General terms and conditions
Article 1 – Introduction
- 1.1 These terms and conditions apply to all offers, quotations and agreements between Brockmeyer Vacaturemarketing B.V., hereinafter referred to as the ‘Company’, and a Client to which the Company has declared these terms and conditions applicable, if and to the extent that these terms and conditions are not rejected by the parties expressly and in writing.
- 1.2 These terms and conditions also apply to agreements with the Company and third parties the Company engages for the performance thereof.
- 1.3 The application of any purchasing or other terms and conditions used by the Client are hereby expressly rejected.
- 1.4 If one or more of the provisions contained in these general terms and conditions is or becomes wholly or partly void or invalid at any time, the remaining provisions contained in these general terms and conditions shall remain in full force. In such case, the Company and the Client shall consult in order to agree on new provisions to replace the void or invalid provisions, while retaining the purpose and tenor of the original provisions as much as possible.
- 1.5 Should there be any confusion about the interpretation of one or more of the provisions contained in these general terms and conditions, the interpretation should be made ‘in the spirit’ of these provisions.
- 1.6 If a situation arises between the parties that is not provided for in these general terms and conditions, this situation will have to be assessed in the spirit of these general terms and conditions.
- 1.7 If the Company does not always require strict compliance with these terms and conditions, this does not mean that the provisions herein do not apply, or that the Company in any way loses the right to require strict compliance with the provisions of these terms and conditions in other cases.
- 1.8 Any circumstance that occurs independently of Brockmeyer’s will, as a result of which it is prevented from fulfilling all or part of its obligations to the Client are wholly or Brockmeyer cannot be reasonably expected to fulfil such obligations, irrespective of whether that circumstance was foreseen at the time of concluding the Agreement. Such circumstance shall, in any case, include, but is not limited to: obligations imposed by the authorities that affect the provision of the Service, breakdown in systems that are part of the Internet, malfunctions in the telecommunication infrastructure, failure of Brockmeyer’s power supply facilities.
Article 2 – General
- 2.1 These General terms and conditions are applicable to all concluded agreements.
- 2.2 The Company reserves the right to change these General Terms and Conditions with immediate effect by giving the Client written notice thereof. This, however, shall be without prejudice to the core provisions under this agreement between the parties, like nature, scope and content of the parties’ performances.
- 2.3 Any changes other than at the Client’s request, respectively which are not established in the manner described in Article 2.1, shall only be valid if set out by the Parties in a new (appendix to the) Agreement and signed by both Parties.
- 2.4 If any provision contained in these General Terms and Conditions and/or the agreement, to which these General Terms and Conditions apply, is or becomes null or void, the remaining provisions of these General Terms and Conditions and/or that agreement shall continue to apply in full and the Company and Client shall consult in order to agree on new provisions to replace the invalid or void provisions, whereby the purpose and tenor of the invalid or void provisions shall be retained as much as possible.
Article 3 – Entry into force and term of the Agreement
- 3.1 An Agreement enters into force on the date it is concluded or the date on which the advertisement space on the Company’s site and its offered packages for placement on other internet sites is actually made available to the Client, whichever is earlier.
- 3.2 A Subscription Agreement for placing several vacancies shall be entered into for a term of 12 months (or for a part thereof).
- 3.3 An Advertising Agreement shall be entered into for a term of 1 month, which corresponds with the term of placing the relevant advertisement. This Agreement shall end by operation of law.
- 3.4 Either of the Parties may end a Subscription Agreement prematurely if:
it ceases its business activities; the other Party has applied for deferred payment or has obtained or is declared bankrupt or an application for bankruptcy has been filed on its behalf; the other Party fails to comply with an essential obligation as the result of a non-attributable shortcoming (force majeure) and this situation of force majeure has lasted longer than 1 month, such to be calculated from the date of announcing the situation of force majeure; if Article 2.2 applies; if Article 10.1 applies.
- 3.6 Both the Company and the Client may terminate the agreement wholly or partially with immediate effect without formal notice and without judicial intervention by written notification if the other party is granted suspension of payment, whether provisionally or not, if the bankruptcy is declared with respect to the other party or if its business is liquidated or discontinued. Furthermore, the Company may terminate the agreement if the Client’s control (in its business) changes. The Parties shall never be liable to pay damages for the termination referred to in this article.
- 3.7 If, at the time of dissolution, the Client has already received goods or services in performance of the agreement, these goods or services and the payment the related payment obligation shall not be subject to cancellation, unless the Company is in default in respect of the goods or services. Amounts that the Company has invoiced before the dissolution for any work or services it has performed or delivered under the agreement shall remain payable in full with due observance of the previous sentence and shall be immediately due and payable at the time of termination.
Article 4 – Advertising
- 4.1 The Company shall make the Brockmeyer advertising functionality available to the Client once only based on and for the term of the Advertising Agreement.
- 4.2. The Brockmeyer advertising specifications will be agreed in writing.
- 4.3 If any modifications and/or changes are effected whereby 1 or more of the vacancy sites do not work (any longer), the vacancy will be placed on other vacancy sites. A replacement site is a service offered by the Company, but it is not obliged to do so. The sites where the vacancy is placed are specified in the placement confirmation.
- 4.4 The Brockmeyer subscription functionality is available 24/7. Any preventive and corrective maintenance to the Company’s functionality shall be performed as much as possible outside 09.00 a.m. – 6.00 p.m.
- 4.5 The Client shall provide the Company with all necessary information of which the Client knows or should reasonably know that this is important for the Company in performing its part of the Subscription Agreement properly.
- 4.6 The Company shall support the Client with respect to Brockmeyer by giving it online access to and/or making the necessary documentation available.
- 4.7 The Company reserves the right to save responses to the advertisement and to use this to improve the service.
Article 5 – Subscription
- 5.1 The Company shall make the Brockmeyer subscription functionality available to the Client based on and for the term of the Subscription Agreement.
- 5.2 The Brockmeyer subscription specifications will be agreed in writing.
- 5.3 The Brockmeyer subscription functionality is available 24/7. Any preventive and corrective maintenance to the Company’s functionality shall be performed as much as possible outside 09.00 a.m. – 6.00 p.m.
- 5.7 The Client shall provide the Company with all necessary information of which the Client knows or should reasonably know that this is important for the Company in performing its part of the Subscription Agreement properly.
- 5.8 The Company shall support the Client with respect to Brockmeyer by giving it online access to and/or making the necessary documentation available.
Article 6 – Mediation
- 6.1 The Company is not liable for any mediation between the Client and possible other parties. The Company only arranges for the placement of the vacancy/vacancies.
- 6.2 The Company is not liable for the contact and follow-up as a result of using a Brockmeyer email address or link that is linked to the Client’s email address or website.
- 6.3 Articles 4.2 up to and including 4.6 shall apply to this accordingly insofar as possible.
Article 7 – Rates
- 7.1 The Client shall owe the Company the amounts as specified in the relevant Agreement.
- 7.2 All amounts due shall be increased with the statutory tax.
- 7.3 The Company is entitled to change the rates, as referred to in Article 6.1.
- 7.4 Reimbursement is not possible under the relevant agreement, neither wholly nor partially. Reimbursement is only possible in case of Article 9.2.
Article 8 – Payment
- 8.1 The Company shall charge the Client by means of an invoice. The payment should be paid into a bank or giro account specified by the Company and in the manner and within the payment term stated on this invoice.
- 8.2 Payment in respect of the Advertising Agreement is payable in advance or by direct debit.
- 8.3 If the Client fails to pay on time, it shall be in default by operation of law without any notice of default being required. In such case, the statutory interest shall be due from the date of the default, as stipulated in Book 6, Section 119 of the Dutch Civil Code. The Company shall then send a reminder invoice, stating a new deadline for paying the principal sum and interest.
- 8.4 In case of extra-judicial collection, the Company is entitled to charge the Client all related costs, that being 15% of the principal sum due plus all other related costs.
Article 9 – Confidentiality
- 9.1 Each Party is obliged not to disclose to third parties any information of a confidential nature, in any form whatsoever, which it obtained from the other Party.
- 9.2 The Parties are reciprocally liable for any damage suffered as the result of non-compliance with the obligations described in Article 9.1.
Article 10 – Attributable shortcomings, liability and exemptions
- 10.1 If one of the Parties fails to fulfil its obligations under an Agreement and remains in default after prior notice of default to perform properly within 30 days, the other Party is entitled to terminate this Agreement with immediate effect without judicial intervention or initiating legal proceedings. Such without prejudice to its right to also claim compensation.
- 10.2 The Company is not liable for damage resulting from incorrect information on the sites that the Company offers in the various packages or improper functioning of the vacancy system. In all other cases, the Company’s liability as the result of an unlawful deed or an attributable shortcoming is limited to the amount of the damage suffered by the Client, that being a maximum amount of € 1000.00 (one thousand euros) for each event.
- 10.3 Brockmeyer’s liability for indirect damage, which includes consequential damage, loss of profit, lost savings, loss of data and damage due to business interruption and idle periods, is excluded at all times.
- 10.4 The Company shall take over the supplied information as much as possible in its entirety, but should adhere to the layout (for the texts and logos) and the available sector and job descriptions of the various vacancy sites.
- 10.5 The Company shall place the vacancy/vacancies within 24 hours after receiving the signed order confirmation from the Client. In case of force majeure, more time may be allocated in consultation with the Client. The Company is not responsible for updating the Client’s vacancies on the various job banks or for displaying logos. No vacancies will be placed during the weekend.
- 10.6 The Company is not liable for calamities on the various vacancy sites (offline, inability to place vacancies, etc.). If case of such failures, the Company shall place the vacancy/vacancies when this failure has been remedied by the vacancy site(s).
- 10.7 In case of placement errors, the Company shall ensure that these are rectified within 48 hours.
- 10.8 The Client guarantees the correctness of all information it provides for placing a vacancy via the Company. The Client indemnifies the Company against third-party claims for compensation, which ensue from incorrect information as referred to herein.
- 10.9 The liability limitations specified in this article do not apply in case of wilful acts or gross negligence.
- 10.10 The Company is not liable/responsible for the results and outcomes like response, candidates/job applicants and reactions to the vacancies placed for the Client.
- 10.11 The Company is not liable for any alliances arranged by the job bank with respect to subsequent placements. Subsequent placements depend on individual agreements by the relevant job banks and may be changed during the term of the contract.
Article 11 – Delivery periods
- 11.1 All (delivery) periods stated by the Company have to the best of its knowledge been fixed on the basis of the data that were known to Company on concluding the Agreement, and they shall be observed as much as possible. The mere fact that a stated (delivery) period has been exceeded shall not constitute default on the part of the Company.
- 11.2 The Company shall not be bound to (delivery) periods that it can no longer meet, because of circumstances arising after concluding the agreement that are beyond its control. If there is a risk of any period being exceeded, the Company and the Client shall consult each other as soon as possible.
Article 12 – Other and final provisions
- 12.1 The Company is entitled to refuse any advertisements that are in conflict with the law and/or common decency. The Company aims to set out its policy on this matter in a regulation.
- 12.2 Any disputes arising from the Agreement shall also be settled by means of a binding advice or by arbitration.
- 12.3 In case of misuse of purchased products and/or services, the Company reserves the right to terminate the right to use these products and/or services with immediate effect. In such case, the other party’s right of claim shall automatically expire.
- 12.4 The parties are not entitled to transfer the rights and obligations under the Agreement to third parties without the consent of the other party.
- 12.5 The obligation to maintain confidentiality as described in Article 9 applies up to and including 2 years after the end of the Agreement.
- 12.6 The applicability of any general terms and conditions used by the Client is expressly excluded.
- 12.7 It is not permitted to sell the concept that is applied by the Company to customers or third parties.
Article 13 – Dutch law
- 13.1 These General Terms and Conditions are governed by Dutch law.