GENERAL TERMS & CONDITIONS FOR PERMANENT RECRUITMENT, SELECTION & SEARCH
1. Scope of Agreement
1.1. These are the General Terms & Conditions of Lainsburgh Netherlands B.V. (“Lainsburgh”) and shall govern all present and future work between Lainsburgh and its clients (“Client”) including but not limited to contracts, offers, tenders and services. In the event of a conflict between these General Terms & Conditions and any other agreement, the former shall prevail.
2. Definitions in These Terms & Conditions:
2.1. “Client” means its clients or any of its related group companies that Lainsburgh Introduces a Candidate.
2.2. “Candidate” means the person Introduced by Lainsburgh to the Client for an Engagement including, but not limited to, any officer or employee of the Candidate if the Candidate is a limited company, any member or employee of the Candidate if the Candidate is a limited liability partnership and members of Lainsburgh’s own staff.
2.3. “Data Protection Legislation” means the General Data Protection Regulation (EU) 2016/679) and any national implementing laws, regulations, and secondary legislation, as amended or updated from time to time, in the Netherlands
2.4. “Engagement” means the engagement, employment, or use of the Candidate by the Client or by any Third Party to whom or to which the Candidate was Introduced by the Client (with or without Lainsburgh’s knowledge or consent) on a permanent or temporary basis, howsoever engaged (whether directly or indirectly); and “Engages” and “Engaged” shall be construed accordingly.
2.5. “Introduction” means:
a) the interview of a Candidate in person, by telephone, via video conferencing (MSTeams, Zoom etc) or any other method; or
b) the passing of a curriculum vitæ, or information about the Candidate.
The time of the Introduction shall be taken to be the earlier of (a) and (b) above; and “Introduced” and “Introduces” shall be construed accordingly;
2.6. “Remuneration” includes base salary or fees, holiday allowance, the benefit of a company car and guaranteed bonuses payable to or receivable by the Candidate for services rendered to or on behalf of the Client. In case the Candidate is eligible for a company car - whether in cash or in kind - a fixed amount of € 10,000 will be added to the Candidate’s Remuneration. Excludes all other benefits such as pension, medical etc.
2.7. “Terms & Conditions” means these General Terms & Conditions as further defined in clause 3.
2.8. “Third Party” means any company or person who is not the Client. For the avoidance of doubt, subsidiary and associated companies of the Client are included in this definition.
3. General Terms & Conditions
3.1. These Terms & Conditions constitute the entire agreement between Lainsburgh and the Client in relation to the subject matter hereof and are deemed to be accepted by the Client and to apply by virtue of (a) an Introduction to the Client of, or the Engagement by the Client of, a Candidate or (b) the passing of information about the Candidate by the Client to any Third Party or (c) the Client’s interview or request to interview a Candidate or (d) the Client’s signature at the end of these Terms & Conditions or (e) any other written expressed acceptance of these Terms & Conditions. For the avoidance of doubt, these Terms & Conditions apply whether or not the Candidate is Engaged by the Client for the same type of work as that for which the Introduction was originally affected.
3.2. These Terms & Conditions supersede all previous agreements between the parties in relation to the subject matter hereof.
3.3. These Terms & Conditions prevail over any other terms of business or purchase conditions put forward by the Client.
3.4. The Client authorises Lainsburgh to act on its behalf in seeking Candidates and, if the Client so requests, shall advertise for such Candidates through such methods as are agreed with the Client.
4. Obligations of Lainsburgh
4.1. Lainsburgh shall use best endeavours to introduce one or more suitable Candidates to meet the requirements of the Client for any particular vacancy. Lainsburgh cannot guarantee to find a suitable Candidate for each vacancy. Without prejudice to clause 4.2 below, Lainsburgh shall use reasonable endeavours to ascertain that the information provided by Lainsburgh to the Client, in respect of the Candidate is accurate.
4.2. Lainsburgh will use best endeavours to ensure the suitability of the Candidate, but it does not take up references nor seek independent verification of the information supplied by a Candidate. No warranty either expressed or implied is given by Lainsburgh as to the suitability of the Candidate for the purposes of the Client, or as to the accuracy of any references supplied or qualifications of the Candidate. Lainsburgh accepts no responsibility in respect of matters outside its knowledge.
4.3. All information given by Lainsburgh about a Candidate is given in good faith and in reliance on information given to Lainsburgh by the Candidate. It shall be the responsibility of the Client to take such steps necessary, to satisfy itself of the suitability of the Candidate, and to verify the accuracy of the information supplied by or any statement made by the Candidate. The Client is strongly advised to take up any references provided by the Candidate before Engagement.
4.4. The Client shall be responsible for obtaining all work, security and other permits, verifying professional and academic qualifications, the arrangement of medical examinations and/or investigations into the medical history of the Candidate, satisfying any medical and other requirements or qualifications required by law for the position, which the Candidate is sought.
5. Client Obligations
5.1. To enable Lainsburgh to comply with its obligations under clause 4 the Client undertakes to provide to Lainsburgh details of the position which the Client seeks to fill, including the type of work that the Candidate would be required to do; the location and hours of work; the experience, training, qualifications and any authorization which the Client considers necessary or which are required by law or any professional body for the Candidate to possess in order to work in the position; and any risks to health or safety known to the Client and what steps the Client has taken to prevent or control such risks.
5.2. The Client shall provide details of the date the Client requires the Candidate to commence work, the duration or likely duration of the work; the minimum rate of remuneration, expenses and any other benefits that would be offered; the intervals of payment of remuneration and the length of notice that the Candidate would be entitled to give and receive to terminate the employment with the Client.
5.3. The Client shall inform Lainsburgh within 5 business days where it receives details of a Candidate from Lainsburgh which it has already received from another agency in relation to the same vacancy. If no such notification is given by the Client, then, in the event of an Engagement, the Client agrees Lainsburgh is entitled to charge a fee in accordance with clause 6.
5.4. The Client agrees to:
a) notify Lainsburgh within 2 business days that its offer of an Engagement to the Candidate has been accepted and to provide details of the Remuneration to the Candidate and the date of Engagement, and
b) pay Lainsburgh’s fee within the period set out under clause 7.2.
5.5. The Client shall not seek to cause Lainsburgh to unlawfully discriminate in relation to the services provided by Lainsburgh to the Client in connection with these Terms & Conditions, and shall disclose any and all information requested by Lainsburgh in the event a Candidate makes a complaint to Lainsburgh.
5.6. The Client shall be liable to pay the Fee where an offer of Engagement has been made verbally or in writing by the Client, and which is subsequently withdrawn by the Client after acceptance by the Candidate either verbally or in writing.
6. Fees
6.1. The Client shall pay Lainsburgh a fee calculated in accordance with clause 6.3 where it Engages, whether directly or indirectly, any Candidate Introduced by or through LAINSBURGH within 12 months from the date of Lainsburgh’s Introduction.
6.2. Introductions of Candidates are confidential. Where the Client discloses to a Third Party any details regarding a Candidate Introduced to the Client by Lainsburgh and that Third Party subsequently Engages the Candidate within 12 months from the date of the Introduction, the Client shall pay Lainsburgh’s fee as set out in clause 6.3 and there shall be no entitlement to any rebate or refund to the Client or to the Third Party.
6.3. The fee shall be calculated as 20% (twenty percent) of the Candidate’s Remuneration applicable during the first 12 months of the Engagement (as set out above) or a fixed amount of € 10,000 whichever is the higher
6.4. Where the amount of the actual Remuneration is not known or disclosed, Lainsburgh will charge a fee calculated in accordance with clause 6.3 on the maximum level of remuneration applicable for the position or type of position the Candidate had been originally submitted to the Client for and/or a comparable position in the general marketplace.
6.5. Where the Client engages the Candidate for a period of less than 12 months, the fee will be calculated on a full annualized Remuneration, and not merely on the Remuneration that has been agreed with the Candidate for the period of engagement. Where the Candidate is engaged for less than 40 hours per week, the fee will be calculated on the basis of a full annualized Remuneration for a minimum of 40 hours per.
6.6. When agreed with the Client, charges incurred by Lainsburgh at the Client’s written request in respect of advertising or any other matters will be charged to the Client in addition to the fee, and such charges will be payable whether or not the Candidate is Engaged.
6.7. Where the client decides after commencement of the search of a role with an annual gross salary of or exceeding € 90,000 that they will discontinue the search, and after the first candidate(s) have been submitted by Lainsburgh and interviewed by the Client, a cancellation fee of 1.5% of the target annual remuneration or a minimum fixed amount of € 1,500 will be charged, whichever is the higher.
7. Invoices
7.1. Except in the circumstances set out in clauses 6.2 and/or 6.6, no fee is incurred by the Client until the date the Candidate is Engaged; whereupon Lainsburgh will render an invoice to the Client for its fees. Lainsburgh will issue an invoice upon accepting of the offer by the Candidate.
7.2. Lainsburgh shall raise invoices in respect of the charges payable and the Client agrees to pay the amount due within 15 calendar days of the date of the invoice.
7.3. All invoices will be deemed to be accepted in full by the Client in accordance with the payment terms stated within clause 7.2, unless the Client notifies Lainsburgh in writing within 5 business days of the amount, the Client disputes, and the reason the Client disputes that amount. In the event the Client does notify Lainsburgh that it wishes to dispute part of an invoice, the Client shall pay the undisputed part of the invoice within the agreed payment terms and shall co-operate fully with Lainsburgh to resolve the dispute as quickly as possible.
7.4. Lainsburgh reserves the right to charge interest on invoiced amounts overdue. If an invoice is not paid within the terms referred to in paragraph 7.2, the Client is legally in default from the first day following the expiry of the payment term and owes interest on the outstanding amount at a rate of 1,5% per calendar month, with part of a month being treated as a full month. The copy of the invoice sent by Lainsburgh to the client in Lainsburgh’s possession serves as full proof that the interest is due and the date on which the calculation of the interest begins.
8. Rebates
8.1. In the event of the Candidate leaving the Client’s service within the agreed rebate time period, Lainsburgh will have Exclusivity for a period of 8 weeks to introduce a replacement Candidate. Should Lainsburgh not be successful in this the client will be entitled to a rebate as per 8.2.
8.2. Where the Client qualifies for a rebate in accordance with clause 8.3, and the Engagement of the Candidate is terminated by the Client or by the Candidate within the time periods specified below, the Client shall be entitled to a rebate of the total fee based on a period equal to 3 months when the position is based in the Netherlands and a period equal to 6 months when the position is based in Luxembourg, pro-rata for the unworked period. For illustration purposes on this rebate structure with the position in the Netherlands, should the candidate terminate their Dutch employment contract and leave the company 30 days after the start date, the rebate will be calculated as follows:
Total Fee / 90 x (90-30) = Rebate
8.3. The following conditions must be met for the Client to qualify for a rebate:
a) the Client must notify Lainsburgh in writing that the Candidate’s Engagement has ended within 7 business days of the Engagement ending or within 7 business days of the notice being given to end the Engagement; whichever is earlier;
b) Lainsburgh’s invoice for the fee must have been paid within the payment terms in accordance with clause 7.2;
c) the Candidate’s engagement is not terminated by reason of redundancy or re-organization or change in strategy of the Client;
d) the Candidate did not leave the Engagement as a result of discrimination of any kind or other acts against the Candidate;
e) the Candidate was not at any time in the 12 months prior to the start of the Engagement employed or hired (whether on a permanent or contract basis) by the Client.
8.4. Where the Client re-engages the Candidate either on an employment or indirect basis, any rebate paid to the Client under clause 8.1 in respect of that Candidate, shall be immediately repaid to Lainsburgh by the Client.
9. Liability and Indemnity
9.1. Lainsburgh shall not be liable under any circumstances for any loss, expense, damage, delay, costs or compensation (whether direct, indirect or consequential) which may be suffered or incurred by the Client arising from or in any way connected with Lainsburgh seeking a Candidate for the Client or from the Introduction, or Engagement of any Candidate by the Client or from the failure of Lainsburgh to introduce any Candidate or from the Client’s disclosure to a Third Party of any details regarding a Candidate.
9.2. Notwithstanding clause 9.1 above, nothing in these Terms & Conditions shall be deemed to exclude or restrict any liability of Lainsburgh to the Client for personal injury or death.
9.3. Lainsburgh shall not be liable for failure to perform its obligations under these Terms & Conditions if such failure results by reason of any cause beyond its reasonable control.
9.4. The Client shall indemnify and keep indemnified Lainsburgh against any costs (including legal costs), claims or liabilities incurred directly or indirectly by Lainsburgh, arising in connection with these Terms & Conditions including (without limitation) as a result of:
a) any breach of these Terms & Conditions by the Client or by its employees or agents; and/or
b) any breach by the Client or Third Party, or any of its employees or agents, of any applicable statutory provisions (including, without limitation, any statutory provisions prohibiting or restricting discrimination or other inequality of opportunity, immigration legislation and the Regulations); and/or
c) any unauthorized disclosure of a Candidate details by the Client or Third Party, or any of its employees or agents.
10. Termination
10.1. These Terms & Conditions may be terminated by either party without liability to the other if:
10.1.1 7 calendar days’ written notice of termination is given; or
10.1.2 either party makes any voluntary arrangement with its creditors (within the meaning of the Insolvency Act 1976) or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction); or
10.1.3 either party ceases or threatens to cease, to carry on business.
11. Equal Opportunities
11.1. Lainsburgh is committed to equal opportunities and expects the Client to comply with all anti-discrimination
legislation regarding the selection and treatment of Candidates. The Client and Lainsburgh will not make any prohibited
distinction on the grounds of religion, faith, political views, gender, race, nationality, sexual orientation, civil status,
handicaps, chronic illness, age or on any grounds whatsoever.
12. Non-solicitation
12.1. The Client agrees that it shall not engage or employ any person employed by Lainsburgh for the duration of this
Agreement and six months thereafter.
13. Confidentiality and Data Protection
13.1. All information contained within these Terms & Conditions shall remain confidential and the Client shall not
divulge it to any Third Party save for its own employees and professional advisers and as may be required by law.
13.2. The Client shall not without the prior written consent of Lainsburgh provide any information in respect of the
Candidate to any Third Party whether for employment purposes or otherwise.
13.3. Either Party agrees to comply with all the applicable requirements set out in the applicable Data Protection
Legislation and shall not cause or seek to cause the other Party to breach any Data Protection Legislation in
connection with these Terms & Conditions. The Parties acknowledge that for the purposes of the Data Protection
Legislation, Lainsburgh is a Data Controller, and the Client is a Data Controller (where Data Controller has the
meanings as defined in the Data Protection Legislation).
14. Marketing
14.1. In order to attract Candidates and for the purposes of successfully representing the Client whilst providing the
recruitment services, the Client permits Lainsburgh to use the Client’s trademarks, logos and/ or brand names for any
marketing and/or promotional purposes, unless otherwise agreed in writing.
15. General
15.1. Any failure by Lainsburgh to enforce at any particular time any clauses as outlined in these Terms & Conditions
shall not be deemed a waiver of such rights or of the right to enforce these Terms & Conditions subsequently.
15.2. Headings contained in these Terms & Conditions are for reference purposes only and shall not affect the
intended meanings of the clauses to which they relate.
15.3. No provision of these Terms & Conditions shall be enforceable by any person who is not a party to it pursuant to
the Contract.
15.4. If any provision, clause, or part-clause of these Terms & Conditions is held to be invalid, void, illegal or otherwise
unenforceable by any judicial body, the remaining provisions of these Terms & Conditions shall remain in full force and
effect to the extent permitted by law.
15.5. Any reference to legislation, statute, act, or regulation shall include any revisions, re-enactments or amendments
that may be made from time to time.
16. Notices
16.1. Any notice required to be given under these Terms & Conditions (including the delivery of any information or
invoice) shall be delivered by hand, sent by facsimile, e-mail or prepaid first-class post to the recipient at its fax number
or address specified in these Terms & Conditions (or as otherwise notified from time to time to the sender by the
recipient for the purposes of these Terms & Conditions).
Notices shall be addressed to:
Email: henk.knoezte@lainsburgh.com
Lainsburgh Netherlands B.V.
Attention: Henk Knoetze
Any notices shall be deemed to have been served upon reception.
17. Variation
17.1. No variation or alteration of these Terms & Conditions shall be valid unless approved in writing by the Client and
Lainsburgh. These varied terms shall be included (if applicable) in Appendix B: Variation to Terms & Conditions
(‘Appendix B’). In the event of conflict between this Agreement and Appendix B, the terms and conditions as set out in
Appendix B shall prevail.
18. Applicable Law
18.1. These Terms & Conditions shall be governed by Dutch law. All disputes arising from or relating to a legal
relationship between the parties shall, at Lainsburgh’s choice, be adjudicated in the first instance solely by the
competent section of the District Court of Amsterdam or by a court that is competent by or pursuant to the law.