General Terms and Conditions of Culture Fitter
- Bruinsma, trading under the name of Culture Fitter (hereinafter referred to as Culture Fitter), is registered with the Chamber of Commerce under number 82787409 and is located at Tjalk 64 (9408 CC) in Assen.
PART I GENERAL PROVISIONS
Article 1 – Definitions
- In these general terms and conditions, the following terms are defined as below, unless explicitly stated otherwise.
- Offer: any Offer to the Client for the provision of Services by Culture Fitter.
- Worker: the natural person who does not act in the course of a business or profession.
- Services: the Services offered by Culture Fitter, namely Recruitment and selection or job placement.
- Candidate: the Self-Employed Person or Worker who is registered with Culture Fitter, and is proposed by Culture Fitter to the Client as part of one or more Services, for the purpose of assigning the Candidate to the Client or entering into an employment contract or an agreement for services.
- Client: the natural or legal person in the course of a profession or business who has appointed Culture Fitter and/or has provided projects to Culture Fitter for Services performed by Culture Fitter.
- Agreement: any Agreement and other obligations between the Client and Culture Fitter, as well as proposals from Culture Fitter for Services that are provided by Culture Fitter to the Client and that are accepted by the Client and have been accepted and implemented by Culture Fitter.
- Work: if these general terms and conditions refer to Work, this relates to all Work performed by the Candidate under the direction and supervision and for the benefit of the Client.
- Recruitment & selection: Services for the benefit of the Client, comprising assisting in the search for Candidates, whereby the conclusion of an employment contract under civil law or an appointment as a civil servant is envisaged between the Client and the Candidate.
- Culture Fitter: the service provider who offers Services to the Client.
- Self-Employed Person: the natural person who acts in the course of a business or profession.
- Gross annual income: the gross annual salary agreed between the Candidate and the Client, based on full-time employment (based on 40 hours per week). Final – General Terms and Conditions – 19 May 2021
Article 2 – Applicability
- These general terms and conditions apply to every Culture Fitter Offer, every Agreement between Culture Fitter and the Client and every Service offered by Culture Fitter.
- Before an agreement is concluded, the Client will be given access to these general terms and conditions. If this is not reasonably possible, Culture Fitter will indicate to the Client how the Client can consult the general terms and conditions.
- It is not possible to deviate from these general terms and conditions. In exceptional situations, the general terms and conditions may be deviated from insofar as this has been explicitly agreed on in writing with Culture Fitter.
- These general terms and conditions also apply to additional, changed and subsequent instructions from the Client.
- The general terms and conditions of the Client are excluded.
- If one or more provisions of these general terms and conditions are partially or completely null and void or are nullified, the other provisions of these general terms and conditions will remain in force, and the void/nullified provision(s) will be replaced with a provision with the same purport as the original.
- Uncertainties about the content, interpretation or situations that are not regulated in these general terms and conditions should be assessed and interpreted in the spirit of these general terms and conditions.
- The applicability of Sections 7:404 and Section 7:407, subsection 2 and of the Dutch Civil Code is excluded.
- If in these general terms and conditions, reference is made to he/him/his, this should also be understood as a reference to she/her/hers, if and insofar as applicable.
Article 3 – The Offer
- Every Offer from Culture Fitter is without obligation, unless explicitly stated otherwise.
- In principle, every Offer is valid until 31 December of the current year, subject to interim price changes as a result of wage changes on the basis of the collective agreement that applies to the Worker or other laws and regulations (such as social and tax legislation). If the Offer is limited or valid under specific conditions, this will be explicitly stated in the Offer. Any changes will be communicated in writing in advance.
- Culture Fitter is only bound by an Offer if it is confirmed in writing by the Client within 30 days. Culture Fitter nevertheless has the right to refuse an Agreement with a (potential) Client if it has a valid reason to do so.
- The Offer contains a description of the Services offered. The description is sufficiently specified, enabling the Client to make a proper assessment of the Offer. Any details in the Offer are only an indication and cannot be a ground for any compensation or the dissolution of the Agreement.
- Offers or quotations do not automatically apply to repeat orders. Final – General Terms and Conditions – 19 May 2021
- Any terms included in Culture Fitter’s Offer are in principle indicative and do not entitle the Client to dissolution or compensation if they are exceeded, unless explicitly agreed otherwise.
- A compound quotation does not oblige Culture Fitter to provide some of the Services included in the Offer at a proportional part of the quoted price.
Article 4 – Formation of the agreement
- The Agreement is concluded when the Client has accepted an Offer or Agreement from Culture Fitter by returning a signed copy (scanned or original) to Culture Fitter, when Culture Fitter explicitly and unambiguously agrees to the Offer by e-mail, or when it effectively performs the instruction. The Agreement between Culture Fitter and the Client is also deemed to have been concluded if the Client invites a Candidate.
- Culture Fitter has the right to revoke the (signed) Agreement within 5 working days of receiving the acceptance.
- Culture Fitter is not bound by an Offer if the Client could reasonably have expected or should have understood that the Offer contains a manifest mistake or clerical error. The Client cannot derive any rights from this mistake or error.
- If the Client cancels an already confirmed instruction, the costs effectively incurred (including the time spent) will be charged to the Client.
- Any agreement entered into with Culture Fitter or a project awarded by the Client to Culture Fitter rests with the company and not with an individual person who is associated with Culture Fitter.
- The Client’s right of withdrawal is excluded, unless agreed otherwise.
- If the Agreement is concluded by multiple Clients, each Client is individually jointly and severally liable for the fulfilment of all obligations arising from the Agreement.
Article 5 – Term of the agreement
- The Agreement is concluded for a fixed period, unless the content, nature or purport of the instruction means the Agreement is concluded for an indefinite period. The term of the Agreement also depends on external factors, including but not limited to the quality and timely delivery of the information obtained by Culture Fitter from the Client.
- Both the Client and Culture Fitter can dissolve the Agreement on the basis of an attributable shortcoming in the performance of the Agreement if the other party has been given written notice of default and has been given a reasonable period to comply with its obligations and it still correctly fails to fulfil its obligations. This also includes the Client’s obligations to pay and cooperate.
- The dissolution of the Agreement does not affect the Client’s payment obligations insofar as Culture Fitter has already performed work or delivered performances at the time of the dissolution. The Client must pay the agreed fee.
- The Agreement can be terminated prematurely with effect from the end of the month. The notice period is one month. Final – General Terms and Conditions – 19 May 2021
- In the event of premature termination of the Agreement, the Client will owe Culture Fitter the costs effectively incurred up to that time, at the agreed (hourly) rate. The time sheets of Culture Fitter are leading, unless agreed otherwise.
- Both the Client and Culture Fitter can terminate the Agreement in whole or in part in writing with immediate effect, without further notice of default, if one of the parties has been granted a suspension of payments, bankruptcy has been filed or the company concerned ends by liquidation. If a situation as mentioned above occurs, Culture Fitter is never obliged to refund monies already received and/or to pay compensation.
Article 6 – Performance of the services
- Culture Fitter will endeavour to perform the agreed Service with the greatest possible care, as may be expected from a good service provider. Culture Fitter guarantees a professional and independent service. All Services are performed on the basis of a best-efforts obligation, unless a result has been explicitly agreed on in writing, which is described in detail.
- The Agreement on the basis of which Culture Fitter performs the Services is leading for the extent and scope of the services. The Agreement will only be performed for the benefit of the Client. Third parties cannot derive any rights from the content of the Services performed in connection with the Agreement.
- The information and data provided by the Client form the basis of the services and prices offered by Culture Fitter. Culture Fitter has the right to adjust its services and prices if the information provided appears to be incorrect and/or incomplete.
- During the performance of the Services, Culture Fitter is not obliged to follow the instructions of the Client if this changes the content or scope of the agreed Services. If the instructions result in more work for Culture Fitter, the Client is obliged to reimburse the additional costs accordingly on the basis of a new quotation.
- Culture Fitter is entitled to engage third parties for the performance of the Services at its discretion.
- If required by the nature and duration of the instruction, Culture Fitter will keep the Client informed of the progress in the interim via the agreed manner.
- The performance of the Services is based on the information provided by the Client. If the information needs to be changed, this may have consequences for any established schedule. Culture Fitter is never liable for adjusting the schedule. If the start, progress or delivery of the Services is delayed because, for example, the Client has not provided all the requested information or has not provided all requested information in time or in the desired format, if he does not sufficiently cooperate, any advance payment has not been received by Culture Fitter in time or in the event of delay caused by other circumstances, which are at the expense and risk of the Client, Culture Fitter is entitled to a reasonable extension of the delivery or completion period. All damage and additional costs as a result of delays due to a cause as mentioned above are at the expense and risk of the Client.
- At the request of the Client, Culture Fitter can use his knowledge and expertise in the field of advertising. Culture Fitter and the Client discuss Culture Fitter’s fee and lay down the conditions for this in writing. In the absence of such written conditions, Culture Fitter will unilaterally determine a fee. Final – General Terms and Conditions – 19 May 2021
- Culture Fitter undertakes to perform each instruction with the greatest possible care and to select candidates to the best of its ability in accordance with Culture Fitter’s vision. Culture Fitter has complete freedom in the selection of Candidates and takes into account the selection criteria of the Client, the work experience, diplomas and skills of the relevant Candidate.
- Culture Fitter undertakes to recruit and select adequate Candidates with the greatest possible care for the instruction or Request placed by the Client. When introducing Candidates, Culture Fitter always puts the wishes and requirements of the Client first, but it cannot guarantee the Candidates it places always meet the wishes and expectations of the Client.
Article 7 – Obligations of the Client
- The Client is obliged to provide all information requested by Culture Fitter, as well as relevant attachments and related information and data in a timely manner and/or before the start of the service and in the desired form for the correct and efficient performance of the Agreement. In the absence thereof, Culture Fitter may at times be unable to realise a full performance and/or delivery of the Agreement. The consequences of such a situation are at the expense and risk of the Client at all times.
- Culture Fitter is not obliged to check the correctness and/or completeness of the information it receives or to update the Client with regard to the information if it has changed over time, nor is Culture Fitter responsible for the correctness and completeness of the information that Culture Fitter has compiled for third parties and/or is provided to third parties within the framework of the Agreement.
- Culture Fitter may, if necessary for the performance of the Agreement, ask for additional information. In the absence thereof, Culture Fitter is entitled to suspend its activities until the information has been received, without being obliged to compensate the Client for whatever reason. In the event of changed circumstances, the Client must notify Culture Fitter of this immediately but no later than 3 working days after the change has become known.
- Before concluding the Agreement, the Client must provide all relevant information for the clear profile of the Candidate, including but not limited to the job group, job requirements, required diplomas and experience, working times, working hours, activities, workplace, working conditions, and the intended duration of the instruction and other expense allowances and bonuses, as well as all information required to determine the fee owed and the start date of the Candidate selected by Culture Fitter. In the absence thereof, Culture Fitter may at times be unable to realise a full performance and/or delivery of the relevant services or to determine the exact fee due. The consequences of such a situation are at the expense and risk of the Client at all times.
- Culture Fitter always performs its Services within the framework of a best-efforts obligation and undertakes to make every effort to recruit and select adequate Candidates with the greatest possible care for the Services requested by the Client. When assigning Candidates, Culture Fitter always puts the wishes and requirements of the Client first, but it cannot guarantee the Candidates it assigns always meet the wishes and expectations of the Client.
- The Client is obliged to inform Culture Fitter in advance, but in any case immediately, of changes to its terms of employment, enabling Culture Fitter to also implement those changes towards Candidates it has assigned, insofar as this is required by any statutory regulation. In that case, Culture Fitter is entitled to adjust its rates to the new terms and conditions of employment as of the date of the change. Final – General Terms and Conditions – 19 May 2021
- The Client is not permitted to disclose data of Candidates proposed by Culture Fitter to third parties without Culture Fitter’s prior written consent. If the Client does not draw up an employment contract or otherwise employs a Candidate, the Client must immediately destroy this information.
Article 8 – Successful recruitment and selection
- The Recruitment and Selection instruction will only be successfully fulfilled as soon as a Candidate introduced by Culture Fitter accepts an Employment Contract proposed by the Client or as soon as the Candidate is employed by the Client in some other way.
- Successful fulfilment of the recruitment and selection Instruction also includes the situation in which a Candidate introduced by Culture Fitter to the Client enters into employment within 12 months of being introduced and/or if he works for the Client or an affiliated company in any other way, through third parties or otherwise. Except if the Client has made an explicit reservation in advance, the fee is also due if it emerges that the Candidate introduced by Culture Fitter is already known to the Client to a greater or lesser extent via a job application or otherwise.
Article 9 – Additional activities and changes
- If during the performance of the Agreement it appears that the Agreement needs to be adjusted, or if further work is required at the request of the Client to achieve the desired Service from the Client, the Client is obliged to pay for this additional work according to the agreed rate. Culture Fitter is not obliged to comply with this request and may ask the Client to conclude a separate Agreement for this and/or to refer the Client to an authorised third party.
- If the additional activities are the result of Culture Fitter’s negligence, if Culture Fitter has made an incorrect estimate or could reasonably have foreseen the relevant activities, these costs will not be passed on to the Client.
Article 10 – Prices and payment
- The total “Recruitment Fee” owed by the Client to Culture Fitter is a fixed fee based on the first Gross Annual Income to be achieved by the Candidate employed by the Client. Flat-rate fees are determined for other products and depend on the scope and time of the project.
- The “Recruitment Fee” referred to in the previous paragraph is paid as follows:
- At the start of the Instruction, the Client owes Culture Fitter a starting fee;
● Upon acceptance of the Client’s offer by a Candidate, the Client will owe a completion fee;
● In some cases, a third payment can be added. The relevant payment must be made 6 months after the official commencement date of the Candidate’s employment.
3. The gross annual salary also includes the associated maximum achievable commission and bonuses, as well as the holiday pay and 13th, 14th and/or 15th month, guarantee commission, the tax addition Final – General Terms and Conditions – 19 May 2021
liability regarding any lease car or other items made available, fixed periodic bonuses and profit distributions (assuming the objective has been fully achieved).
- In principle, all prices are exclusive of turnover tax (VAT), unless agreed otherwise. Culture Fitter performs its services in accordance with the agreed rate.
- If travel and accommodation costs arise because Culture Fitter has to travel for meetings or interviews with a Client or Candidate established abroad, these costs will be reimbursed to Culture Fitter. Before any costs are incurred, the Client and Culture Fitter will mutually agree on the possibilities.
- The Client is obliged to fully reimburse the costs of third parties deployed by Culture Fitter after approval of the Client, unless explicitly agreed otherwise.
- The parties can agree that the Client must pay an advance. If an advance has been agreed, the Client must pay the advance before commencing the performance of the services.
- The Client cannot derive any rights or expectations from a previously issued budget, unless the parties have explicitly agreed otherwise.
- Culture Fitter is entitled to increase the applicable prices and rates in accordance with the applicable inflation rates each year. Other price changes during the term of the Agreement are only possible if and insofar as they have been explicitly laid down in the Agreement.
- The Client must pay these costs all at once, without set-off or suspension, using the account number and details of Culture Fitter made known to the Client, within the specified payment term of no later than 14 days as stated on the invoice.
- Complaints against the invoice amount must be received in writing by Culture Fitter within 7 calendar days of the invoice date of the invoice in question. Complaints do not suspend the Client’s payment obligation.
- In the event of (involuntary) liquidation, insolvency, bankruptcy or a request for payment towards the Client, the payment and all other obligations of the Client under the Agreement become immediately due and payable.
- If for whatever reason, the Client does not agree with any invoice, the Client will notify Culture Fitter of this in writing within 7 days of the invoice being sent. In the absence of such notification, the amount stated on the invoice is deemed to be due and the Client has waived any right to object.
- The Client is not entitled to a refund of monies already paid if the agreed employment relationship or the employment contract between the Client and the Candidate is terminated prematurely due to causes related to a change in the job content, reorganisations, mergers and/or takeovers, the departure of a direct manager, a suspension of payments or bankruptcy or otherwise insufficient creditworthiness on the part of the Client.
Article 11 – Collection policy
- If the Client does not fulfil its payment obligation, and has not fulfilled its obligation within the specified payment term, the Client will be in default by operation of law. Final – General Terms and Conditions – 19 May 2021
- From the date the Client is in default, Culture Fitter, without further notice of default, will be entitled to the statutory commercial interest from the first day of default until full payment, and to compensation of the extrajudicial costs in accordance with Section 6:96 of the Dutch Civil Code, to be calculated according to the graduated scale under the Dutch Extrajudicial Collection Costs (Fees) Decree of 1 July 2012.
- If Culture Fitter has incurred more or higher costs that are reasonably necessary, these costs are eligible for reimbursement. The full judicial and execution costs incurred are also at the expense of the Client.
Article 12 – Privacy, data processing and security
- Culture Fitter handles the (personal) data of the Client with care and will only use it in accordance with the applicable standards. If requested, Culture Fitter will inform the data subject about this.
- The Client is responsible for the processing of data that is processed using a Culture Fitter Service. The Client also guarantees that the content of the data is not unlawful and does not infringe any third-party rights. Within this framework, the Client indemnifies Culture Fitter against any (legal) claim related to this data or the performance of the Agreement.
- If Culture Fitter is required to provide information security on the basis of the Agreement, this security will meet the agreed specifications and a security level that, in view of the state of the art, the sensitivity of the data and the associated costs, will not be unreasonable.
Article 13 – Suspension and dissolution
- Culture Fitter has the right to retain the data, data files, etc. it has received or realised if the Client has not yet (fully) fulfilled its payment obligations. This right remains in full force if a valid reason for Culture Fitter arises, which justifies suspension in that case.
- Culture Fitter is entitled to suspend the fulfilment of its obligations as soon as the Client is in default with the fulfilment of any obligation arising from the Agreement, including late payment of its invoices. The suspension will be confirmed to the Client in writing immediately.
- In that case, Culture Fitter is not liable for damage, for whatever reason, as a result of the suspension of its activities.
- The suspension (and/or dissolution) does not affect the Client’s payment obligations for work already performed. Also, the Client is obliged to compensate Culture Fitter for any financial loss suffered by Culture Fitter as a result of the Client’s default.
Article 14 – Force majeure
- Culture Fitter is not liable if it cannot fulfil its obligations under the agreement as a result of a force majeure situation.
- Force majeure on the part of Culture Fitter in any case includes, but is not limited to: (i) force majeure of suppliers of Culture Fitter, (ii) failure to properly fulfil obligations by suppliers prescribed or Final – General Terms and Conditions – 19 May 2021
recommended by the Client or its third parties to Culture Fitter, (iii) inadequacy of software or any third parties involved in the performance of the service, (iv) government measures, (v) interruptions of electricity, the Internet, data network and/or telecommunication facilities, (vi) illness of employees of Culture Fitter or consultants engaged by it and (vii) other situations which, in the opinion of Culture Fitter, fall outside its sphere of influence and which temporarily or permanently prevent the fulfilment of its obligations.
- In the event of force majeure, both Parties have the right to dissolve the Agreement in whole or in part. All costs incurred before the dissolution of the Agreement will in that case be paid by the Client. Culture Fitter is not obliged to compensate the Client for any losses caused by such dissolution.
Article 15 – Limitation of liability
- Culture Fitter can never be held liable if the Candidates it has selected and/or assigned do not meet the Client’s expectations, unless the Client has made these expectations known to Culture Fitter prior to the Agreement and Culture Fitter has explicitly committed itself to the result intended by the Client.
- In the event of an attributable shortcoming on the part of Culture Fitter, Culture Fitter is only obliged to pay any compensation if the Client has given Culture Fitter notice of default within 14 days of discovering the shortcoming and Culture Fitter has subsequently not remedied this shortcoming within a reasonable period. The notice of default must be submitted in writing and contain an accurate description/substantiation of the shortcoming, enabling Culture Fitter to respond adequately.
- If the provision of Services by Culture Fitter leads to liability for Culture Fitter, that liability is limited to the total amount invoiced within the framework of the Agreement, but only with regard to the direct damage suffered by the Client, unless the damage is the result of intent or recklessness bordering on intent on the part of Culture Fitter. Direct damage is understood to mean reasonable costs incurred to limit or prevent direct damage, determine the cause of damage, direct damage, liability and the manner of recovery.
- Culture Fitter explicitly excludes all liability for consequential damage. Culture Fitter is not liable for consequential damage, indirect damage, trading loss, lost profits and/or loss, missed savings, damage due to business interruptions, capital losses, loss due to delays, lost interest and intangible losses.
- Culture Fitter is not liable for damage caused by its selected Candidates at the Client or third parties.
- Culture Fitter is not liable towards the Client and is not obliged to pay compensation for any damage if contact between the Client and Culture Fitter prior to a possible instruction, including a specific request from the Client to assign a Candidate, does not, for whatever reason, lead to the actual assignment of a Candidate or does not lead to an assignment of a Candidate within the term preferred by the Client.
- The Client indemnifies Culture Fitter against all third-party claims as a result of a defect caused by a service provided by the Client to a third party, which service also consisted of Services provided by Culture Fitter, unless the Client can demonstrate that the damage was exclusively caused by the Service provided by Culture Fitter.
- If a third party is engaged by or on behalf of the Client, Culture Fitter is never liable for the actions and advice of the third party engaged by the Client, or for the processing of results (of advice drawn up) of the third party engaged by the Client in Culture Fitter’s own advice. Final – General Terms and Conditions – 19 May 2021
- Culture Fitter does not guarantee the correct and complete transmission of the content of an e-mail sent by/on behalf of Culture Fitter, nor the timely receipt thereof.
- Culture Fitter will make all reasonable efforts to find a suitable Candidate, but issues no guarantee as to the suitability of the proposed Candidate. The Client is responsible for verifying the Candidate’s references (including the verification of diplomas, etc. that have been awarded to the candidate) and must ascertain the suitability of the Candidate before hiring a Candidate, after the Candidate has been introduced to the Client by Culture Fitter. Culture Fitter is not liable for any damage suffered by the Client in connection with the instruction, regardless of whether this damage or loss is due to the unsuitability of the Candidate (as determined afterwards) or other factors. The Client hereby indemnifies Culture Fitter against any third-party claims in connection with the instruction.
- As soon as a Candidate is appointed by the Client, the performance of his activities will be carried out under the supervision and management of the Client and all consequences thereof will be at the expense and risk of the Client and/or the Candidate in question. Culture Fitter is never liable for any damage caused by the Candidate during the performance of his work.
- The Client is responsible for the decision to enter into an Employment Contract with a Candidate selected by Culture Fitter, or to put the Candidate to work in any other way, as well as for the content of this Employment Contract.
- Culture Fitter can never be held liable if the Candidates it has selected do not meet the Client’s expectations, unless the Client has made these expectations known to Culture Fitter prior to the Agreement and Culture Fitter has explicitly committed itself to the result intended by the Client.
- All claims of the Client due to shortcomings on the part of Culture Fitter lapse if they are not reported to Culture Fitter in writing and with reasons within one year after the Client was aware or could reasonably have been aware of the facts on which it bases its claims. One year after the termination of the Agreement between the parties, Culture Fitter’s liability expires.
Article 16 – Confidentiality
- Culture Fitter and the Client undertake to maintain the secrecy of all confidential information obtained within the framework of an instruction/Agreement. Confidentiality arises from the instruction and must also be assumed if it can reasonably be expected that it concerns confidential information. The duty of confidentiality does not apply if the information in question is already public/generally known, the information is not confidential and/or the information has not been disclosed to Culture Fitter by the Client during the term of the Agreement and/or has been obtained by Culture Fitter in another way.
- In particular, the duty of confidentiality pertains to advice, reports, designs, working methods and/or reporting regarding the Client’s instruction, drawn up by Culture Fitter. The Client is expressly prohibited from sharing the content thereof with employees who are not authorised to take note of it and with (unauthorised) third parties. Furthermore, Culture Fitter always exercises the required care in handling all business-sensitive information provided by the Client.
- If on the basis of a statutory provision or a court decision, Culture Fitter is obliged to (also) provide the confidential information to a third party designated by law or competent court and Culture Fitter cannot Final – General Terms and Conditions – 19 May 2021
invoke a right of non-disclosure, Culture Fitter is not obliged to pay any compensation and the Client has no ground for dissolution of the Agreement.
- The written permission of Culture Fitter is required for the transfer or dissemination of information to third parties and/or publication of statements, advice or productions provided by the Client to third parties, unless such permission has been explicitly agreed in advance. The Client will indemnify Culture Fitter against all claims from such third parties as a result of relying on such information that has been disseminated without Culture Fitter’s written permission.
- Culture Fitter and the Client also impose the duty of confidentiality on third parties to be engaged by them.
- If this provision is violated, the Client will be punished with an immediately payable fine of € 10,000 and an immediately payable fine of € 1,000 for each day this violation continues, without prejudice to Culture Fitter’s right to claim compensation.
Article 17 – Indemnity and accuracy of information
- The Client itself is responsible for the correctness, reliability and completeness of all data, information, documents and/or records in whatever form which it provides to Culture Fitter within the framework of an Agreement, as well as for the data it has received from third parties and which has been provided to Culture Fitter for the performance of the Service.
- The client indemnifies Culture Fitter against any liability resulting from non-compliance or late fulfilment of the obligations with regard to the timely provision of all correct, reliable and complete data, information, documents and/or records.
- The Client indemnifies Culture Fitter against all claims from the Client and third parties engaged by it or working for it, as well as from the Client’s customers, based on the failure to (timely) obtain any consent required within the framework of the performance of the Agreement.
- The Client indemnifies Culture Fitter against all third-party claims arising from the work performed for the Client, including but not limited to intellectual property rights on the data and information provided by the Client that can be used in the performance of the agreement and/or the acts or omissions of the Client towards third parties.
- If the Client provides Culture Fitter with electronic files, software or data carriers, the Client guarantees that these are free from viruses and defects.
- The Client indemnifies Culture Fitter against all claims arising from errors made by the assigned Candidates. The Client itself makes agreements with the Candidates, placed by Culture Fitter, about any necessary insurance policies, even if the Candidate works as an independent entrepreneur (self-employed person) at the Client. The latter is strongly recommended by Culture Fitter.
Article 18 – Ban on taking over Candidates
- During the term of the Agreement and for up to a maximum of one year after the end thereof, the Client is not permitted to employ Culture Fitter Candidates or to engage these Candidates in any other way Final – General Terms and Conditions – 19 May 2021
without the prior written consent of Culture Fitter and reasonable monetary compensation from the moment Culture Fitter has recruited and selected Candidates for the Client.
- If the above provision is violated, the Client will owe an immediately payable fine of € 30,000, and a fine of € 500 for each day the violation continues. This does not affect Culture Fitter’s right to claim (additional) compensation.
Article 19 – Complaints
- If the Client is not satisfied with Culture Fitter’s Services or otherwise has complaints about the performance of its instruction, the Client is obliged to report these complaints as soon as possible, but no later than 7 calendar days after the relevant cause that led to the complaint. Complaints can be reported verbally or in writing via firstname.lastname@example.org, quoting “Complaint” in the subject box.
- To enable Culture Fitter to handle the complaint, the complaint must be sufficiently substantiated and/or explained by the Client.
- Culture Fitter will respond substantively to the complaint as soon as possible, but no later than 7 calendar days after receiving the complaint.
- The parties will try to find a solution together.
Article 20 – Applicable law
- The legal relationship between Culture Fitter and the Client is governed by Dutch law.
- Culture Fitter has the right to change these general terms and conditions and will inform the Client of this.
- In the case of translations of these general terms and conditions, the Dutch version will prevail.
- All disputes arising from or as a result of the agreement between Culture Fitter and the Client will be settled by the competent judge of the Northern Netherlands court, Assen location, unless mandatory law provisions designate another competent court.
Assen, 18 May 2021