UNIFY NOW | TERMS & CONDITIONS | RECRUITMENT AGENCY

TERMS & CONDITIONS

1. Definitions

The following definitions shall apply in the context of the present General Terms and Conditions governing our recruitment activities:

(a) "UN": Unify Now established in Amsterdam, the Netherlands.

(b) "Prospect": Any natural person being recruited and selected by UN with the aim of such person concluding an employment contract with the Client.

(d) "Engagement": The agreement between UN and the Client in the context of which UN engages in the recruitment and selection of a Prospect.

(e) “Gross Annual Income”: The monthly gross salary agreed between Candidate and Client based on a fulltime employment converted to a gross annual salary incl. holiday allowance, commission and/or bonuses, fixed expense allowance and other emoluments as have been guaranteed or may reasonably be expected. A company car, having been made available by the Client, shall be added to the sum of €4,500.-in gross annual income.

2. Scope

2.1. The present General Terms and Conditions Governing Recruitment shall apply to, and shall be deemed to be included by reference in, any offers, price quotes, engagements and agreements involving UN of the one part and the Client of the other part, as well as applying to and being deemed to be included by reference in any ensuing agreements and/or disputes.

2.2. The effective date of the present Terms and Conditions has been set at 1 January 2019, to supersede with effect from this date any general recruitment terms having been issued by UN on previous occasions.

2.3. The validity of departures from the present General Terms and Conditions Governing Recruitment shall be strictly conditional upon the executive management of UN having confirmed same in writing, any such departures to be exclusively confined to the matter at hand while not enabling any rights in respect of juristic relationships having been entered into at a subsequent stage being derived from same.

2.4. The applicability of any other general business terms in use with the Client or being referred to by the Client is hereby explicitly ruled out.

3. Quoted Prices and Conclusion of Engagements Subject to Contract

3.1. All price quotes and cost estimates submitted by UN shall be unconditionally subject to contract unless it has expressly been stipulated to the contrary in an individually addressed written price quote.

3.2. The conclusion of any Engagement between UN and the Client shall be strictly conditional upon UN having first confirmed the Engagement in writing or having embarked upon the Engagement’s implementation.

4. Fees and Payment Method

A recruitment fee shall be due and payable to UN by the Client and be agreed in the Engagement.

5. Payment

5.1. The Client shall be under the obligation at all times to settle UN’s invoices within no more than 30 days of the invoice date, except where it has been agreed to the contrary in writing.

5.2. The Client shall be in default, without notice of default being required to be served upon it, on expiry of the payment term referred to sub 5(1) above, and shall from such moment onwards be obliged to pay the commercial statutory interest (in Dutch: ´wettelijke handelsrente´) on such amount as remains outstanding to UN.

5.3. Both the judicial and extrajudicial charges pertaining to UN’s collection from the Client of tardy payments shall be for the Client’s account, the compensation for extrajudicial charges having been fixed at a minimum of 15% of the outstanding Client sum.

5.4. Payments by the Client shall primarily be in settlement of the interest charge referred to sub 5(2) above and of the judicial and extrajudicial charges referred to sub 5(3) above, and shall subsequently be docked from such earliest outstanding payable as bears the earlier, or earliest, date.

6. Advertisements

UN may make its know-how and expertise in the area of advertising available to the Client, the associated charges to be borne by the latter. The Client may cancel any advertising instruction on condition that the advertisement in question should not yet have been accepted by the medium in question and UN should be able to effect cancellation without incurring any cancellation charge.

7. Sundry Obligations on the Client’s Part

7.1. The Client shall not be entitled without UN’s consent in any manner whatsoever to communicate to third parties details concerning the Prospects or introduce Prospects to third parties. In the event of the Client introducing a Prospect having been introduced to it by UN, within 18 months of it having first been introduced to such Prospect, to any other person, business or institution resulting in an employment contract being concluded or other contractual relationship being forged with such Prospect either in the latter’s own name or via and/or in collaboration with natural persons with whom or legal entities with which the Prospect is associated, the Client will be obliged to pay a compensation of € 25.000.

7.2. In the event of the Client turning down a Prospect having been introduced to it by UN or in the event of the Prospect turning down a proposal by the Client to conclude an employment contract with it, with the Client subsequently belatedly concluding an employment contract or forcing any other contractual relationship with said Prospect, either in its own name or via and/or in collaboration with natural persons with whom or legal entities with which the Prospect is associated, within 18 months of UN having first introduced the Prospect to it, the Client will be obliged to pay a compensation of € 25.000.

7.3 In the event that any scenario referred to sub 7(1) and 7(2) above arises while the contractual relationship in question is not an employment contract, the Client will be obliged to pay a compensation of € 25.000.

8. Premature Termination of Employment Contract

8.1 In the event of the Prospect’s employment contract with the Client being terminated within one month of the Prospect having first entered in the Client’s employ, the Engagement shall be deemed not to have been completed, with UN ensuring at no additional cost –

except for supplementary advertising charges, the latter to be submitted for the Client’s prior approval – that the Engagement should belatedly be implemented, on condition that:

(a) the Client should notify UN in writing of the Prospect having resigned within seven days of said resignation having been handed in;

(b) resignation has not resulted from the Client’s amendment or non-performance of the employment contract;

(d) termination of the employment contract has not resulted from wastage, restructuring, merger or acquisition;

(e) the Client has settled all of UN’s invoiced amounts;

(f) the Client has complied with the stipulations as set out in the present General Terms and Conditions Governing Recruitment.

8.2. In the event of the Client or any Client-affiliated natural person, legal entity, company or institution concluding a fresh employment contract with the Prospect within 18 months of the Prospect first having been introduced to it, the Client shall be under the obligation, by way of compensation for the effort to be made by UN in the interim in finding a replacement, to settle UN’s full fee in accordance with the provisions as set out in article 4 above of the present General Terms and Conditions Governing Recruitment.

9. Liability

UN shall make every effort to ensure that a suitable Prospect is found, albeit that it shall refrain from vouching, in any manner whatsoever, for the suitability of the proposed Prospect. Responsibility for vetting the Prospect’s references (including the running of a check on diploma’s/certificates earned, etcetera) shall rest with the Client whereas it shall be up to the Client to ensure that the UN-introduced Prospect is indeed suitable prior to it concluding an employment contract with such Prospect. No liability whatsoever shall rest with UN in respect of any loss suffered by the Client in connection with the Engagement irrespective of whether such loss had been caused by the Prospect having subsequently turned out to be unsuitable or by other factors. The Client hereby indemnifies UN and holds it harmless for any third-party claims in connection with the Engagement.

10. Ethical Code of Conduct, Anti Bribery and Corruption Clause

10.1. The introduction of Prospects to the Client shall be deferred until such time as they have been interviewed and brought up to date on the vacancy in question.

10.2. UN shall observe discretion where it concerns corporate and personal details pertaining to the Client and the Prospect. The disclosure of personal details shall be subject to the Prospect’s approval.

10.3 The Client will

(a) comply, and procure that its employees comply with all applicable laws, rules and regulations relating to anti-bribery and corruption and commits that neither it nor any of them has or will offer, promise, give or agree to give any person, or accept or agree to accept from any person, whether for itself or on behalf of another, any gift, payment, consideration, facilitation payment, financial or non-financial advantage or benefit of any kind which is illegal or corrupt under the laws of any country (together a “bribe”), directly or indirectly in connection with this Agreement or any other agreement existing now or in the future with UN.

(b) promptly report to UN any request, demand or offer for any bribe in connection with the performance of this Agreement; (the “Anti-Corruption Obligation”)

11. Sanctioning

11.1. The Client confirms that it complies with the international sanction laws and regulations issued by the United States of America (“USA”), the European Union (“EU”), the United Nations (“UN”) or any applicable local laws and regulations. In the event that:

(c) The Client is in breach of this confirmation or ceases to meet such confirmation at any time during the provision of the services; or

(d) if the provision of the services involves any person (natural, corporate or governmental), or their beneficial owner, listed in the USA, EU, UN or local sanctions lists, or involved by or has nexus with any country or any of their governmental agencies which are subject to such sanctions, in the receipt of any services from UN.

11.2. UN shall have no obligation to provide services to the Client and at the option of UN, the provision of the services shall be terminated immediately. In the event of such termination all unpaid fees shall become payable immediately.

12. Privacy

The Client acknowledges that both parties are separate data controllers for the personal data processed under this Agreement. For the avoidance of doubt, the Parties do not wish to establish a joint controller relationship in relation to the services provided under this Agreement. Each Party commits to comply with all applicable privacy and data protection laws, including the General Data Protection Regulation 2016/679, the upcoming ePrivacy Regulation and any laws implementing, supplementing or replacing the aforementioned regulations.

Any personal data provided by the Company to the Client will only be used for the limited purposes as described in this Agreement and in accordance with aforementioned laws and regulations. Parties shall not knowingly perform their obligations under this agreement in such a way as to cause the other party to breach any of its obligations under applicable data protection legislation.

13 Applicable Legal System - Competent Court

13.1. Both the present General Terms and Conditions Governing Recruitment and the Engagement to which these apply shall be governed by Netherlands law.

13.2. Any disputes arising out of, or being associated with, the Engagement to which the present General Terms and Conditions Governing Recruitment apply and any disputes on the actual topic of the present General Terms and Conditions Governing Recruitment shall be adjudicated by the Amsterdam District Court in so far as the latter Court has jurisdiction.