Terms and conditions

TERM AND CONDITIONS OF ALIAS RECRUITMENT INC.

1. Terms

In these terms and conditions, the following definitions apply:

Alias

Alias Recruitment Inc., with its registered office at the Jan van Galenstraat 335, 1061 AZ, Amsterdam, CoC number 69598681;

Client

Any natural or legal person that purchases services from Alias, or with whom Alias is in talks on the conclusion of an agreement to purchase services from Alias;

RPO / Recruitment Process Outsourcing

The outsourcing of recruitment and selection activities by the Client to Alias;

Recruitment services

Services in the field of recruitment and selection of staff in a broad sense at the Client;

RPO recruiter

An expert employed by Alias or working for Alias as a self-employed person who provides services on behalf of Alias in the field of recruitment and selection as part of an assignment from the Client to Alias;

Candidate

A potential employee for the Client.

2. Applicability of these terms and conditions

These terms and conditions apply to every offer or quotation from Alias and to agreements concluded by Alias with the Client and to the performance of assignments by Alias, and to the obligations between parties insofar as Alias has not deviated explicitly and in writing from these at the conclusion of an assignment / agreement.

The present conditions also apply to all agreements between Alias and the Client, which require Alias to bring in third parties for the execution thereof.  These third parties can invoke these terms and conditions towards the Client.

The terms and conditions of the Client do not apply to the performance of services by Alias or to obligations with Alias, unless Alias has expressly stated in writing that those conditions do apply.

3. Quotations

Alias is only bound to a quotation, if and insofar as it is accepted by the Client in writing within one month of its date, unless expressly stated otherwise. Alias is entitled to modify or change quotations that have not been accepted within one month.

All amounts in the quotations mentioned will be increased by VAT, unless expressly stated otherwise.

4. Assignment agreement

Agreements with Alias are established through the acceptance of Alias’s quotation by the Client, or by Alias starting the performance of an assignment provided by the Client either orally or in writing.

A request for service is expected to be made to Alias and not to any individual partner, employee, or self-employed person who performs the work for Alias. Book 7, Section 404 and Book 7, Section 407 of the Dutch Civil Code do not apply.

5. Performance of services

Alias will perform services to the best of its knowledge and ability and in accordance with the requirements of good craftsmanship. The obligations for Alias should be interpreted as best effort obligations. The fact that a compensation is only (partly) due in case of achievement of a certain agreed result does not affect this.

Alias can have the services described in the agreement with the Client performed by its own staff or by self-employed persons or third parties.

Alias is entitled to replace the RPO recruiters deployed as part of the performance of an assignment.

The work will be performed at the location of the Client or from the location of Alias, which will be determined by Alias.

For candidates and external parties, Alias’s services will be performed under the name of the Client.

The Client shall ensure that all data and/or facilities, which Alias indicates are necessary or which the Client can reasonably understand are necessary for the conclusion or performance of the agreement, are provided to Alias in a timely manner.

During the term of an assignment and for 1 year after its completion, the Client shall inform Alias regarding the appointment of staff to vacancies that have been part of the RPO assignment within 2 months after such an appointment.

6. Confidentiality and nondisclosure

Alias and the Client commit to nondisclosure of all confidential information which they have obtained from each other as part of the performance of the assignment(s). Information is considered to be confidential when it has been designated as such by the other party or when the confidentiality arises from the nature of the information.

In any case, information concerning (personal data of) candidates and information about the commercial company policy and other company information from the parties, including information about the organization, remuneration systems, staffing, etc. that is not otherwise publicly known or published, is confidential.

Without written permission from Alias, the Client shall not make any statements about the approach and working method of Alias to third parties, or provide any quotations, agreements, or reports from Alias to third parties for inspection or make these available to them.

Alias is entitled to refer to the Client as a business contact and to include the name of the Client in a list of business contacts, which is published on the website of Alias or via other communications, unless the Client states in writing that they object to this.

7. Business network of the Client

Alias will use the Client’s business network insofar as necessary for the performance of the assignment and will extend and supplement this network for the Client as part of the performance of the assignment. Alias will add data of the candidates recruited by Alias to the Client’s network after permission from the candidate involved for the inclusion of this data in the Client’s systems. With regard to the personal data of candidates, the Client will be regarded as the Responsible Party and Alias as the Processor within the meaning of the GDPR.

A Processor Agreement between the parties will be part of the assignment agreement.

8. Systems

Alias will use the Client’s systems for the performance of the assignment and the storage of personal data of candidates, unless the parties have explicitly agreed otherwise.

The Client is responsible for the security of these systems.

9. Intellectual property

The copyright on all written documents produced by Alias, including, in any case, quotations, reports, advice, and designs, belongs to Alias.

Works produced by Alias for the Client are intended for the Client’s own use and cannot be duplicated or made public by the Client without prior written permission from Alias.

Insofar as it is not covered by the obligation of nondisclosure, Alias can use the knowledge gained during the performance of the agreement for other purposes.

10. Fee

Alias will charge the Client a fee for the performance of the services based on the signed agreements in the quotation.

11. Invoicing and Payment

The Client will pay invoices from Alias within 30 days after the invoice date, unless otherwise agreed in writing. Settlement by the Client is not permitted.

After the expiry of the payment term, the Client is in default without notice of default being required. From that moment, the Client will owe an interest of 1% per month on the outstanding amount until the date of full payment. A part of the month will be regarded as a full month.

Any collection costs, both judicial and extrajudicial, are at the expense of the Client. The compensation in respect of extrajudicial collection costs is set at at least 15% of the sum-total due.

12. Payability of claims / termination of the agreement

Alias’s claims on the Client are due and payable immediately, if:

  1. a) Alias has become aware of circumstances that give valid reasons to fear that the Client will not be able to meet their financial obligations. At any rate (but not exclusively), this is the case if the Client has filed for bankruptcy or suspension of payment, the Client has been declared bankrupt, or has been granted suspension of payment, or the business activities or company are liquidated;
  2. b) Alias has asked the Client to provide security for compliance and this security is insufficient or not forthcoming;
  3. c) the Client does not properly, completely, or timely comply with a financial obligation arising from the agreement.

In the aforementioned cases, Alias can suspend the performance of the agreement or dissolve the agreement, without prejudice to the right of Alias to claim damages in this respect.

13. Liability

In the unhoped-for situation that the Client is not satisfied with the performance provided by Alias or by third parties deployed by Alias, the Client shall make this dissatisfaction discussable as soon as possible and give Alias the opportunity to restore the performance and still meet expectations.

If, during the performance of an agreement, an event occurs which leads to liability of Alias, this liability is limited to the amount that will be paid in that case under the liability insurance taken out by Alias, plus the deductible.

If, for whatever reason, the insurance company does not grant the right to any amount, the liability is always limited to the amount charged for the damage-causing performance or, for long-term agreements, to an invoice amount over a period of six months at the most.

Any claims by the Client must be submitted to Alias as soon as possible after the damage becomes known, but no later than within 3 months thereafter. Each claim expires 1 year after disclosure of the claim.

Alias is never liable for indirect, immaterial, trading, or consequential loss.

Alias is not liable for damages resulting from:

  1. a) data which is incorrect and/or incomplete and/or not provided in a timely manner by the Client. The Client guarantees the correctness and completeness of the information essential to the assignment;
  2. b) loss of data. The Client shall take care of back-up files or copies of other data made available to Alias by the Client;
  3. c) a shortcoming of the Client in the fulfilment of their obligations, including the provision of insufficient cooperation in the performance of the agreement.

With respect to the RPO recruiters who perform work at the locations of the Client as part of the performance of the assignment, the Client shall comply with the obligations towards employees and contractors under the Dutch Civil Code, the Working Conditions Act, the Working Hours Act, and other regulations concerning safety, health, psychosocial load, and privacy of employees and contractors. Under Book 7, Section 658 of the Dutch Civil Code and Book 6, Section 107 through Book 6, Section 108 of the Dutch Civil Code, the Client is liable for the damage suffered by the RPO recruiters in the performance of work for the Client at a location of the Client, unless the Client proves that they have fully complied with their obligations or that the damage results from intent or willful recklessness of the RPO recruiter. The Client indemnifies Alias at all times against claims from RPO recruiters in this respect and from the associated costs for Alias.

The Client shall take out sufficient insurance against liability under this article. At the request of Alias, the Client shall provide proof of insurance.

14. Force majeure

In this article, force majeure is understood to mean, in addition to its meaning assigned in the law and jurisprudence, all external causes that cannot be influenced by a party.

In the case of force majeure, the obligations of the party that experiences force majeure will be suspended. If the period in which a party cannot fulfill its obligations due to force majeure lasts longer than two months, each party is entitled to dissolve the agreement, without incurring any liability to compensation in that event.

If Alias has already provided services or incurred costs at the commencement of the force majeure, it may invoice these, and the Client is obliged to pay the invoice.

15. Hiring RPO recruiters

Without prior written permission from Alias, the Client is not entitled to:

  • enter into a direct relationship (whether or not in employment) with an RPO recruiter of Alias or
  • establish a relationship between the RPO recruiter of Alias and a company affiliated to the Client or
  • establish a relationship between an RPO recruiter of Alias and a third party or
  • establish a relationship between the Client or a company affiliated to the Client and a temporary employment or other secondment or payroll agency and a recruiter of Alias.

If Alias is willing to comply with a request from the Client to hire one of its employees or to enter into a relationship as mentioned above with an employee of Alias, Alias is entitled to attach the following condition to the granting of permission:

Payment by the Client to Alias of a lump sum for the agreement between parties or a brokerage fee, consisting of a percentage of 25% of the gross annual salary agreed upon by the Client or the third party involved and the RPO recruiter concerned.

The gross annual salary is understood to mean 12 times the gross monthly salary on a full-time basis as agreed by the Client and the RPO recruiter concerned, including 8% holiday pay, any 13th month and/or any agreed fixed bonus, or in the case of self-employment, 12 times the compensation per month on a full-time basis excluding VAT, regardless of the number of hours per month or the period during which the person concerned will work for the Client.

16. Applicable law and disputes

The legal relationship between Alias and the Client shall be governed by the Dutch law.

In the event of a dispute between the parties, the parties will try to resolve the dispute through mediation by an MfN register mediator before taking it to the civil court. If the dispute is not resolved in mediation within a period of 2 months after one of the parties has requested mediation, each party is entitled to submit the dispute to the exclusively competent judge of the district court of Amsterdam.