assignment may be entered into for a definite or indefinite period of time.
An Assignment for a definite period of time cannot be terminated prematurely by the Client. An Assignment entered into for a definite period of time is automatically terminated by the lapse of such period or the occurrence of a certain pre-agreed event.
Termination of the Assignment that was entered into for an indefinite period of time must be done in writing and taking into account a 30 (thirty) days notice period.
Article 10: Suspension, dissolution
The Work Embassy is allowed to suspend the (further) execution of the Assignment if, due to any circumstances beyond the reasonable control of The Work Embassy, The Work Embassy is temporarily unable to fulfil its obligations.
If the non-compliance is of a permanent nature, Parties can make arrangement for the dissolution of that part of the Assignment yet to be fulfilled.
Article 11: Premature termination
If the Assignment is terminated prematurely by The Work Embassy, The Work Embassy shall take care of transferring any unfinished work to a third party, unless the termination can be attributed to the Client. If the transfer of the work still to be done entails extra costs for The Work Embassy, said costs shall be charged to Client.
By way of derogation from Article 9, Parties shall have the right to immediately terminate the Assignment in the following cases:
The Client or The Work Embassy is declared bankrupt or suspension of payment has been granted;
The Client (legal entity) or The Work Embassy is dissolved or liquidated;
The Client (natural person) or The Work Embassy (natural person) is placed under guardianship or dies;
In case of a circumstance as a result of which the Client or The Work Embassy can no longer freely dispose of its assets;
In case of which the Client attributable fails to meet its obligations under the Assignment.
The Work Embassy is not liable for any damages if the Client terminates the Assignment.
All claims of The Work Embassy become immediately enforceable with the termination of the Assignment.
5 - Force Majeure
Article 12: Force Majeure
The Work Embassy cannot be held to fulfill any of his obligations if The Work Embassy is hindered to do so due to a circumstance through no fault of his own and which cannot be attributed to The Work Embassy by virtue of law, a legal action or generally accepted practice.
Throughout the duration or circumstances of force majeure, The Work Embassy is entitled to suspend the fulfillment of his obligations under the Assignment. If this period lasts for more than 2 (two) months, either of the Parties shall be entitled to dissolve the Assignment, for the part that has not been executed yet, by issuing a written statement to the counterparty without any obligation to pay the counterparty damages.
Insofar The Work Embassy has already partially fulfilled his obligations resulting from the Assignment and insofar separate value can be attributed to the part already fulfilled, The Work Embassy may submit a separate invoice for the part already fulfilled.
6 - Retention of Title
Article 13: Retention of Title
Any and all items delivered by The Work Embassy, shall remain the property of The Work Embassy until the Client has duly complied with all obligations under the Assignment entered into with The Work Embassy.
The Client shall do everything that can reasonably be expected of him to safeguard the property of The Work Embassy.
In the case The Work Embassy wishes to exercise his property rights, the Client grants advance, unconditional and irrevocable consent to The Work Embassy and to third parties appointed by The Work Embassy to access all places where The Work Embassy’s property is located and to recover such goods.
7 - Investigation
Article 14: Investigation
The Client is obliged to inspect the delivered goods or the work performed immediately upon their having been made available to the Client or having been performed respectively. The Client is obliged to inspect whether the quality and / or quantity corresponds with what was agreed and meets the requirements that Parties have agreed on in this respect.
The Client is obliged to report in writing any possible visible effects to The Work Embassy within 14 (fourteen) days after delivery. Possible invisible shortcomings should be reported in writing to The Work Embassy 30 (thirty) days after discovery of these. The report should include a detailed description of the defect.
The Client declares that he is familiar with the law and regulations concerning the verification of the identity of candidates. The Client himself is bound to:
verify the identity of the Candidate and shall carry out a careful check of an original identity document, as stipulated in Article 1 sub 1, 2 en 3 of the Compulsory Identification Act, and;
verify whether the proposed Candidate is entitled to perform work in the Netherlands.
8 - Complaints
Article 15: Complaints
The Client must notify The Work Embassy in writing of any complaints with regard to the Assignment or an invoice and within one month following the observation, and in any event within 14 (fourteen) days of the invoice date.
If and insofar the Client files a complaint, this shall not suspend the Client’s payment obligation.
If the Client fails to file a claim in a timely manner, he will no longer be entitled to any repairs, replacements or reimbursements.
Where it is established that a complaint is unjustified, the costs arising from this complaint (including investigation costs) are due and payable by the Client.
9 - Liability
Article 16: Liability of Parties
Only the Client is responsible for the decision to enter into an employment contract with a Candidate proposed by The Work Embassy, as well as for the content of this employment contract.
The Work Embassy is not liable if a Candidate proposed by The Work Embassy does not wish to enter into an employment contract or any other agreement with the Client or the employment contract or agreement is (prematurely) terminated.
The Work Embassy is not liable for damage relating to the deployment of candidates who prove not to meet the Client’s requirements and expectations, unless such damage is demonstrably the direct result of attributable shortcomings in the selection by The Work Embassy.
The Work Embassy is only liable for direct damages of the Client, which is directly and exclusively the result of a attributable shortcoming of The Work Embassy.
The Work Embassy will never be liable for indirect damages, including but not limited to, consequential loss, loss of profits, lost savings, loss caused by interruption of operation, loss of goodwill, loss or damage to reputation, loss of damages to data or programs.
The Work Embassy is not liable in any way whatsoever for any damages resulting from the use by The Work Embassy of incorrect and / or incomplete data provided by the Client.
Any liability of The Work Embassy is at all times limited to the maximum of the net invoice value or, in case of an Assignment entered into for an indefinite period of time, the invoice value over the term of the order for the first 3 months. All liability of The Work Embassy is limited to €2000,00.
The liability of The Work Embassy is at all times limited to the amount that will be paid under its professional insurance.
The limitation of liability as referred to in this article does not apply in the event of intent or gross negligence on the part of The Work Embassy.
Article 17: Indemnification
The Client indemnifies The Work Embassy against any claims made by third parties in connection with the performance of the Assignment, except in the event of intent or gross negligence on the part of The Work Embassy.
If The Work Embassy is challenged by third parties in this connection, the Client will be obliged to assist The Work Embassy both in and out of court and to anything that may be reasonably expected of him in such cases without delay.
If the Client fails to take proper steps The Work Embassy will be entitled to do so itself without notice of default being required. All costs and losses incurred by the Client and third parties as a result will then be for the full risk and expense of the Client.
Article 18: Limitation period
The period of limitation of all claims and defences towards The Work Embassy is 1 (one) year.
Article 19 : Warranties
The Work Embassy guarantees that what he delivers, shall conform to the customary requirements and standards which may be made of it.
This warranty is void if a defect is the result of misuse or mistreatment by the Client.
This warranty is also void if a defect if caused by or arises from circumstances beyond The Work Embassy’s control.
10 - Intellectual property
Article 20: Intellectual property
The Work Embassy retains the copyright and all industrial property rights in the offers made by him and in designs, illustrations, drawings, models, software, etc. supplied by him. This remains equally true if costs for these have been charged to the Client and also irrespective of improvements subsequently introduced by The Work Embassy.
The Client may not copy, distribute or show the above mentioned materials to third parties or use them for a purpose other than for which they were provided by The Work Embassy.
Unless otherwise agreed upon in writing, The Work Embassy is allowed to use the name and logo / brand of the Client for the recruitment and selection of candidates for the Client.
The Client shall indemnify The Work Embassy against all third-party claims in connection with an alleged breach of the (intellectual property) rights of those third parties to the materials made available by the Client to The Work Embassy as part of the Assignment.
11 - Confidentiality
Article 21: Confidentiality
The Work Embassy shall not disclose confidential information of the Client to any third party, unless and only insofar as the disclosure of such information is reasonably necessary in order to properly carry out the Assignment or The Work Embassy is under a legal duty to disclose such information.
The Work Embassy shall not use the information made available by the Client for any other purpose than that for which the information was provided, unless The Work Embassy acts in disciplinary, civil or criminal proceedings in which these documents may be of importance.
The Client shall not disclose the content of agreements, order confirmations, quotations, reports, advices or communications from The Work Embassy, whether or not in writing, and shall ensure that third parties will not have access to its content.
12 - Other provisions
Article 22: Nullity
In the event that one or more stipulations of these General Terms & Conditions are null and void or voided, the remaining provisions of these General Terms & Conditions, the Assignment and agreements will remain fully in force. The provisions that are not legally valid or that cannot legally be applied will be replaced with provisions that are in line with the purport of the provisions to be replaced to every extent possible.
Article 23: Data exchange
For purposes of the performance of the Assignment, personal data concerning candidates are exchanged on a regular basis. Parties are required to protect the confidentiality of these data in compliance with the General Data Protection Regulation and related laws and regulations.
The Client indemnifies The Work Embassy against all claims from candidates or other third parties with regard to The Work Embassy in connection with a violation of the provisions as stipulated in this article.
Article 24: Applicable law and disputes
All legal relationships between the Client and The Work Embassy are governed by Dutch law. All disputes arising from or in connection with the Client or any other third party, resulting from or relating to these legal relationships and which cannot be settled amicably, shall be submitted to the exclusive jurisdiction of, and shall be exclusively decided by, the competent court of ‘Midden-Nederland’, location Utrecht.
Article 25: Writing
If reference is made in these General Terms & Conditions to ‘writing’, then this includes electronic communications such as email, provided that the authenticity of the electronic communication and the identity of the sender is sufficiently established. The burden of proof -with regard to the receipt of the electronic communication- lies with the Client.